Exhibit 10.1

SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT (this “ Agreement ”), dated as of May 13, 2019, is by and among TimefireVR, Inc., a Nevada corporation (the “ Parent ”), Red Cat Propware, Inc. a Nevada corporation (the “ Company ”), and the shareholders of the Company (each a “Shareholder” and collectively the “ Shareholders ”). Each of the parties to this Agreement is individually referred to herein as a “ Party ” and collectively as the “ Parties .”

BACKGROUND

The Company has (i) 5,833,134 shares of common stock, par value $0.001 per share (the “ Company Shares ”) outstanding; and (ii) outstanding rights to receive a total of $530,000 worth of Tokens, exercisable and when the Company prices and closes a securities token offering (the “ Token Rights ” and together with the Company Shares, the “ Company Securities ”), all of which are held by the Shareholders. The Shareholders have agreed to transfer the Company Shares in exchange for an aggregate of eighty-three and three tenths 83.3% percent (the “ Intended Percentage ”) of the newly issued shares of common stock (“ Parent Common Stock ”), par value $0.001 per share, of the Parent (the “ Parent Stock ”).

Parent is unable to issue all of the Parent Stock and shall issue: (i) 236,000,000 shares of Parent Common Stock to Shareholder Jeffrey M. Thompson in exchange for 63,466 Company Shares held by Mr. Thompson; and (ii) 2,169,068.0554 shares of Series A Preferred Stock having rights and preferences substantially as set forth in Exhibit A annexed hereto (the “ Interim Preferred ”), pro rata, to each Shareholder (including Mr. Thompson, in exchange for his remaining Company Shares). The Interim Preferred shall be convertible into such number of shares of Parent Common Stock as shall equal the difference between the number of shares of Parent Common Stock issued at Closing and the number of shares of Parent Common Stock that is required to be issued in order for the Shareholders, in the aggregate, to receive the Intended Percentage of Parent Common Stock, on a fully-diluted basis. The Interim Preferred shall vote as a class with the Parent Common Stock on all matters requiring a vote of Parent Common stock, on an as converted basis. Any Shareholder who would, as a result of the transactions contemplated herein, receive five (5%) or greater of the issued and outstanding Parent Common Stock (a “5% Owner”) shall have the right to elect to receive Interim Preferred in lieu of Parent Stock at Closing for such excess amount.

Prior to execution of this Agreement all outstanding Series A Preferred Stock (the “Old Series A”) of the Company shall be immediately cancelled and redeemed for $10. The Board of Directors of the Company shall invalidate any and all actions heretofore authorized or approved upon the vote of the Old Series A of the Company.

On or prior to the Closing pursuant to Exchange Agreements in form and substance satisfactory to Company, all: (i) classes of preferred stock of Parent, other than the Interim Preferred and Series B Convertible Preferred Stock (the “Series B”); (ii) all notes or other indebtedness of the Parent; and (iii) all outstanding warrants, options, or other rights to receive or purchase common stock in the Parent, except as listed on Exhibit A-1 , shall be converted into the right to receive 4,212,645.28 shares of Series B and subject to the conditions set forth in such Exchange Agreements. All such preferred stock tendered for exchange shall be terminated prior to the Closing and Parent shall file a Withdrawal of Designation thereof with the Nevada Secretary of State.

Immediately following the Closing, the Board of Directors and a majority of the Shareholders of the Parent shall take action on written consent: (A) approving the reverse split of the capital stock of the Company in an amount for 1:1 to 1:1,000 as shall be determined by the Board of Directors of Parent; (B) changing of name of the Parent to Red Cat Propware Holdings, Inc. or similar name as determined by the Board of Directors of Parent; and (C) adopting the Amended and Restated Articles of Incorporation of the Parent. In the alternative, the Board of Directors may, in its discretion, call a special meeting of the Shareholders to be held on notice to the Shareholders and submit the foregoing actions for approval of the Shareholders (the “ Shareholder Approvals ”).

The exchange of Company Shares for Parent Stock is intended to constitute a reorganization within the meaning of the Internal Revenue Code of 1986, as amended (the “ Code ”), or such other tax free reorganization or restructuring provisions as may be available under the Code.

The Board of Directors of each of the Parent and the Company has determined that it is desirable to affect this plan of reorganization and share exchange.

AGREEMENT

NOW THEREFORE, for good and valuable consideration the receipt and sufficiency is hereby acknowledged, the Parties hereto intending to be legally bound hereby agree as follows:

ARTICLE I
Exchange of Shares

SECTION 1.01. (a) Exchange by the Shareholders . At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for an aggregate of two hundred thirty six million (236,000,000) shares of Parent Stock, and 2,169,068.0554 shares of Interim Preferred, as set forth on Schedule 1.01 , attached hereto. Attached as Schedule 1.01 is a list of each Shareholder, the number of shares of Company Securities owned by each Shareholder and the number of shares of Parent Common Stock and Interim Preferred to be issued to each Shareholder at the Closing.

SECTION 1.02. Closing . The closing (the “ Closing ”) of the transactions contemplated by this Agreement (the “ Transactions ”) shall take place at such location to be determined by the Company and Parent, commencing upon the satisfaction or waiver of all conditions and obligations of the Parties to consummate the Transactions contemplated hereby (other than conditions and obligations with respect to the actions that the respective Parties will take at Closing) or such other date and time as the Parties may mutually determine (the “ Closing Date ”).

ARTICLE II
Representations and Warranties of the Shareholders

Each Shareholder individually, hereby represents and warrants to the Parent, as follows:

SECTION 2.01. Good Title . The Shareholder is the record and beneficial owner, and has good and marketable title to its Company Shares, with the right and authority to sell and deliver such Company Shares to Parent as provided herein. Upon registering of the Parent as the new owner of such Company Shares in the share register of the Company, the Parent will receive good title to such Company Shares, free and clear of all liens, security interests, pledges, equities and claims of any kind, voting trusts, shareholder agreements and other encumbrances (collectively, “ Liens ”).

SECTION 2.02. Power and Authority . All acts required to be taken by the Shareholder to enter into this Agreement and to carry out the Transactions have been properly taken. This Agreement constitutes a legal, valid and binding obligation of the Shareholder, enforceable against such Shareholder in accordance with the terms hereof.

SECTION 2.03. No Conflicts . The execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of his obligations hereunder in accordance with the terms hereof: (i) will not require the consent of any third party or any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (“ Governmental Entity ”) under any statutes, laws, ordinances, rules, regulations, orders, writs, injunctions, judgments, or decrees (collectively, “ Laws ”); (ii) will not violate any Laws applicable to such Shareholder; and (iii) will not violate or breach any contractual obligation to which such Shareholder is a party.

SECTION 2.04. No Finder’s Fee . The Shareholder has not created any obligation for any finder’s, investment banker’s or broker’s fee in connection with the Transactions that the Company or the Parent will be responsible for.

SECTION 2.05. Purchase Entirely for Own Account. The Parent Stock proposed to be acquired by the Shareholder hereunder will be acquired for investment for his own account, and not with a view to the resale or distribution of any part thereof, and the Shareholder has no present intention of selling or otherwise distributing the Parent Stock, except in compliance with applicable securities laws.

SECTION 2.06. Available Information . The Shareholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Parent. The Shareholder understands that his investment in the Parent Stock involves a high degree of risk. The Shareholder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Parent Common Stock and Series A Preferred Stock. The Shareholder has had the opportunity to review the reports Parent has filed with the SEC at www.SEC.gov/EDGAR.

SECTION 2.07. Non-Registration . The Shareholder understands that the Parent Stock has not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.

SECTION 2.08. Restricted Securities . The Shareholder understands that the shares of Parent Stock are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Shareholder pursuant hereto, the Parent Stock would be acquired in a transaction not involving a public offering. The Shareholder further acknowledges that if the Parent Stock is issued to the Shareholder in accordance with the provisions of this Agreement, such Parent Stock may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Shareholder represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

SECTION 2.09. Legends . It is understood that the Parent Stock will bear the following legend or another legend that is similar to the following:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

and any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

SECTION 2.10. Accredited Investor . The Shareholder is an “accredited investor” within the meaning of Rule 501 under the Securities Act and the Shareholder was not organized for the specific purpose of acquiring the Parent Stock.

SECTION 2.11. Shareholder Acknowledgment. Each of the Shareholders acknowledges that he or she has read the representations and warranties of the Company set forth in Article III herein and such representations and warranties are, to the best of his or her knowledge, true and correct as of the date hereof.

ARTICLE III
Representations and Warranties of the Company

The Company represents and warrants to the Parent, which representations and warranties and true and correct as of the date hereof and will be true and correct as of the Closing Date, except as set forth in the disclosure schedules provided in connection herewith (the “ Company Disclosure Schedules ”), as follows:

SECTION 3.01. Organization, Standing and Power . The Company is duly incorporated or organized, validly existing and in good standing under the laws of the State of Nevada and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “ Company Material Adverse Effect ”). The Company is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the certificate of incorporation of the Company, as amended to the date of this Agreement (as so amended, the “ Company Charter Documents ”). The Company has no direct or indirect subsidiaries.

SECTION 3.02. Capital Structure . The authorized share capital of the Company consists of: (i) one hundred million (100,000,000) shares of common stock, of which 5,833,134 shares or issued and outstanding; (ii) ten million (10,000,000) shares of preferred stock, none of which are designated or issued; and (iii) $530,000 in Token Rights, with no tokens having been issued or sold. No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding Company Securities are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company outstanding whether or not such instruments have the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Securities may vote (“ Voting Company Debt ”). As of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company. All of the outstanding shares of Company Securities were issued in compliance with applicable Laws. None of the shares of Company Securities were issued in violation of any agreement, arrangement or commitment to which the Company is a party or is subject to or in violation of any preemptive or similar rights of any person or entity.

SECTION 3.03. Authority; Execution and Delivery; Enforceability . The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Transactions. When executed and delivered, this Agreement will be enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency and similar laws of general applicability as to which the Company is subject.

SECTION 3.04. No Conflicts; Consents .

(a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “ Contract ”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“ Judgment ”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

(b) No material consent, approval, license, permit, order or authorization (“ Consent ”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

SECTION 3.05. Taxes .

(a) The Company has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. All Taxes shown to be due on such Tax Returns, or otherwise owed, have been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

(b) If applicable, the Company has established an adequate reserve reflected on its financial statements for all Taxes payable by the Company (in addition to any reserve for deferred Taxes to reflect timing differences between book and Tax items) for all Taxable periods and portions thereof through the date of such financial statements. No deficiency with respect to any Taxes has been proposed, asserted or assessed against the Company, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(c) For purposes of this Agreement:

“ Taxes ” includes all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a local, municipal, governmental, state, foreign, federal or other Governmental Entity, or in connection with any agreement with respect to Taxes, including all interest, penalties and additions imposed with respect to such amounts.

“ Tax Return ” means all federal, state, local, provincial and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes.

SECTION 3.06. Benefit Plans . The Company does not have or maintain any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, share ownership, share purchase, share option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of the Company (collectively, “ Company Benefit Plans ”). As of the date of this Agreement there are no severance or termination agreements or arrangements between the Company and any current or former employee, officer or director of the Company, nor does the Company have any general severance plan or policy.

SECTION 3.07. Litigation . There is no action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition), inquiry, or investigation pending or threatened in writing against or affecting the Company, or any of its properties before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility (“ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of this Agreement or the Parent Stock or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

SECTION 3.08. Compliance with Applicable Laws . The Company is in compliance with all applicable Laws, including those relating to occupational health and safety and the environment, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. This Section 3.08 does not relate to matters with respect to Taxes, which are the subject of Section 3.05.

SECTION 3.09. Brokers; Schedule of Fees and Expenses . No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company.

SECTION 3.10. Contracts . Except as disclosed in the Company Disclosure Schedule, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of the Company and its subsidiaries taken as a whole. The Company is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

SECTION 3.11. Title to Properties . The Company does not own any real property. The Company has sufficient title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses all of which are set forth on the Company Disclosure Schedule. All such assets and properties, other than assets and properties in which the Company has leasehold interests, are free and clear of all Liens other than those Liens that, in the aggregate, do not and will not materially interfere with the ability of the Company to conduct business as currently conducted.

SECTION 3.12. Labor Relations . No labor dispute including any claims alleging discrimination or sexual harassment exists or, to the knowledge of the Company, is threatened with respect to any of the employees of the Company, which could reasonably be expected to result in a Company Material Adverse Effect. None of the Company’s or its subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such subsidiary, and neither the Company nor any of its subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its subsidiaries to any liability with respect to any of the foregoing matters. The Company and its subsidiaries are in compliance with all Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

SECTION 3.13. Insurance . The Company does not hold any insurance policy.

