Asset Purchase Agreement between Allcot AG and Karbon-X Corp. dated May 14, 2025

1.

Recitals

aa)

The Seller is a stock corporation (Aktiengesellschaft) organised under Swiss law with its registered office in Zug, Switzerland. It is active in the trading of CO₂ certificates and also provides consulting and project development services in connection with climate projects.

ba)

The Projects the Seller is developing affect directly and indirectly more than 30,000 people in the Global South by giving them the opportunity to protect their territories as well as have a decent income.

ca)

The Seller is currently under provisional moratorium pursuant to Articles 293 et seq. of the Swiss Debt Collection and Bankruptcy Act (SchKG) (“Composition Proceedings”).

da)

The Purchaser is a company helping the world’s most forward-thinking organizations turn climate ambition into measurable action through a full suite of carbon solutions. Founded in 2022, the company operates at the intersection of sustainability strategy and climate innovation, delivering high-integrity projects and precision-driven solutions that create both business value and environmental impact.

ea)

The Parties intend that certain assets and contracts of the Seller shall be sold and transferred to the Purchaser with the intention to save the Projects and the employments of multiple people in several countries.

fa) 

For this purpose, the Seller shall transfer the assets and contracts listed in Schedules 1 to 8 to this Asset Purchase Agreement to the Purchaser against payment of the Purchase Price, in the forms required by Swiss law, by way of assignment (Singularsukzession).

a)

The approval of the Composition Court of the transaction shall have been obtained.

b)

Shareholders’ Approval has been obtained;

c)

Purchaser will obtain or complete all forms, documents, consents, approvals, registrations, declarations, orders, and authorisations from any person, or any governmental or public body required of the Purchaser in connection with the execution of this Asset Purchase Agreement.

d)

The representations and warranties of the Seller contained in the Asset Purchase Agreement shall be true on and as of the closing date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date.

e)

Time is of the essence, and in no event shall the Closing Date be later than the 1st of June 2025, unless an extension is agreed upon in writing between the Purchaser and the Seller with the prior approval of the administrator to the extension. The costs of continuing operations of the Seller during the extension shall be borne by the Purchaser and must be secured in an appropriate manner in advance to the extension. Regardless of the Closing Date, the Effective Date of the transaction will be the 1st of June 2025.

a)

Deliver a clear and marketable title and ownership to the Purchaser of all assets subject to this Asset Purchase Agreement.

b)

Transfer and assign the different Agreements approved by the Parties in Schedule 4.

c)

Present a document properly signed by BP Carbon Trading Limited (“BPCT”) that BPCT and any affiliates of BPCT have no further claims against Alexis Leroy, the Allcot subsidiaries, and has waived all its rights regarding pledges, assignments, warranties, guarantees, security interests and obligations (or similar) against Allcot AG (i.e. there are no privileged or secured claims against Allcot AG) and its subsidiaries and Alexis Leroy based on the Transfer, Amendment and Restatement Agreement dated 6 July 2023 (attached to this Asset Purchase Agreement.

a)

Has legal authority to enter into and exercise its obligations under this Asset Purchase Agreement;

b)

is the owner of and has good and marketable title to the property of all assets involved in this sale, free of all restrictions on transfer or assignment and all encumbrances.

c)

will, up to the date of closing, operate his business in the usual and ordinary manner and will not enter into any contract except as may be required in the regular course of business.

d)

shall not remove or cause to be removed any stock or assets except upon sale in the ordinary course of business.

e)

that up until closing, Seller will not do anything to cause a violation of the lease pertaining to the business premises and will not increase the salary or commissions of any employee, agent, or representative of the business.

f)

will not dismiss any current