SECTION 3.14. Transactions With Affiliates and Employees . Except as set forth on the Company Disclosure Schedule, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company (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 the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

SECTION 3.15. Application of Takeover Protections . The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company Charter Documents or the laws of its country and state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the Shareholders’ ownership of the Parent Stock.

SECTION 3.16. No Additional Agreements . The Company does not have any agreement or understanding with any Shareholder with respect to the Transactions other than as specified in this Agreement.

SECTION 3.17. Investment Company . The Company is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

SECTION 3.18. Disclosure . All disclosure provided to the Parent regarding the Company, its business and the Transactions, furnished by or on behalf of the Company (including the Company’s representations and warranties set forth in this Agreement) are true and correct 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 3.19. Absence of Certain Changes or Events . Except in connection with the Transactions and as disclosed in the Company Disclosure Schedule, since inception, the Company has conducted its business only in the ordinary course, and during such period there has not been:

(a) any change in the assets, liabilities, prospects, financial condition or operating results of the Company, except changes in the ordinary course of business that have not caused, in the aggregate, a Company Material Adverse Effect;

(b) any damage, destruction or loss, whether or not covered by insurance, that would have a Company Material Adverse Effect;

(c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it;

(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Company Material Adverse Effect;

(e) any material change to a material Contract by which the Company or any of its assets is bound or subject;

(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;

(g) any resignation or termination of employment of any officer of the Company;

(h) any mortgage, pledge, transfer of a security interest in, or Lien, created by the Company, with respect to any of its material properties or assets, except Liens for taxes not yet due or payable and Liens that arise in the ordinary course of business and does not materially impair the Company’s ownership or use of such property or assets;

(i) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

(j) any alteration of the Company’s method of accounting or the identity of its auditors;

(k) any declaration or payment of dividend or distribution of cash or other property to the Shareholders or any purchase, redemption or agreements to purchase or redeem any Company Shares;

(l) any issuance of equity securities to any officer, director or affiliate; or

(m) any arrangement or commitment by the Company to do any of the things described in this Section.

SECTION 3.20. Foreign Corrupt Practices . Neither the Company, nor, to the Company’s knowledge, any director, officer, agent, employee or other person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

SECTION 3.21. Compliance . Neither the Company nor any subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any subsidiary under), nor has the Company or any subsidiary received written 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) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) to the knowledge of its officers, directors, or employees, is, has been, or has received any notice that it may be, in violation of any Laws, including without limitation all foreign, federal, state and local Laws relating to taxes, environmental protection, occupational health and safety, product quality, aviation and aviation safety and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Company Material Adverse Effect.

SECTION 3.22. Regulatory Permits. The Company and its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described on the Company Disclosure Schedule, except where the failure to possess such permits could not reasonably be expected to result in a Company Material Adverse Effect (“ Material Permits ”), and neither the Company nor any subsidiary has received any written notice of proceedings relating to the revocation or modification of any Material Permit.

SECTION 3.23. Intellectual Property . The Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses and which the failure to so have could have a Company Material Adverse Effect (collectively, the “ Intellectual Property Rights ”). All Intellectual Property Rights are set forth on the Company Disclosure Schedule. None of, and neither the Company nor any subsidiary has received a written notice that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any subsidiary has received a notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any person, except as could not have or reasonably be expected to not have a Company Material Adverse Effect. All such Intellectual Property Rights are enforceable and there is no existing infringement by another person of any of the Intellectual Property Rights. The Company and its subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

SECTION 3.24. Office of Foreign Assets Control . Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”).

SECTION 3.25. Money Laundering . The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “ Money Laundering Laws ”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any subsidiary, threatened.

SECTION 3.26. Guaranties . The Company is not a guarantor or otherwise is liable for any liability or obligation (including indebtedness) of any other Person.

SECTION 3.27. Financial Statements . The financial statements of the Company (the “Financial Statements”) that have been delivered to the Parent: (i) are in accordance with the books and records of the Company and have been maintained in accordance with good business practice; and (ii) fairly present, in all material respects, the consolidated financial position of the Company as of the dates presented therein and the results of operations, changes in financial positions or cash flows, as the case may be, for the periods presented therein. The Company does not have any contingent obligations, liability for taxes or other outstanding obligations, including, without limitation, any off balance sheet arrangements, that would have a Company Material Adverse Effect aggregate, except as disclosed in the most recent Financial Statements furnished by the Company to the Parent prior to the date hereof.

ARTICLE IV
Representations and Warranties of the Parent

The Parent represents and warrants as follows to the Shareholders and the Company, which representations and warranties are true and correct as of the date hereof and will be true and correct on the Closing Date, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the Securities and Exchange Commission (the “ SEC ”) and publicly available prior to the date of the Agreement (the “ Parent SEC Documents ”) or specifically referenced on a disclosure schedule which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation made herein only to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules or to the extent that such qualification is reasonably apparent:

SECTION 4.01. Organization, Standing and Power . The Parent is duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Parent, a material adverse effect on the ability of the Parent to perform its obligations under this Agreement or on the ability of the Parent to consummate the Transactions (a “ Parent Material Adverse Effect ”). The Parent is duly qualified to do business in each jurisdiction where the nature of its business or their ownership or leasing of its properties make such qualification necessary and where the failure to so qualify would reasonably be expected to have a Parent Material Adverse Effect. The Parent has delivered to the Company true and complete copies of the articles of incorporation of the Parent, as amended to the date of this Agreement (as so amended, the “ Parent Charter ”), and the Bylaws of the Parent, as amended to the date of this Agreement (as so amended, the “ Parent Bylaws ”).

SECTION 4.02. Subsidiaries; Equity Interests . Except as set forth in the Parent SEC Documents, the Parent does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

SECTION 4.03. Capital Structure . The authorized capital stock of the Parent consists of five hundred million (500,000,000) shares of Parent Common Stock, par value $0.001 per share, and ten million (10,000,000) shares of preferred stock, par value $0.01 per share, of which (i) 235,460,470 shares of Parent Common Stock are issued and outstanding; (ii) 2,200,000 shares of Interim Preferred are authorized, of which 0 shares are issued and outstanding; (iii) 4,300,000 shares of Series B Preferred Stock are authorized of which 4,212,645.28 shares are issued and outstanding; and (iv) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Immediately prior to the Closing, (A) counsel to the Parent shall release the signature pages it is holding in escrow under the Exchange Agreement which shall cause all holders of outstanding derivative securities of the Company to receive the Series B Preferred Stock, and (B) the Parent shall file with the Nevada Secretary of State a Certificate of Withdrawal for all outstanding preferred stock other than the Interim Preferred and the Series B. Any directors of the Parent who may continue their service after the Closing shall be eligible for such grants of awards under a Parent incentive plan (or any successor or replacement plan adopted by the Board of Directors and approved by the stockholders of the Parent) as the Compensation Committee or Board of Directors of the Parent may from time to time determine following the Closing. Except as set forth in the SEC Documents, no other shares of capital stock or other voting securities of the Parent are reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. Except as set forth in the SEC Documents, there are no bonds, debentures, notes or other indebtedness of the Parent regardless of whether they have the right to vote (or convertible into, or exchangeable for, securities having the right to vote) , on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt ”). Except as disclosed on Schedule 4.03, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. Other than as set forth in the SEC Documents, the Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act, except as disclosed on Schedule 4.03 . A Waiver of Registration Rights is required as a condition of closing. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

SECTION 4.04. Authority; Execution and Delivery; Enforceability . The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions have been duly authorized and approved by the Board of Directors of the Parent and no other corporate proceedings on the part of the Parent are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with the terms hereof.

SECTION 4.05. No Conflicts; Consents .

(a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

(b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Parent in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than the (A) filing with the SEC of a Current Report on Form 8-K disclosing the Transactions contemplated hereby, including all required exhibits thereto; (B) filings under state “blue sky” laws, as each may be required in connection with this Agreement and the Transactions; (C) the submission of the planned reverse split and the name change of the Parent to FINRA; (D) the filing with the SEC of Schedule 14f-1 regarding the change in the Parent’s Board of Directors contemplated by this Agreement; and (E) filings with the Nevada Secretary of State.

SECTION 4.06. SEC Documents; Undisclosed and Liabilities .

(a) The Parent has filed all Parent SEC Documents for the prior two years, pursuant to Sections 13 and 15 of the Exchange Act, as applicable, except as disclosed on Schedule 4.06 .

(b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of Parent as of the dates thereof and the results of its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).

(c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. The Parent SEC Documents sets forth all financial and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. No representation is made as to any liability to any Governmental Entity for penalties arising under the Internal Revenue Code or state Laws.

SECTION 4.07. Information Supplied . None of the information supplied or to be supplied by the Parent for inclusion or incorporation by reference in any Parent SEC Document or report contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

SECTION 4.08. Absence of Certain Changes or Events . Except as disclosed in the filed Parent SEC Documents or on Schedule 4.08 , from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been:

(a) any change in the assets, liabilities, prospects, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect;

(b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect;

(c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it;

(d) any satisfaction or discharge of any Lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect;

(e) any material change to a material Contract by which the Parent or any of its assets is bound or subject, except for the waiver of compensation due Jonathan Read;

(f) any mortgage, pledge, transfer of a security interest in, or Lien, created by the Parent, with respect to any of its material properties or assets, except Liens for taxes not yet due or payable and Liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets;

(g) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

(h) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent;

(i) any alteration of the Parent’s method of accounting or the identity of its auditors;

(j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans, to Gary Smith under an Exchange Agreement or 50 million Restricted Units issued to Jonathan Read; or

(k) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

SECTION 4.09. Taxes .

(a) Except as disclosed on Schedule 4.09(a) , the Parent has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file, any delinquency in filing or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. All Taxes shown to be due on such Tax Returns, or otherwise owed, has been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The Parent shall, prior to the Closing, file, or cause to be filed on its behalf, all Tax Returns required to be filed by it under applicable Laws.

(b) The most recent financial statements contained in the Parent SEC Documents did not reflect an adequate reserve for all Taxes payable by the Parent (in addition to any reserve for deferred Taxes to reflect timing differences between book and Tax items) for all Taxable periods and portions thereof through the date of such financial statements. No deficiency with respect to any Taxes has been proposed, asserted or assessed against the Parent, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

(c) There are no Liens for Taxes (other than for current Taxes not yet due and payable) on the assets of the Parent. The Parent is not bound by any agreement with respect to Taxes.

SECTION 4.10. Absence of Changes in Benefit Plans . From the date of the most recent audited financial statements included in the Parent SEC Documents to the date of this Agreement, there has not been any adoption or amendment in any material respect by Parent of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of Parent (collectively, “ Parent Benefit Plans ”). Except as set forth in the Parent SEC Documents, as of the date of this Agreement there are not any employment, consulting, indemnification, severance or termination agreements or arrangements between the Parent and any current or former employee, officer or director of the Parent, nor does the Parent have any general severance plan or policy.

SECTION 4.11. ERISA Compliance; Excess Parachute Payments . The Parent does not, and since its inception never has, maintained, or contributed to any “employee pension benefit plans” (as defined in Section 3(2) of ERISA), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) or any other Parent Benefit Plan for the benefit of any current or former employees, consultants, officers or directors of Parent.

SECTION 4.12. Litigation . Except as disclosed in the Parent SEC Documents, there is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of this Agreement or the Parent Stock or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Parent Material Adverse Effect. Neither the Parent nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty which relates to the Parent.

SECTION 4.13. Compliance with Applicable Laws . Except as disclosed in the Parent SEC Documents, the Parent is in compliance with all applicable Laws, including those relating to occupational health and safety, the environment, export controls, trade sanctions and embargoes, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth in the Parent SEC Documents, the Parent has not received any written communication during the past two years from a Governmental Entity that alleges that the Parent is not in compliance in any material respect with any applicable Law. The Parent is in compliance with all effective requirements of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder, that are applicable to it, except where such noncompliance could not have or reasonably be expected to result in a Parent Material Adverse Effect or as disclosed on Schedule 4.13 .

SECTION 4.14. Contracts . Except as disclosed in the Parent SEC Documents, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of the Parent taken as a whole. The Parent is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect. This Section 4.14 is qualified by Schedule 4.14 .

SECTION 4.15. Title to Properties . The Parent has good title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses. All such assets and properties, other than assets and properties in which the Parent has leasehold interests, are free and clear of all Liens and except for Liens that, in the aggregate, do not and will not materially interfere with the ability of the Parent to conduct business as currently conducted. Except as provided on Schedule 4.15 ,the Parent has complied in all material respects with the terms of all material leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. Except as provided on Schedule 4.15, the Parent enjoys peaceful and undisturbed possession under all such material leases.

SECTION 4.16. Intellectual Property . The Parent owns, or is validly licensed or otherwise has the right to use, all Intellectual Property Rights which are material to the conduct of the business of the Parent taken as a whole. No claims are pending or, to the knowledge of the Parent, threatened that the Parent is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right. To the knowledge of the Parent, no person is infringing the rights of the Parent with respect to any Intellectual Property Right.

SECTION 4.17. Labor Matters . There are no collective bargaining or other labor union agreements to which the Parent is a party or by which it is bound. No material labor dispute exists or, to the knowledge of the Parent, is imminent with respect to any of the employees of the Parent.

SECTION 4.18. Transactions With Affiliates and Employees . Except as set forth in the Parent SEC Documents or on Schedule 4.18 , none of the officers or directors of the Parent and, to the knowledge of the Parent, none of the employees of the Parent is presently a party to any transaction with the Parent or any subsidiary (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 the Parent, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

SECTION 4.19. Application of Takeover Protections . The Parent has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the Shareholders’ ownership of the Parent Stock.

SECTION 4.20. No Additional Agreements . The Parent does not have any agreement or understanding with the Shareholders with respect to the Transactions other than as specified in this Agreement.

SECTION 4.21. Investment Company . The Parent is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

SECTION 4.22. Disclosure . The Parent confirms that neither it nor any person acting on its behalf has provided any Shareholder or its respective agents or counsel with any information that the Parent believes constitutes material, non-public information except insofar as the existence and terms of the proposed Transactions hereunder may constitute such information and except for information that will be disclosed by the Parent under a Current Report on Form 8-K filed after the Closing. All disclosure provided to the Shareholders regarding the Parent, its business and the transactions contemplated hereby, furnished by or on behalf of the Parent (including the Parent’s representations and warranties set forth in this Agreement) are true and correct 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 4.23. Certain Registration Matters . Except as specified in the Parent SEC Documents or on Schedule 4.23 , the Parent has not granted or agreed to grant to any person any rights (including “piggy-back” registration rights) to have any securities of the Parent registered with the SEC or any other governmental authority that have not been satisfied.

SECTION 4.24. Listing and Maintenance Requirements . The Parent is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with the listing and maintenance requirements for continued listing of the Parent Stock on the trading market on which the shares of Parent Common Stock are currently listed or quoted. The issuance and sale of the shares of Parent Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Parent Stock are currently listed or quoted.

SECTION 4.25. Parent Stock. Upon issue to the Shareholders, the Parent Stock will be duly and validly issued, fully paid and non-assessable shares in the capital of the Company.

SECTION 4.26. Office of Foreign Assets Control . Neither the Parent nor any of its Subsidiaries nor, to the Parent’s knowledge, any director, officer, agent, employee or affiliate of the Parent is currently subject to any U.S. sanctions administered by OFAC.

SECTION 4.27. Money Laundering . The operations of the Parent and its subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Parent or any subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Parent or any subsidiary, threatened.

ARTICLE V
Deliveries

SECTION 5.01. Deliveries of the Shareholders .

(a) Concurrently herewith the Shareholders are delivering to the Parent this Agreement executed by the Shareholders.

(b) At or prior to the Closing, the Shareholders shall deliver to the Parent:

(i) This Agreement, executed by the Shareholders.

(ii) This Agreement shall constitute a duly executed share transfer power for transfer by the Shareholders of their Company Shares to the Parent (which Agreement shall constitute a limited power of attorney in the Parent or any officer thereof to effectuate any Share transfers as may be required under applicable law, including, without limitation, recording such transfer in the share registry maintained by the Company for such purpose).

SECTION 5.02. Deliveries of the Parent .

(a) Concurrently herewith, the Parent is delivering to the Shareholders and to the Company, a copy of this Agreement executed by the Parent.

(b) Promptly following the Closing, the Parent shall deliver to the Shareholders, certificates representing the new shares of Parent Stock and Interim Stock issued to the Shareholders set forth on Exhibit C or evidence that such securities were issued in book entry form, except as required by the Escrow Agreement.

(c) The Exchange Agreements; resignations of all officer/directors, other than Jonathan Read, who shall not resign as a director; and general releases executed by all officers and directors of the Parent, including Mr. Read.

SECTION 5.03. Deliveries of the Company .

(a) Concurrently herewith, the Company is delivering to the Parent this Agreement executed by the Company.

(b) At or prior to the Closing, the Company shall deliver to the Parent:

(i) a certificate from the Company, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Company’s Charter Documents and resolutions of the Board of Directors of the Company approving this Agreement and the Transactions, are all true, complete and correct and remain in full force and effect; and

(ii) A shareholder list of holders of the Company’s Securities, certified by the Company’s Chief Executive Officer.

ARTICLE VI
Conditions to Closing

SECTION 6.01. Shareholders and Company Conditions Precedent . The obligations of the Shareholders and the Company to enter into and complete the Closing is subject, at the option of the Shareholders and the Company, to the fulfillment on or prior to the Closing Date of the following conditions.

(a) Representations and Covenants . The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder and the Company, a certificate, dated the Closing Date, to the foregoing effect.

(b) Litigation . No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of the Company or the Shareholders, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of the Parent.

(c) No Material Adverse Change . There shall not have been any occurrence, event, incident, action, failure to act, or transaction since December 31, 2018 which has had or is reasonably likely to cause a Parent Material Adverse Effect, except as disclosed in the Parent SEC Reports or in this Agreement.

(d) Post-Closing Capitalization . At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of capital stock of the Parent, on a fully-diluted basis, shall be as described in the Parent SEC Documents, and as contemplated by this Agreement.

(e) SEC Reports . The Parent shall have filed all reports and other documents required to be filed by Parent under the U.S. federal securities laws through the Closing Date other than certain Form 8-Ks disclosed in this Agreement.

(f) OTC Markets . The Parent shall have maintained its status as a Company whose common stock is available for quotation on the Pink Market maintained by OTC Group, Inc., without reservation or limitation, and fully DTC FAST eligible, no chills shall be in effect or threatened and Parent shall not have received any notice that any reason shall exist as to why such status shall not continue immediately following the Closing.

(g) Deliveries . The deliveries specified in Section 5.02 and in the preliminary paragraphs hereto shall have been made by the Parent.

(h) No Suspensions of Trading in Parent Stock; Listing . Trading in the Parent Common stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Parent) at any time since the date of execution of this Agreement, and the Parent Common Stock shall have been at all times since such date listed for trading on a trading market.

(i) Satisfactory Completion of Due Diligence . The Company and the Shareholders shall have completed their legal, accounting and business due diligence of the Parent and the results thereof shall be satisfactory to the Company and the Shareholders in their sole and absolute discretion.

(j) Approvals . The Parent shall have received the Exchange Agreements fully executed. The Interim Preferred and Series B Certificates of Designation shall have been filed with the Nevada Secretary of State and counsel for the Parent shall certify that it has released from escrow the signature pages to the Exchange Agreements.

SECTION 6.02. Parent Conditions Precedent . The obligations of the Parent to enter into and complete the Closing are subject, at the option of the Parent, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Parent in writing.

(a) Representations and Covenants . The representations and warranties of the Shareholders and the Company contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent a certificate, dated the Closing Date, to the foregoing effect.

(b) Litigation . No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of the Parent, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of the Company.

(c) No Material Adverse Change . There shall not have been any occurrence, event, incident, action, failure to act, or transaction since the date hereof which has had or is reasonably likely to cause a Company Material Adverse Effect.

(d) Deliveries . The deliveries specified in Section 5.01 and Section 5.03 shall have been made by the Shareholders and the Company, respectively.

(e) Post-Closing Capitalization . At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the Company, on a fully-diluted basis, shall be described in the Company Disclosure Schedule.

(f) Satisfactory Completion of Due Diligence . The Parent shall have completed its legal, accounting and business due diligence of the Company and the results thereof shall be satisfactory to the Parent in its sole and absolute discretion.

(g) Approvals . The Parent shall have received the Exchange Agreements fully executed. The Interim Preferred and the Series B Certificates of Designation shall have been filed with the Nevada Secretary of State and counsel for the Parent shall certify that it has released from escrow the signature pages to the Exchange Agreements.

ARTICLE VII
Covenants

SECTION 7.01. Public Announcements . The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

SECTION 7.02. Fees and Expenses . All fees and expenses incurred in connection with this Agreement shall be paid by the Party incurring such fees or expenses, whether or not this Agreement is consummated.

SECTION 7.03. Continued Efforts . Each Party shall use commercially reasonable efforts to (a) take all action reasonably necessary to consummate the Transactions, and (b) take such steps and do such acts as may be necessary to keep all of its representations and warranties true and correct as of the Closing Date with the same effect as if the same had been made, and this Agreement had been dated, as of the Closing Date.

SECTION 7.04. Exclusivity . Each of the Parent and the Company shall not (and shall not cause or permit any of their affiliates to) engage in any discussions or negotiations with any person or take any action that would be inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. Each of the Parent and the Company shall notify each other immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.

SECTION 7.05. Filing of 8-K and Press Release . The Parent shall file, no later than four (4) business days of the Closing Date, a Current Report on Form 8-K with the SEC disclosing the terms of this Agreement and other requisite disclosure regarding the Transactions.

SECTION 7.06. Access . Each Party shall permit representatives of any other Party to have full access to all premises, properties, personnel, books, records (including Tax records), contracts, and documents of or pertaining to such Party.

SECTION 7.07. Preservation of Business . From the date of this Agreement until the Closing Date, the Company shall operate only in the ordinary and usual course of business consistent with their respective past practices, and shall use reasonable commercial efforts to (a) preserve intact their respective business organizations, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.

SECTION 7.08. Company Financial Statements . The Company shall, not later than 45 days after execution of this Agreement, deliver to the Parent its opening balance sheet audited by a PCAOB firm as well as pro forma financial statements of the post-Transaction balance sheet of the Parent, on a consolidated basis, and such additional information as is required for the Parent’s Current Reports on Form 8-K required in connection with the Closing.

SECTION 7.09. Board of Directors . At Closing Date, the Parent shall have increased the size of the Board of Directors to five (5) members, all directors and officers other than Jonathan Read shall have resigned who shall appoint Jeffrey Thompson plus up to three (3) new board member nominated by the Company, who are reasonably acceptable to the Parent. Such appointment shall take effect ten (10) days after the Parent’s mailing to its shareholders of an appropriate Schedule 14f-1 with the SEC.

SECTION 7.10. Indemnification of Directors and Officers. The Charter and Bylaws of Parent following the Closing Date will contain provisions with respect to exculpation and indemnification. These provisions will provide for indemnification of directors, officers, employees or agents of Parent to the full extent permitted by Nevada law. Further, no amendment to the Parent’s Articles of Incorporation may alter such indemnification provisions in a manner that makes them less extensive than the provisions now in effect. Such indemnification provisions shall not be amended, repealed or otherwise modified for a period of six years after the Closing Date in any manner that would adversely affect the rights thereunder of individuals who following the Closing Date are directors, officers, employees or agents of Parent unless such modification is required by Law. The Shareholders acknowledge this covenant and agree to abide by it in all respects as shareholders of Parent.

ARTICLE VIII 

Miscellaneous

SECTION 8.01. Notices . All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given upon receipt by the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to the Parent, to:

TimefireVR, Inc.

7150 E. Camelback Rd. Ste. 444

Scottsdale, AZ 85251

Attn: Jonathan Read, CEO

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

Nason Yeager Gerson Harris & Fumero, P.A.

3001 PGA Boulevard, Suite 305

Palm Beach Gardens, FL 33410

Attn: Michael D. Harris, Esq.

If to the Company, to:

Red Cat Propware, Inc.

Attn: Jeffrey Thompson, CEO

Cobian Plaza Office Building

1607 Ponce de Leon Ave, Suite 407

San Juan, PR 00909

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

Laxague Law, Inc.

Attn: Joe Laxague, Esq.

1 East Liberty, Suite 600

Reno, NV 89501

If to the Shareholders at the addresses set forth in Exhibit A hereto.

SECTION 8.02. Amendments; Waivers; No Additional Consideration . No provision of this Agreement may be waived or amended except in a written instrument signed by the Company, Parent and the Shareholders. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

SECTION 8.03. Replacement of Securities . If any certificate or instrument evidencing any Parent Stock is mutilated, lost, stolen or destroyed, the Parent shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefore, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Parent of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Parent Stock. If a replacement certificate or instrument evidencing any Parent Stock is requested due to a mutilation thereof, the Parent may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.

SECTION 8.04. Remedies . In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Shareholders, the Parent and the Company will be entitled to specific performance under this Agreement. The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

SECTION 8.05. Limitation of Liability . Notwithstanding anything herein to the contrary, each of the Parent and the Company acknowledge and agree that the liability of the Shareholders arising directly or indirectly, under any transaction document of any and every nature whatsoever shall be satisfied solely out of the assets of the Shareholders, and that no trustee, officer, other investment vehicle or any other affiliate of the Shareholders or any investor, shareholder or holder of shares of beneficial interest of the Shareholders shall be personally liable for any liabilities of the Shareholders.

SECTION 8.06. Interpretation . When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

SECTION 8.07. Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that Transactions contemplated hereby are fulfilled to the extent possible.

SECTION 8.08. Counterparts; Facsimile Execution . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

SECTION 8.09. Entire Agreement; Third Party Beneficiaries . This Agreement, taken together with the Company Disclosure Schedule and the Parent Disclosure Schedule, (a) constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the Transactions and (b) are not intended to confer upon any person other than the Parties any rights or remedies.

SECTION 8.10. Governing Law; Exclusive Jurisdiction . This Agreement, the legal relations between the parties and any Action, whether contractual or non-contractual, instituted by any party with respect to any matter arising between the parties, including but not limited to matters arising under or in connection with this Agreement, such as the negotiation, execution, interpretation, coverage, scope, performance, breach, termination, validity, or enforceability of this Agreement, shall be governed by and construed in accordance with the internal laws of the State of Nevada without reference to principles of conflicts of laws. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of Nevada and the Federal Courts of the United States of America located within Clark County, Nevada with respect to any matter arising between the parties, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Nevada State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. With respect to any particular action, suit or proceeding arising between the parties, including but not limited to matters arising under or in connection with this Agreement, venue shall lie solely in any Clark County or any Federal Court of the United States of America sitting in the Clark County, Nevada.

SECTION 8.11. Assignment . Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

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

The Parent:

By: /s/ Jonathan Read

Name: Jonathan Read

Title: Chief Executive Officer

The Company:

By: /s/ Jeffrey Thompson

Name: Jeffrey Thompson

Title: Chief Executive Officer

Exhibit 10.2

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.

No. of Shares of Common Stock: 563,848,196

WARRANT

to Purchase Common Stock of

TimeFireVR, Inc.
a Nevada Corporation

This Warrant certifies that Cavalry Fund I LP (“Purchaser”), is entitled to purchase from TimeFireVR, Inc. , a Nevada corporation (the “Company”), 563,848,196 shares of Common Stock (or any portion thereof) at an exercise price of $ 0.00027 per share of Common Stock, for a period of five (5) years from the date hereof, all on the terms and conditions hereinafter provided.

Section 1. Certain Definitions . As used in this Warrant, unless the context otherwise requires:

“ Articles ” shall mean the Articles of Incorporation of the Company, as in effect from time to time.

“ Common Stock ” shall mean the Company’s authorized common stock, no par value per share.

“ Exercise Price ” shall mean the exercise price per share of Common Stock set forth above, as adjusted from time to time pursuant to Section 3 hereof.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Warrant ” shall mean this Warrant and all additional or new warrants issued upon division or combination of, or in substitution for, this Warrant. All such additional or new warrants shall at all times be identical as to terms and conditions and date, except as to the number of shares of Common Stock for which they may be exercised.

“ Warrant Stock ” shall mean the shares of Common Stock purchasable by the holder of this Warrant upon the exercise of such Warrant.

“ Warrantholder ” shall mean the Purchaser, as the initial holder of this Warrant, and its nominees, successors or assigns, including any subsequent holder of this Warrant to whom it has been legally transferred.

Section 2. Exercise of Warrant .

(a) At any time during the five (5) years following the date hereof, the Purchaser may at any time and from time to time exercise this Warrant, in whole or in part.

(b) (i) The Warrantholder shall exercise this Warrant by means of delivering to the Company at its office identified in Section 14 hereof (i) a written notice of exercise, including the number of shares of Warrant Stock to be delivered pursuant to such exercise, (ii) this Warrant and (iii) payment equal to the Exercise Price in accordance with Section 2(b)(ii). In the event that any exercise shall not be for all shares of Warrant Stock purchasable hereunder, the Company shall deliver to the Warrantholder a new Warrant registered in the name of the Warrantholder, of like tenor to this Warrant and for the remaining shares of Warrant Stock purchasable hereunder, within ten (10) days of any such exercise. Such notice of exercise shall be in the Subscription Form set out at the end of this Warrant.

(ii) The Warrantholder may elect to pay the Exercise Price to the Company either by cash, certified check or wire transfer.

(c) Upon exercise of this Warrant and delivery of the Subscription Form with proper payment relating thereto, the Company shall cause to be executed and delivered to the Warrantholder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise.

(d) The stock certificate or certificates for Warrant Stock to be delivered in accordance with this Section 2 shall be in such denominations as may be specified in said notice of exercise and shall be registered in the name of the Warrantholder or such other name or names as shall be designated in said notice. Such certificate or certificates shall be deemed to have been issued and the Warrantholder or any other person so designated to be named therein shall be deemed to have become the holder of record of such shares, including to the extent permitted by law the right to vote such shares or to consent or to receive notice as stockholders, as of the time said notice is delivered to the Company as aforesaid.

(e) The Company shall pay all expenses payable in connection with the preparation, issue and delivery of stock certificates under this Section 2, including any transfer taxes resulting from the exercise of the Warrant and the issuance of Warrant Stock hereunder.

(f) All shares of Warrant Stock issuable upon the exercise of this Warrant in accordance with the terms hereof shall be validly issued, fully paid and nonassessable, and free from all liens and other encumbrances thereon, other than liens or other encumbrances created by the Warrantholder.

(g) In no event shall any fractional share of Common Stock of the Company be issued upon any exercise of this Warrant. If, upon any exercise of this Warrant, the Warrantholder would, except as provided in this paragraph, be entitled to receive a fractional share of Common Stock, then the Company shall deliver in cash to such holder an amount equal to such fractional interest.

Section 3. Piggy-back Registration Rights. If, at any time during the term of this Warrant, the Company shall determine to prepare and file with the Securities and Exchange Commission either: (i) a registration statement under the Securities Act, other than on Form S-4 or Form S-8; or (ii) an offering statement under Regulation A, relating to an offering for its own account or the account of others of any of its equity securities, then the Company shall deliver to the Warrantholder a written notice of such determination and, if within fifteen days after the date of the delivery of such notice, the Warrantholder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of the shares of Common Stock issuable upon exercise of this Warrant as the Warrantholder requests to be so registered or offered; provided , however , that the Company shall not be required to register or offer any securities pursuant to this Section 3 that are eligible for resale pursuant to Rule 144(k) promulgated under the Securities Act or that are already the subject of a then effective registration statement or then qualified offering statement. Inclusion of shares of Common Stock issuable upon exercise of this Warrant in an offering statement made under Regulation A shall be subject to the dollar limits imposed on selling security holders under Rule 251(a) under the Securities Act, if applicable.

Section 4. Adjustment of Exercise Price and Warrant Stock .

(a) If, at any time prior to the Expiration Date, the number of outstanding shares of Common Stock is (i) increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, or (ii) decreased by a combination of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive the benefits of such stock dividend, subdivision, split-up, or combination, the Exercise Price shall be adjusted to a new amount equal to the product of (I) the Exercise Price in effect on such record date and (II) the quotient obtained by dividing (x) the number of shares of Common Stock outstanding on such record date (without giving effect to the event referred to in the foregoing clause (i) or (ii)), by (y) the number of shares of Common Stock which would be outstanding immediately after the event referred to in the foregoing clause (i) or (ii), if such event had occurred immediately following such record date.

(b) Upon each adjustment of the Exercise Price as provided in Section 3 (a), the Warrantholder shall thereafter be entitled to subscribe for and purchase, at the Exercise Price resulting from such adjustment, the number of shares of Warrant Stock equal to the product of (i) the number of shares of Warrant Stock existing prior to such adjustment and (ii) the quotient obtained by dividing (I) the Exercise Price existing prior to such adjustment by (II) the new Exercise Price resulting from such adjustment.

(c) If, at any time prior to the Expiration Date, there occurs an event which would cause the automatic conversion (“Automatic Conversion”) of the Warrant Stock into shares of the Company’s common stock (“Common Stock”) in accordance with the Articles, then any Warrant shall thereafter be exercisable, prior to the Expiration Date, into the number of shares of Common Stock into which the Warrant Stock would have been convertible pursuant to the Charter if the Automatic Conversion had not taken place.

Section 5. Division and Combination . This Warrant may be divided or combined with other Warrants upon presentation at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Warrantholder or its agent or attorney. The Company shall pay all expenses in connection with the preparation, issue and delivery of Warrants under this Section 4, including any transfer taxes resulting from the division or combination hereunder. The Company agrees to maintain at its aforesaid office books for the registration of the Warrants.

Section 6. Reclassification, Etc . In case of any reclassification or change of the outstanding Common of the Company (other than as a result of a subdivision, combination or stock dividend), or in case of any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock of the Company) at any time prior to the Expiration Date, then, as a condition of such reclassification, reorganization, change, consolidation or merger, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Warrantholder, so that the Warrantholder shall have the right prior to the Expiration Date to purchase, at a total price not to exceed that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation or merger by a holder of the number of shares of Common Stock of the Company which might have been purchased by the Warrantholder immediately prior to such reclassification, reorganization, change, consolidation or merger, in any such case appropriate provisions shall be made with respect to the rights and interest of the Warrantholder to the end that the provisions hereof (including provisions for the adjustment of the Exercise Price and of the number of shares purchasable upon exercise of this Warrant) shall thereafter be applicable in relation to any shares of stock and other securities and property thereafter deliverable upon exercise hereof.

Section 7. Reservation and Authorization of Capital Stock . The Company shall at all times reserve and keep available for issuance such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants.

Section 8. Stock and Warrant Books . The Company will not at any time, except upon dissolution, liquidation or winding up, close its stock books or Warrant books so as to result in preventing or delaying the exercise of any Warrant.

Section 9. Limitation of Liability . No provisions hereof, in the absence of affirmative action by the Warrantholder to purchase Warrant Stock hereunder, shall give rise to any liability of the Warrantholder to pay the Exercise Price or as a stockholder of the Company (whether such liability is asserted by the Company or creditors of the Company).

Section 10. Transfer . Subject to compliance with the Securities Act and the applicable rules and regulations promulgated thereunder, this Warrant and all rights hereunder shall be transferable in whole or in part. Any such transfer shall be made at the office or agency of the Company at which this Warrant is exercisable, by the registered holder hereof in person or by its duly authorized attorney, upon surrender of this Warrant together with the assignment hereof properly endorsed, and promptly thereafter a new warrant shall be issued and delivered by the Company, registered in the name of the assignee. Until registration of transfer hereof on the books of the Company, the Company may treat the Purchaser as the owner hereof for all purposes.

Section 11. Investment Representations; Restrictions on Transfer of Warrant Stock . Unless a current registration statement under the Securities Act shall be in effect with respect to the Warrant Stock to be issued upon exercise of this Warrant, the Warrantholder, by accepting this Warrant, covenants and agrees that, at the time of exercise hereof, and at the time of any proposed transfer of Warrant Stock acquired upon exercise hereof, such Warrantholder will deliver to the Company a written statement that the securities acquired by the Warrantholder upon exercise hereof are for the account of the Warrantholder or are being held by the Warrantholder as trustee, investment manager, investment advisor or as any other fiduciary for the account of the beneficial owner or owners for investment and are not acquired with a view to, or for sale in connection with, any distribution thereof (or any portion thereof) and with no present intention (at any such time) of offering and distributing such securities (or any portion thereof).

Section 12. Loss, Destruction of Warrant Certificates . Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity and/or security satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

Section 13. Amendments . The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Company and the Warrantholder.

Section 14. Notices Generally . Any notice, request, consent, other communication or delivery pursuant to the provisions hereof shall be in writing and shall be sent by one of the following means: (i) by registered or certified first class mail, postage prepaid, return receipt requested; (ii) by facsimile transmission with confirmation of receipt; (iii) by nationally recognized courier service guaranteeing overnight delivery; or (iv) by personal delivery, and shall be properly addressed to the Warrantholder at the last known address or facsimile number appearing on the books of the Company, or, except as herein otherwise expressly provided, to the Company at its principal executive office, or such other address or facsimile number as shall have been furnished to the party giving or making such notice, demand or delivery.

Section 15. Successors and Assigns . This Warrant shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective permitted successors and assigns.

Section 16. Governing Law . In all respects, including all matters of construction, validity and performance, this Warrant and the obligations arising hereunder shall be governed by, and construed and enforced in accordance with the laws of the State of Nevada.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President.

Dated: May 15, 2019

TimeFireVR, Inc.
a Nevada Corporation

By: /s/ Jonathan Read

Jonathan Read, CEO

SUBSCRIPTION FORM

(to be executed only upon exercise of Warrant)

To: TimeFireVR, Inc..

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby irrevocably elects to purchase __________ shares of the Common Stock covered by such Warrant and herewith makes payment of $__________, representing the full purchase price for such shares at the price per share provided for in such Warrant.

Dated: ____________

Name:_______________________

Signature:_____________________

Address:______________________

Exhibit 10.3

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (this “Agreement”), entered into as of May 15, 2019, sets forth the terms and conditions of an award (this “Award”) of restricted stock units (“Units”) granted by TimefireVR Inc., a Nevada corporation (the “Company”), to Jonathan Read (the “Recipient”).

BACKGROUND

The Company owes the Recipient compensation for performing services for the Company in the amount of $35,000 (the “Compensation”). The Company and the Recipient agree that in exchange for the Compensation owed to Recipient, the Company will grant the Recipient Units pursuant to this Agreement.

Now, therefore, In consideration of the promises contained in this Agreement, the parties agree as follows:

1. Award . The Recipient has been granted as of the date of this Agreement (the “Grant Date”) the right to receive 50,000,000 shares of common stock (the “RSUs”) subject to adjustment under Section 10. Any certificates issued following vesting of the Units shall contain an appropriate restrictive legend.

2. Delivery . The Units are fully vested. The Units shall be paid in the form of shares of the Company’s common stock (“Common Stock”) with delivery of the Common Stock to take place on the second anniversary of the Grant Date (the “Delivery Date”).

3. Rights . Except as provided in Section 10, the Recipient will receive no benefit with respect to any cash or stock dividend, or other distributions. Further, the Recipient will have no voting rights with respect to the Units until the shares of Common Stock are issued on the Delivery Date.

4. Forfeiture . Notwithstanding any other provision of this Agreement, at the option of the Board of Directors or the Compensation Committee, the Units shall be immediately forfeited in the event of:

(a) Purchasing or selling securities of the Company in violation of the Company’s inside information guidelines then in effect;

(b) Breaching any duty of confidentiality including that required by the Company’s inside information guidelines then in effect;

(c) Competing with the Company;

(d) Being unavailable for consultation after ceasing to perform services for the Company employ if such availability is a condition of any agreement between the Company and the Recipient; or

(e) Recruitment of Company personnel after termination of the Recipient’s relationship with the Company, whether such termination is voluntary or for cause;

5. Restriction on Transfer . The Recipient shall not sell, transfer, pledge, hypothecate or otherwise dispose of any Units prior to the Delivery Date.

6. Securities . In order to enable the Company to comply with the Securities Act of 1933 (the “Securities Act”) and relevant state law, the Recipient acknowledges that the Units are being acquired for his own account, for investment only, with no view to the distribution of same, and that any subsequent resale of the Units either shall be made pursuant to a registration statement under the Securities Act of 1933 and applicable state law, or pursuant to an exemption from registration thereunder.

7. Tax Withholding . The Recipient acknowledges and agrees that the Company may require the Recipient to pay, or may withhold from sums owed by the Company to the Recipient, any amount necessary to comply with the minimum applicable withholding requirements that the Company deems necessary to comply with any federal, state or local withholding requirements for income and employment tax purposes.

8. No Obligation to Minimize Taxes . The Company has no duty or obligation to minimize the tax consequences of this Award to the Recipient and will not be liable to the Recipient for any adverse tax consequences arising in connection with the delivery of the common stock.  The Recipient has been advised to consult with his own personal tax, financial and/or legal advisors regarding the tax consequences of this award.

9. 409A Compliance . The provisions of this Agreement and the issuance of the shares of Common Stock underlying the Units is intended to comply Internal Revenue Code Section 409A. In the event that the Recipient is a "specified employee" (as described in Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation subject to the six-month delay requirement described in Code Section 409A(2)(b), then no such payment or benefit shall be made before six months after the Recipient's "separation from service" (as described in Section 409A) (or, if earlier, the date of the Recipient's death). Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period.

10. Adjustments . The number of shares of Common Stock deliverable under this Agreement are subject to adjustment from time to time upon the occurrence of any of the events specified in this Section 10. For the purpose of this Section 10, “Common Stock” means shares now or hereafter authorized of any class of common stock of the Company, however designated, that has the right to participate in any distribution of the assets or earnings of the Company without limit as to per share amount (excluding, and subject to any prior rights of, any class or series of preferred stock).

(a) In case the Company shall (i) pay a dividend or make a distribution in shares of Common Stock to holders of shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, then the number and kind of securities issuable on such date, shall be proportionately adjusted so that the Recipient hereafter shall be entitled to receive the aggregate number and kind of shares of Common Stock (or such other securities other than Common Stock) of the Company, the Recipient would have been entitled to receive by virtue of such dividend, distribution, subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur.

(b) In case the Company shall fix a record date for the making of a distribution to all holders of Common Stock of cash, evidences of indebtedness or assets, or subscription rights or warrant (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation), the Recipient shall be entitled to receive such distribution as if he owned shares of Common Stock as of such record date.

(c) In the event that at any time, as a result of an adjustment made pursuant to Section 10(c) above, the Recipient shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Common Stock contained in this Section 10.

(d) If the Company merges or consolidates into or with another corporation or entity, or if another corporation or entity merges into or with the Company (excluding such a merger in which the Company is the surviving or continuing corporation and which does not result in any reclassification, conversion, exchange, or cancellation of the outstanding shares of Common Stock), or if all or substantially all of the assets or business of the Company are sold or transferred to another corporation, entity, or person, then, as a condition to such consolidation, merger, or sale (any a “Transaction”), the Company shall require the surviving entity to assume this Agreement and provide the Recipient with the equivalent number of shares on the same terms and conditions.

(e) In case any event shall occur as to which the other provisions of this Section 10 are not strictly applicable but the failure to make any adjustment would not fairly protect the purchase rights represented by this Agreement in accordance with the essential intent and principles hereof, then, in each such case, the Company shall effect such adjustment, on a basis consistent with the essential intent and principles established in this Section 10, as may be necessary to preserve, without dilution, the rights represented by this Agreement.

(f) Notice of Adjustments . Upon the occurrence of each adjustment pursuant to this Section 10, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Agreement and prepare a certificate setting forth such adjustment, including a statement of the adjusted number or type of capital stock or other securities deliverable under this Agreement, describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Recipient and to the Company’s Transfer Agent.

11. Notices and Addresses . All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, or by email as follows:

or to such other address as either of them, by notice to the other may designate from time to time.

12. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile or email (PDF) signature.

13. Attorney’s Fees . In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to a reasonable attorney’s fee, costs and expenses.

14. Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement, and such term or condition except to such extent or in such application, shall not be affected hereby and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent and in the broadest application permitted by law.

15. Entire Agreement . This Agreement represents the entire agreement and understanding between the parties solely with respect to the award and supersedes all prior negotiations, understandings, representations (if any), and agreements made by and between the parties. Each party specifically acknowledges, represents and warrants that they have not been induced to sign this Agreement.

16. Governing Law . This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of Nevada without regard to choice of law considerations.

17. Headings . The headings in this Agreement are for the purpose of convenience only and are not intended to define or limit the construction of the provisions hereof.

18. Arbitration . Any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the parties are unable to resolve by mutual agreement, except to the extent a party is seeking equitable relief, shall be settled by submission by either party of the controversy, claim or dispute to binding arbitration in Las Vegas, Nevada (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the rules of the American Arbitration Association then in effect. The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.

[Signature Page Attached]

 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered as of the date aforesaid.

[Signature Page to the RSU Agreement]

Exhibit 10.4

SECURITIES EXCHANGE AGREEMENT

This SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of this 13th day of May, 2019 (the “Effective Date”) by and between the party on the signature page to this Agreement (the “Investor”), and TimefireVR, Inc., a Nevada corporation (“Timefire” or the “Company”) (collectively, the Investor and Timefire are the “Parties”).

Background

This Agreement contemplates a transaction in which the Investor will exchange all of its derivative securities of the Company including, Series E Convertible Preferred Stock, if any, Notes, if any, Options, if any and Warrants, if any (collectively the “Securities”) for shares of the Company’s Series B Convertible Preferred Stock (the “Series B”) pursuant to the terms contained below;

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. Exchange; Convertible Restriction and Proxy .

1.1 Exchange . Timefire agrees to exchange the Securities held by the Investor for shares of the Company’s Series B in the amounts as designated opposite the name of such Investor on Exhibit A attached hereto and incorporated by reference, and the Investor agrees to exchange its Securities for Series B. The Investor hereby agrees to accept from the Company, and the Company hereby agrees to issue to the Investor, at the closing, the Series B in full satisfaction of any obligations due the Investor as set out in Exhibit A . The exchange contemplated by this transaction shall occur immediately prior to the closing of the Share Exchange Agreement by and among the Company, Red Cat Propware, Inc. (“Red Cat”) and shareholders of Red Cat dated the Effective Date (the “Red Cat Agreement”).

1.2 Convertible Restriction . The Series B shares may not be converted into shares of the Company’s common stock until the Company has taken the action to authorize the increase shares of common stock whether by way of a reverse stock split or otherwise.

1.3 Proxy . Upon receipt of the Series B shares and as consideration for the Series B shares, the Investor hereby irrevocably appoints Jeffrey Thompson, or if unavailable, the Chief Executive Officer of the Company to vote the Investor’s Series B shares in favor of the Company’s action to authorize the increase of shares of common stock by way of a reverse stock split or other proposal to increase the Company’s capital. This proxy is irrevocable and expires upon the earlier of (i) the filing of articles of amendment permitting the conversion of all the Series B shares or (ii) December 31, 2019.

2. Representations and Warranties of the Company . As an inducement to the Investor to enter into this Agreement and consummate the transaction contemplated hereby, the Company, subject to beneficial ownership limits, hereby makes the following representations and warranties, each of which is true and correct in all material respects on the date hereof and will be true and correct in all material respects on the closing date:

2.1. Organization, Standing and Power . The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority and approvals necessary to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. “Material Adverse Effect” means any effect which, individually or in the aggregate with all other effects, reasonably would be expected to be materially adverse to the business, operations, properties, financial condition, or operating results of the Company.

2.2. Authority . The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company.

2.3. Non-Contravention . The execution and delivery of this Agreement by the Company and the observance and performance of the terms and provisions contained herein do not constitute a violation or breach of any applicable law, or any provision of any other contract or instrument to which the Company is a party or by which it is bound, or any order, writ, injunction, decree, statute, rule, by-law or regulation applicable to the Company.

2.4. Litigation . There are no actions, suits, or proceedings pending or, to the best of the Company’s knowledge, threatened, which could in any manner restrain or prevent the Company from effectually and legally exchanging the Securities pursuant to the terms and provisions of this Agreement.

2.5. Brokers’ Fees . The Company has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

3. Representations and Warranties of the Investor . As an inducement to Timefire to enter into this Agreement and to consummate the transactions contemplated hereby, the Investor hereby makes the following representations and warranties, each of which is true and correct in all material respects on the date hereof and will be true and correct in all material respects on the closing date:

3.1. Authority . The Investor has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Investor, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Investor.

3.2. Non-Contravention . The execution and delivery of this Agreement by the Investor and the observance and performance of the terms and provisions of this Agreement on the part of the Investor to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Investor is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it.

3.3. Litigation There are no actions, suits, or proceedings pending or, to the best of the Investor’s knowledge, threatened, which could in any manner restrain or prevent the Investor from effectually and legally exchanging the Securities pursuant to the terms and provisions of this Agreement.

3.4. Brokers’ Fees . The Investor has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

3.5. Acquired for Own Account. The Securities to be acquired by the Investor hereunder will be acquired for investment for its own account, and not with a view to the resale or distribution of any part thereof, and the Investor has no present intention of selling or otherwise distributing the Securities, except in compliance with applicable securities laws.

3.6. Available Information . The Investor has such knowledge and experience in financial and business matters that it can evaluate the merits and risks of an investment in the Company. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Interim Preferred Stock. The Investor has had the opportunity to review the reports the Company has filed with the Securities and Exchange Commission at www.SEC.gov/EDGAR.

3.7. Non-Registration . The Investor understands that the Securities has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein.

3.8. Restricted Securities . The Investor understands that the Securities are characterized as “restricted securities” under the Securities Act. The Investor further acknowledges that the Securities may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Investor represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

3.9. Legends. It is understood that the certificates for the Securities will bear the following legend or another legend that is similar to the following:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

and any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.10. Accredited Investor . The Investor is an “accredited investor” within the meaning of Rule 501 under the Securities Act and the Investor was not organized for the specific purpose of acquiring the Securities.

4. Survival of Representations and Warranties and Agreements . All representations and warranties of the Parties contained in this Agreement shall survive the execution and delivery of this Agreement.

5. Indemnification .

5.1. Indemnification Provisions for Benefit of the Investor . In the event Timefire breaches any of its representations, warranties, and/or covenants contained herein, and provided that the Investor makes a written claim for indemnification against Timefire, then Timefire agrees to indemnify the Investor from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.

5.2. Indemnification Provisions for Benefit of Timefire . In the event the Investor breaches any of its representations, warranties, and/or covenants contained herein, and provided that Timefire makes a written claim for indemnification against the Investor, then the Investor agrees to indemnify Timefire from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.

6. Post-Closing Covenants . The Parties agree as follows with respect to the period following the closing:

6.1. General. In case at any time after the closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Party may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Section 5).

6.2. Company . Timefire hereby covenants that, after the closing, Timefire will, at the request of Investor, execute, acknowledge and deliver to the Investor without further consideration, all such further assignments, conveyances, consents and other documents, and take such other action, as the Investor may reasonably request (a) to transfer to, vest and protect in the Investor and its right, title and interest in the preferred stock, and (b) otherwise to consummate or effectuate the transactions contemplated by this Agreement.

7. Expenses . Except as otherwise provided in this Agreement, all Parties hereto shall pay their own expenses, including legal and accounting fees, in connection with the transactions contemplated herein.

8. Severability . In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted.

9. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

10. Benefit . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the Parties or their respective heirs, successors and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Agreement.

11. Notices and Addresses . All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar overnight next business day delivery, or by email followed by overnight next business day delivery, as follows:

or to such other address as any of them, by notice to the other may designate from time to time.

12. Attorney's Fees . In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or arbitration proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to a reasonable attorney's fee, including the fees on appeal, costs and expenses.

13. Governing Law . This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the laws of the State of Nevada.

14. Oral Evidence . This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against whom enforcement or the change, waiver discharge or termination is sought.

15. Assignment . No Party hereto shall assign its rights or obligations under this Agreement without the prior written consent of the other Party.

16. Section Headings . Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.

17. Effectiveness of this Agreement . This Agreement and the Exchange contemplated by Section 1 shall only occur immediately prior to the closing of the Red Cat Agreement. Counsel for the Company shall hold the signature pages in escrow until all Investors provide written consent to release the signature pages to this Agreement. If the Red Cat Agreement does not close within three business days after such release, the Company shall immediately take action to file a Certificate of Designation for Series E Convertible Preferred Stock, issue new certificates to the Investors which exchanged Series E Convertible Preferred Stock and reissue certificates, a Stock Option Agreement and Notes for the other Securities exchanged under this Agreement so that the Investors have the same Securities they exchanged with all rights and preferences. The Series B shall in that event be null and void.

18. Waiver of Registration Rights . To the extent that any Investors have rights to cause the Company to register any Securities whether under the Registration Rights Agreements or otherwise, such rights are waived effective with the closing of the Red Cat Agreement.

[Signature Pages Attached]

IN WITNESS WHEREOF the parties hereto have set their hand and seals as of the above date.

[Signature Page to the Securities Exchange Agreement]

[Signature Page to the Securities Exchange Agreement]

EXHIBIT A

Preferred Series B Share Exchange Amounts

Exhibit 10.5

SECURITIES EXCHANGE AGREEMENT

This SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of this 13th day of May, 2019 (the “Effective Date”) by and between the party on the signature page to this Agreement (the “Investor”), and TimefireVR, Inc., a Nevada corporation (“Timefire” or the “Company”) (collectively, the Investor and Timefire are the “Parties”).

Background

This Agreement contemplates a transaction in which the Investor will exchange all of its derivative securities of the Company including, Series E Convertible Preferred Stock, if any, Notes, if any, Options, if any and Warrants, if any (collectively the “Securities”) for shares of the Company’s Series B Convertible Preferred Stock (the “Series B”) pursuant to the terms contained below;

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. Exchange; Convertible Restriction and Proxy .

1.1 Exchange . Timefire agrees to exchange the Securities held by the Investor for shares of the Company’s Series B in the amounts as designated opposite the name of such Investor on Exhibit A attached hereto and incorporated by reference, and the Investor agrees to exchange its Securities for Series B. The Investor hereby agrees to accept from the Company, and the Company hereby agrees to issue to the Investor, at the closing, the Series B in full satisfaction of any obligations due the Investor as set out in Exhibit A . The exchange contemplated by this transaction shall occur immediately prior to the closing of the Share Exchange Agreement by and among the Company, Red Cat Propware, Inc. (“Red Cat”) and shareholders of Red Cat dated the Effective Date (the “Red Cat Agreement”).

1.2 Convertible Restriction . The Series B shares may not be converted into shares of the Company’s common stock until the Company has taken the action to authorize the increase shares of common stock whether by way of a reverse stock split or otherwise.

1.3 Proxy . Upon receipt of the Series B shares and as consideration for the Series B shares, the Investor hereby irrevocably appoints Jeffrey Thompson, or if unavailable, the Chief Executive Officer of the Company to vote the Investor’s Series B shares in favor of the Company’s action to authorize the increase of shares of common stock by way of a reverse stock split or other proposal to increase the Company’s capital. This proxy is irrevocable and expires upon the earlier of (i) the filing of articles of amendment permitting the conversion of all the Series B shares or (ii) December 31, 2019.

2. Representations and Warranties of the Company . As an inducement to the Investor to enter into this Agreement and consummate the transaction contemplated hereby, the Company, subject to beneficial ownership limits, hereby makes the following representations and warranties, each of which is true and correct in all material respects on the date hereof and will be true and correct in all material respects on the closing date:

2.1. Organization, Standing and Power . The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority and approvals necessary to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. “Material Adverse Effect” means any effect which, individually or in the aggregate with all other effects, reasonably would be expected to be materially adverse to the business, operations, properties, financial condition, or operating results of the Company.

2.2. Authority . The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company.

2.3. Non-Contravention . The execution and delivery of this Agreement by the Company and the observance and performance of the terms and provisions contained herein do not constitute a violation or breach of any applicable law, or any provision of any other contract or instrument to which the Company is a party or by which it is bound, or any order, writ, injunction, decree, statute, rule, by-law or regulation applicable to the Company.

2.4. Litigation . There are no actions, suits, or proceedings pending or, to the best of the Company’s knowledge, threatened, which could in any manner restrain or prevent the Company from effectually and legally exchanging the Securities pursuant to the terms and provisions of this Agreement.

2.5. Brokers’ Fees . The Company has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

3. Representations and Warranties of the Investor . As an inducement to Timefire to enter into this Agreement and to consummate the transactions contemplated hereby, the Investor hereby makes the following representations and warranties, each of which is true and correct in all material respects on the date hereof and will be true and correct in all material respects on the closing date:

3.1. Authority . The Investor has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Investor, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Investor.

3.2. Non-Contravention . The execution and delivery of this Agreement by the Investor and the observance and performance of the terms and provisions of this Agreement on the part of the Investor to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Investor is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it.

3.3. Litigation There are no actions, suits, or proceedings pending or, to the best of the Investor’s knowledge, threatened, which could in any manner restrain or prevent the Investor from effectually and legally exchanging the Securities pursuant to the terms and provisions of this Agreement.

3.4. Brokers’ Fees . The Investor has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

3.5. Acquired for Own Account. The Securities to be acquired by the Investor hereunder will be acquired for investment for its own account, and not with a view to the resale or distribution of any part thereof, and the Investor has no present intention of selling or otherwise distributing the Securities, except in compliance with applicable securities laws.

3.6. Available Information . The Investor has such knowledge and experience in financial and business matters that it can evaluate the merits and risks of an investment in the Company. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Interim Preferred Stock. The Investor has had the opportunity to review the reports the Company has filed with the Securities and Exchange Commission at www.SEC.gov/EDGAR.

3.7. Non-Registration . The Investor understands that the Securities has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein.

3.8. Restricted Securities . The Investor understands that the Securities are characterized as “restricted securities” under the Securities Act. The Investor further acknowledges that the Securities may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Investor represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

3.9. Legends. It is understood that the certificates for the Securities will bear the following legend or another legend that is similar to the following:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

and any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.10. Accredited Investor . The Investor is an “accredited investor” within the meaning of Rule 501 under the Securities Act and the Investor was not organized for the specific purpose of acquiring the Securities.

4. Survival of Representations and Warranties and Agreements . All representations and warranties of the Parties contained in this Agreement shall survive the execution and delivery of this Agreement.

5. Indemnification .

5.1. Indemnification Provisions for Benefit of the Investor . In the event Timefire breaches any of its representations, warranties, and/or covenants contained herein, and provided that the Investor makes a written claim for indemnification against Timefire, then Timefire agrees to indemnify the Investor from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.

5.2. Indemnification Provisions for Benefit of Timefire . In the event the Investor breaches any of its representations, warranties, and/or covenants contained herein, and provided that Timefire makes a written claim for indemnification against the Investor, then the Investor agrees to indemnify Timefire from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.

6. Post-Closing Covenants . The Parties agree as follows with respect to the period following the closing:

6.1. General. In case at any time after the closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Party may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Section 5).

6.2. Company . Timefire hereby covenants that, after the closing, Timefire will, at the request of Investor, execute, acknowledge and deliver to the Investor without further consideration, all such further assignments, conveyances, consents and other documents, and take such other action, as the Investor may reasonably request (a) to transfer to, vest and protect in the Investor and its right, title and interest in the preferred stock, and (b) otherwise to consummate or effectuate the transactions contemplated by this Agreement.

7. Expenses . Except as otherwise provided in this Agreement, all Parties hereto shall pay their own expenses, including legal and accounting fees, in connection with the transactions contemplated herein.

8. Severability . In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted.

9. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

10. Benefit . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the Parties or their respective heirs, successors and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Agreement.

11. Notices and Addresses . All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar overnight next business day delivery, or by email followed by overnight next business day delivery, as follows:

or to such other address as any of them, by notice to the other may designate from time to time.

12. Attorney's Fees . In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or arbitration proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to a reasonable attorney's fee, including the fees on appeal, costs and expenses.

13. Governing Law . This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the laws of the State of Nevada.

14. Oral Evidence . This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against whom enforcement or the change, waiver discharge or termination is sought.

15. Assignment . No Party hereto shall assign its rights or obligations under this Agreement without the prior written consent of the other Party.

16. Section Headings . Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.

17. Effectiveness of this Agreement . This Agreement and the Exchange contemplated by Section 1 shall only occur immediately prior to the closing of the Red Cat Agreement. Counsel for the Company shall hold the signature pages in escrow until all Investors provide written consent to release the signature pages to this Agreement. If the Red Cat Agreement does not close within three business days after such release, the Company shall immediately take action to file a Certificate of Designation for Series E Convertible Preferred Stock, issue new certificates to the Investors which exchanged Series E Convertible Preferred Stock and reissue certificates, a Stock Option Agreement and Notes for the other Securities exchanged under this Agreement so that the Investors have the same Securities they exchanged with all rights and preferences. The Series B shall in that event be null and void.

18. Waiver of Registration Rights . To the extent that any Investors have rights to cause the Company to register any Securities whether under the Registration Rights Agreements or otherwise, such rights are waived effective with the closing of the Red Cat Agreement.

[Signature Pages Attached]

IN WITNESS WHEREOF the parties hereto have set their hand and seals as of the above date.

[Signature Page to the Securities Exchange Agreement]

[Signature Page to the Securities Exchange Agreement]

EXHIBIT A

Preferred Series B Share Exchange Amounts

Exhibit 10.6

SECURITIES EXCHANGE AGREEMENT

This SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of this 13th day of May, 2019 (the “Effective Date”) by and between the party on the signature page to this Agreement (the “Investor”), and TimefireVR, Inc., a Nevada corporation (“Timefire” or the “Company”) (collectively, the Investor and Timefire are the “Parties”).

Background

This Agreement contemplates a transaction in which the Investor will exchange all of its derivative securities of the Company including, Series E Convertible Preferred Stock, if any, Notes, if any, Options, if any and Warrants, if any (collectively the “Securities”) for shares of the Company’s Series B Convertible Preferred Stock (the “Series B”) pursuant to the terms contained below;

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. Exchange; Convertible Restriction and Proxy .

1.1 Exchange . Timefire agrees to exchange the Securities held by the Investor for shares of the Company’s Series B in the amounts as designated opposite the name of such Investor on Exhibit A attached hereto and incorporated by reference, and the Investor agrees to exchange its Securities for Series B. The Investor hereby agrees to accept from the Company, and the Company hereby agrees to issue to the Investor, at the closing, the Series B in full satisfaction of any obligations due the Investor as set out in Exhibit A . The exchange contemplated by this transaction shall occur immediately prior to the closing of the Share Exchange Agreement by and among the Company, Red Cat Propware, Inc. (“Red Cat”) and shareholders of Red Cat dated the Effective Date (the “Red Cat Agreement”).

1.2 Convertible Restriction . The Series B shares may not be converted into shares of the Company’s common stock until the Company has taken the action to authorize the increase shares of common stock whether by way of a reverse stock split or otherwise.

1.3 Proxy . Upon receipt of the Series B shares and as consideration for the Series B shares, the Investor hereby irrevocably appoints Jeffrey Thompson, or if unavailable, the Chief Executive Officer of the Company to vote the Investor’s Series B shares in favor of the Company’s action to authorize the increase of shares of common stock by way of a reverse stock split or other proposal to increase the Company’s capital. This proxy is irrevocable and expires upon the earlier of (i) the filing of articles of amendment permitting the conversion of all the Series B shares or (ii) December 31, 2019.

2. Representations and Warranties of the Company . As an inducement to the Investor to enter into this Agreement and consummate the transaction contemplated hereby, the Company, subject to beneficial ownership limits, hereby makes the following representations and warranties, each of which is true and correct in all material respects on the date hereof and will be true and correct in all material respects on the closing date:

2.1. Organization, Standing and Power . The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority and approvals necessary to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. “Material Adverse Effect” means any effect which, individually or in the aggregate with all other effects, reasonably would be expected to be materially adverse to the business, operations, properties, financial condition, or operating results of the Company.

2.2. Authority . The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company.

2.3. Non-Contravention . The execution and delivery of this Agreement by the Company and the observance and performance of the terms and provisions contained herein do not constitute a violation or breach of any applicable law, or any provision of any other contract or instrument to which the Company is a party or by which it is bound, or any order, writ, injunction, decree, statute, rule, by-law or regulation applicable to the Company.

2.4. Litigation . There are no actions, suits, or proceedings pending or, to the best of the Company’s knowledge, threatened, which could in any manner restrain or prevent the Company from effectually and legally exchanging the Securities pursuant to the terms and provisions of this Agreement.

2.5. Brokers’ Fees . The Company has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

3. Representations and Warranties of the Investor . As an inducement to Timefire to enter into this Agreement and to consummate the transactions contemplated hereby, the Investor hereby makes the following representations and warranties, each of which is true and correct in all material respects on the date hereof and will be true and correct in all material respects on the closing date:

3.1. Authority . The Investor has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Investor, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Investor.

3.2. Non-Contravention . The execution and delivery of this Agreement by the Investor and the observance and performance of the terms and provisions of this Agreement on the part of the Investor to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Investor is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it.

3.3. Litigation There are no actions, suits, or proceedings pending or, to the best of the Investor’s knowledge, threatened, which could in any manner restrain or prevent the Investor from effectually and legally exchanging the Securities pursuant to the terms and provisions of this Agreement.

3.4. Brokers’ Fees . The Investor has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

3.5. Acquired for Own Account. The Securities to be acquired by the Investor hereunder will be acquired for investment for its own account, and not with a view to the resale or distribution of any part thereof, and the Investor has no present intention of selling or otherwise distributing the Securities, except in compliance with applicable securities laws.

3.6. Available Information . The Investor has such knowledge and experience in financial and business matters that it can evaluate the merits and risks of an investment in the Company. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Interim Preferred Stock. The Investor has had the opportunity to review the reports the Company has filed with the Securities and Exchange Commission at www.SEC.gov/EDGAR.

3.7. Non-Registration . The Investor understands that the Securities has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein.

3.8. Restricted Securities . The Investor understands that the Securities are characterized as “restricted securities” under the Securities Act. The Investor further acknowledges that the Securities may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Investor represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

3.9. Legends. It is understood that the certificates for the Securities will bear the following legend or another legend that is similar to the following:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

and any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.10. Accredited Investor . The Investor is an “accredited investor” within the meaning of Rule 501 under the Securities Act and the Investor was not organized for the specific purpose of acquiring the Securities.

4. Survival of Representations and Warranties and Agreements . All representations and warranties of the Parties contained in this Agreement shall survive the execution and delivery of this Agreement.

5. Indemnification .

5.1. Indemnification Provisions for Benefit of the Investor . In the event Timefire breaches any of its representations, warranties, and/or covenants contained herein, and provided that the Investor makes a written claim for indemnification against Timefire, then Timefire agrees to indemnify the Investor from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.

5.2. Indemnification Provisions for Benefit of Timefire . In the event the Investor breaches any of its representations, warranties, and/or covenants contained herein, and provided that Timefire makes a written claim for indemnification against the Investor, then the Investor agrees to indemnify Timefire from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.

6. Post-Closing Covenants . The Parties agree as follows with respect to the period following the closing:

6.1. General. In case at any time after the closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Party may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Section 5).

6.2. Company . Timefire hereby covenants that, after the closing, Timefire will, at the request of Investor, execute, acknowledge and deliver to the Investor without further consideration, all such further assignments, conveyances, consents and other documents, and take such other action, as the Investor may reasonably request (a) to transfer to, vest and protect in the Investor and its right, title and interest in the preferred stock, and (b) otherwise to consummate or effectuate the transactions contemplated by this Agreement.

7. Expenses . Except as otherwise provided in this Agreement, all Parties hereto shall pay their own expenses, including legal and accounting fees, in connection with the transactions contemplated herein.

8. Severability . In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted.

9. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

10. Benefit . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the Parties or their respective heirs, successors and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Agreement.

11. Notices and Addresses . All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar overnight next business day delivery, or by email followed by overnight next business day delivery, as follows:

or to such other address as any of them, by notice to the other may designate from time to time.

12. Attorney's Fees . In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or arbitration proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to a reasonable attorney's fee, including the fees on appeal, costs and expenses.

13. Governing Law . This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the laws of the State of Nevada.

14. Oral Evidence . This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against whom enforcement or the change, waiver discharge or termination is sought.

15. Assignment . No Party hereto shall assign its rights or obligations under this Agreement without the prior written consent of the other Party.

16. Section Headings . Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.

17. Effectiveness of this Agreement . This Agreement and the Exchange contemplated by Section 1 shall only occur immediately prior to the closing of the Red Cat Agreement. Counsel for the Company shall hold the signature pages in escrow until all Investors provide written consent to release the signature pages to this Agreement. If the Red Cat Agreement does not close within three business days after such release, the Company shall immediately take action to file a Certificate of Designation for Series E Convertible Preferred Stock, issue new certificates to the Investors which exchanged Series E Convertible Preferred Stock and reissue certificates, a Stock Option Agreement and Notes for the other Securities exchanged under this Agreement so that the Investors have the same Securities they exchanged with all rights and preferences. The Series B shall in that event be null and void.

18. Waiver of Registration Rights . To the extent that any Investors have rights to cause the Company to register any Securities whether under the Registration Rights Agreements or otherwise, such rights are waived effective with the closing of the Red Cat Agreement.

[Signature Pages Attached]

IN WITNESS WHEREOF the parties hereto have set their hand and seals as of the above date.

[Signature Page to the Securities Exchange Agreement]

[Signature Page to the Securities Exchange Agreement]

EXHIBIT A

Preferred Series B Share Exchange Amounts

Exhibit 10.7

SECURITIES EXCHANGE AGREEMENT

This SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of this 13th day of May, 2019 (the “Effective Date”) by and between the party on the signature page to this Agreement (the “Investor”), and TimefireVR, Inc., a Nevada corporation (“Timefire” or the “Company”) (collectively, the Investor and Timefire are the “Parties”).

Background

This Agreement contemplates a transaction in which the Investor will exchange all of its derivative securities of the Company including, Series E Convertible Preferred Stock, if any, Notes, if any, Options, if any and Warrants, if any (collectively the “Securities”) for shares of the Company’s Series B Convertible Preferred Stock (the “Series B”) pursuant to the terms contained below;

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. Exchange; Convertible Restriction and Proxy .

1.1 Exchange . Timefire agrees to exchange the Securities held by the Investor for shares of the Company’s Series B in the amounts as designated opposite the name of such Investor on Exhibit A attached hereto and incorporated by reference, and the Investor agrees to exchange its Securities for Series B. The Investor hereby agrees to accept from the Company, and the Company hereby agrees to issue to the Investor, at the closing, the Series B in full satisfaction of any obligations due the Investor as set out in Exhibit A . The exchange contemplated by this transaction shall occur immediately prior to the closing of the Share Exchange Agreement by and among the Company, Red Cat Propware, Inc. (“Red Cat”) and shareholders of Red Cat dated the Effective Date (the “Red Cat Agreement”).

1.2 Convertible Restriction . The Series B shares may not be converted into shares of the Company’s common stock until the Company has taken the action to authorize the increase shares of common stock whether by way of a reverse stock split or otherwise.

1.3 Proxy . Upon receipt of the Series B shares and as consideration for the Series B shares, the Investor hereby irrevocably appoints Jeffrey Thompson, or if unavailable, the Chief Executive Officer of the Company to vote the Investor’s Series B shares in favor of the Company’s action to authorize the increase of shares of common stock by way of a reverse stock split or other proposal to increase the Company’s capital. This proxy is irrevocable and expires upon the earlier of (i) the filing of articles of amendment permitting the conversion of all the Series B shares or (ii) December 31, 2019.

2. Representations and Warranties of the Company . As an inducement to the Investor to enter into this Agreement and consummate the transaction contemplated hereby, the Company, subject to beneficial ownership limits, hereby makes the following representations and warranties, each of which is true and correct in all material respects on the date hereof and will be true and correct in all material respects on the closing date:

2.1. Organization, Standing and Power . The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority and approvals necessary to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. “Material Adverse Effect” means any effect which, individually or in the aggregate with all other effects, reasonably would be expected to be materially adverse to the business, operations, properties, financial condition, or operating results of the Company.

2.2. Authority . The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company.

2.3. Non-Contravention . The execution and delivery of this Agreement by the Company and the observance and performance of the terms and provisions contained herein do not constitute a violation or breach of any applicable law, or any provision of any other contract or instrument to which the Company is a party or by which it is bound, or any order, writ, injunction, decree, statute, rule, by-law or regulation applicable to the Company.

2.4. Litigation . There are no actions, suits, or proceedings pending or, to the best of the Company’s knowledge, threatened, which could in any manner restrain or prevent the Company from effectually and legally exchanging the Securities pursuant to the terms and provisions of this Agreement.

2.5. Brokers’ Fees . The Company has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

3. Representations and Warranties of the Investor . As an inducement to Timefire to enter into this Agreement and to consummate the transactions contemplated hereby, the Investor hereby makes the following representations and warranties, each of which is true and correct in all material respects on the date hereof and will be true and correct in all material respects on the closing date:

3.1. Authority . The Investor has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Investor, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Investor.

3.2. Non-Contravention . The execution and delivery of this Agreement by the Investor and the observance and performance of the terms and provisions of this Agreement on the part of the Investor to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Investor is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it.

3.3. Litigation There are no actions, suits, or proceedings pending or, to the best of the Investor’s knowledge, threatened, which could in any manner restrain or prevent the Investor from effectually and legally exchanging the Securities pursuant to the terms and provisions of this Agreement.

3.4. Brokers’ Fees . The Investor has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

3.5. Acquired for Own Account. The Securities to be acquired by the Investor hereunder will be acquired for investment for its own account, and not with a view to the resale or distribution of any part thereof, and the Investor has no present intention of selling or otherwise distributing the Securities, except in compliance with applicable securities laws.

3.6. Available Information . The Investor has such knowledge and experience in financial and business matters that it can evaluate the merits and risks of an investment in the Company. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Interim Preferred Stock. The Investor has had the opportunity to review the reports the Company has filed with the Securities and Exchange Commission at www.SEC.gov/EDGAR.

3.7. Non-Registration . The Investor understands that the Securities has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein.

3.8. Restricted Securities . The Investor understands that the Securities are characterized as “restricted securities” under the Securities Act. The Investor further acknowledges that the Securities may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Investor represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

3.9. Legends. It is understood that the certificates for the Securities will bear the following legend or another legend that is similar to the following:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

and any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.10. Accredited Investor . The Investor is an “accredited investor” within the meaning of Rule 501 under the Securities Act and the Investor was not organized for the specific purpose of acquiring the Securities.

4. Survival of Representations and Warranties and Agreements . All representations and warranties of the Parties contained in this Agreement shall survive the execution and delivery of this Agreement.

5. Indemnification .

5.1. Indemnification Provisions for Benefit of the Investor . In the event Timefire breaches any of its representations, warranties, and/or covenants contained herein, and provided that the Investor makes a written claim for indemnification against Timefire, then Timefire agrees to indemnify the Investor from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.

5.2. Indemnification Provisions for Benefit of Timefire . In the event the Investor breaches any of its representations, warranties, and/or covenants contained herein, and provided that Timefire makes a written claim for indemnification against the Investor, then the Investor agrees to indemnify Timefire from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.

6. Post-Closing Covenants . The Parties agree as follows with respect to the period following the closing:

6.1. General. In case at any time after the closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Party may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Section 5).

6.2. Company . Timefire hereby covenants that, after the closing, Timefire will, at the request of Investor, execute, acknowledge and deliver to the Investor without further consideration, all such further assignments, conveyances, consents and other documents, and take such other action, as the Investor may reasonably request (a) to transfer to, vest and protect in the Investor and its right, title and interest in the preferred stock, and (b) otherwise to consummate or effectuate the transactions contemplated by this Agreement.

7. Expenses . Except as otherwise provided in this Agreement, all Parties hereto shall pay their own expenses, including legal and accounting fees, in connection with the transactions contemplated herein.

8. Severability . In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted.

9. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

10. Benefit . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the Parties or their respective heirs, successors and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Agreement.

11. Notices and Addresses . All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar overnight next business day delivery, or by email followed by overnight next business day delivery, as follows:

or to such other address as any of them, by notice to the other may designate from time to time.

12. Attorney's Fees . In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or arbitration proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to a reasonable attorney's fee, including the fees on appeal, costs and expenses.

13. Governing Law . This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the laws of the State of Nevada.

14. Oral Evidence . This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against whom enforcement or the change, waiver discharge or termination is sought.

15. Assignment . No Party hereto shall assign its rights or obligations under this Agreement without the prior written consent of the other Party.

16. Section Headings . Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.

17. Effectiveness of this Agreement . This Agreement and the Exchange contemplated by Section 1 shall only occur immediately prior to the closing of the Red Cat Agreement. Counsel for the Company shall hold the signature pages in escrow until all Investors provide written consent to release the signature pages to this Agreement. If the Red Cat Agreement does not close within three business days after such release, the Company shall immediately take action to file a Certificate of Designation for Series E Convertible Preferred Stock, issue new certificates to the Investors which exchanged Series E Convertible Preferred Stock and reissue certificates, a Stock Option Agreement and Notes for the other Securities exchanged under this Agreement so that the Investors have the same Securities they exchanged with all rights and preferences. The Series B shall in that event be null and void.

18. Waiver of Registration Rights . To the extent that any Investors have rights to cause the Company to register any Securities whether under the Registration Rights Agreements or otherwise, such rights are waived effective with the closing of the Red Cat Agreement.

[Signature Pages Attached]

IN WITNESS WHEREOF the parties hereto have set their hand and seals as of the above date.

[Signature Page to the Securities Exchange Agreement]

[Signature Page to the Securities Exchange Agreement]

EXHIBIT A

Preferred Series B Share Exchange Amounts

Exhibit 10.8

SECURITIES EXCHANGE AGREEMENT

This SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of this 13th day of May, 2019 (the “Effective Date”) by and between the party on the signature page to this Agreement (the “Investor”), and TimefireVR, Inc., a Nevada corporation (“Timefire” or the “Company”) (collectively, the Investor and Timefire are the “Parties”).

Background

This Agreement contemplates a transaction in which the Investor will exchange all of its derivative securities of the Company including, Series E Convertible Preferred Stock, if any, Notes, if any, Options, if any and Warrants, if any (collectively the “Securities”) for shares of the Company’s Series B Convertible Preferred Stock (the “Series B”) pursuant to the terms contained below;

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. Exchange; Convertible Restriction and Proxy .

1.1 Exchange . Timefire agrees to exchange the Securities held by the Investor for shares of the Company’s Series B in the amounts as designated opposite the name of such Investor on Exhibit A attached hereto and incorporated by reference, and the Investor agrees to exchange its Securities for Series B. The Investor hereby agrees to accept from the Company, and the Company hereby agrees to issue to the Investor, at the closing, the Series B in full satisfaction of any obligations due the Investor as set out in Exhibit A . The exchange contemplated by this transaction shall occur immediately prior to the closing of the Share Exchange Agreement by and among the Company, Red Cat Propware, Inc. (“Red Cat”) and shareholders of Red Cat dated the Effective Date (the “Red Cat Agreement”).

1.2 Convertible Restriction . The Series B shares may not be converted into shares of the Company’s common stock until the Company has taken the action to authorize the increase shares of common stock whether by way of a reverse stock split or otherwise.

1.3 Proxy . Upon receipt of the Series B shares and as consideration for the Series B shares, the Investor hereby irrevocably appoints Jeffrey Thompson, or if unavailable, the Chief Executive Officer of the Company to vote the Investor’s Series B shares in favor of the Company’s action to authorize the increase of shares of common stock by way of a reverse stock split or other proposal to increase the Company’s capital. This proxy is irrevocable and expires upon the earlier of (i) the filing of articles of amendment permitting the conversion of all the Series B shares or (ii) December 31, 2019.

2. Representations and Warranties of the Company . As an inducement to the Investor to enter into this Agreement and consummate the transaction contemplated hereby, the Company, subject to beneficial ownership limits, hereby makes the following representations and warranties, each of which is true and correct in all material respects on the date hereof and will be true and correct in all material respects on the closing date:

2.1. Organization, Standing and Power . The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority and approvals necessary to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. “Material Adverse Effect” means any effect which, individually or in the aggregate with all other effects, reasonably would be expected to be materially adverse to the business, operations, properties, financial condition, or operating results of the Company.

2.2. Authority . The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company.

2.3. Non-Contravention . The execution and delivery of this Agreement by the Company and the observance and performance of the terms and provisions contained herein do not constitute a violation or breach of any applicable law, or any provision of any other contract or instrument to which the Company is a party or by which it is bound, or any order, writ, injunction, decree, statute, rule, by-law or regulation applicable to the Company.

2.4. Litigation . There are no actions, suits, or proceedings pending or, to the best of the Company’s knowledge, threatened, which could in any manner restrain or prevent the Company from effectually and legally exchanging the Securities pursuant to the terms and provisions of this Agreement.

2.5. Brokers’ Fees . The Company has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

3. Representations and Warranties of the Investor . As an inducement to Timefire to enter into this Agreement and to consummate the transactions contemplated hereby, the Investor hereby makes the following representations and warranties, each of which is true and correct in all material respects on the date hereof and will be true and correct in all material respects on the closing date:

3.1. Authority . The Investor has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Investor, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Investor.

3.2. Non-Contravention . The execution and delivery of this Agreement by the Investor and the observance and performance of the terms and provisions of this Agreement on the part of the Investor to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Investor is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it.

3.3. Litigation There are no actions, suits, or proceedings pending or, to the best of the Investor’s knowledge, threatened, which could in any manner restrain or prevent the Investor from effectually and legally exchanging the Securities pursuant to the terms and provisions of this Agreement.

3.4. Brokers’ Fees . The Investor has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

3.5. Acquired for Own Account. The Securities to be acquired by the Investor hereunder will be acquired for investment for its own account, and not with a view to the resale or distribution of any part thereof, and the Investor has no present intention of selling or otherwise distributing the Securities, except in compliance with applicable securities laws.

3.6. Available Information . The Investor has such knowledge and experience in financial and business matters that it can evaluate the merits and risks of an investment in the Company. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Interim Preferred Stock. The Investor has had the opportunity to review the reports the Company has filed with the Securities and Exchange Commission at www.SEC.gov/EDGAR.

3.7. Non-Registration . The Investor understands that the Securities has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein.

3.8. Restricted Securities . The Investor understands that the Securities are characterized as “restricted securities” under the Securities Act. The Investor further acknowledges that the Securities may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Investor represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

3.9. Legends. It is understood that the certificates for the Securities will bear the following legend or another legend that is similar to the following:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

and any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.10. Accredited Investor . The Investor is an “accredited investor” within the meaning of Rule 501 under the Securities Act and the Investor was not organized for the specific purpose of acquiring the Securities.

4. Survival of Representations and Warranties and Agreements . All representations and warranties of the Parties contained in this Agreement shall survive the execution and delivery of this Agreement.

5. Indemnification .

5.1. Indemnification Provisions for Benefit of the Investor . In the event Timefire breaches any of its representations, warranties, and/or covenants contained herein, and provided that the Investor makes a written claim for indemnification against Timefire, then Timefire agrees to indemnify the Investor from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.

5.2. Indemnification Provisions for Benefit of Timefire . In the event the Investor breaches any of its representations, warranties, and/or covenants contained herein, and provided that Timefire makes a written claim for indemnification against the Investor, then the Investor agrees to indemnify Timefire from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.

6. Post-Closing Covenants . The Parties agree as follows with respect to the period following the closing:

6.1. General. In case at any time after the closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Party may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Section 5).

6.2. Company . Timefire hereby covenants that, after the closing, Timefire will, at the request of Investor, execute, acknowledge and deliver to the Investor without further consideration, all such further assignments, conveyances, consents and other documents, and take such other action, as the Investor may reasonably request (a) to transfer to, vest and protect in the Investor and its right, title and interest in the preferred stock, and (b) otherwise to consummate or effectuate the transactions contemplated by this Agreement.

7. Expenses . Except as otherwise provided in this Agreement, all Parties hereto shall pay their own expenses, including legal and accounting fees, in connection with the transactions contemplated herein.

8. Severability . In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted.

9. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

10. Benefit . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the Parties or their respective heirs, successors and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Agreement.

11. Notices and Addresses . All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar overnight next business day delivery, or by email followed by overnight next business day delivery, as follows:

or to such other address as any of them, by notice to the other may designate from time to time.

12. Attorney's Fees . In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or arbitration proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to a reasonable attorney's fee, including the fees on appeal, costs and expenses.

13. Governing Law . This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the laws of the State of Nevada.

14. Oral Evidence . This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against whom enforcement or the change, waiver discharge or termination is sought.

15. Assignment . No Party hereto shall assign its rights or obligations under this Agreement without the prior written consent of the other Party.

16. Section Headings . Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.

17. Effectiveness of this Agreement . This Agreement and the Exchange contemplated by Section 1 shall only occur immediately prior to the closing of the Red Cat Agreement. Counsel for the Company shall hold the signature pages in escrow until all Investors provide written consent to release the signature pages to this Agreement. If the Red Cat Agreement does not close within three business days after such release, the Company shall immediately take action to file a Certificate of Designation for Series E Convertible Preferred Stock, issue new certificates to the Investors which exchanged Series E Convertible Preferred Stock and reissue certificates, a Stock Option Agreement and Notes for the other Securities exchanged under this Agreement so that the Investors have the same Securities they exchanged with all rights and preferences. The Series B shall in that event be null and void.

18. Waiver of Registration Rights . To the extent that any Investors have rights to cause the Company to register any Securities whether under the Registration Rights Agreements or otherwise, such rights are waived effective with the closing of the Red Cat Agreement.

[Signature Pages Attached]

IN WITNESS WHEREOF the parties hereto have set their hand and seals as of the above date.

[Signature Page to the Securities Exchange Agreement]

[Signature Page to the Securities Exchange Agreement]

EXHIBIT A

Preferred Series B Share Exchange Amounts

Exhibit 10.9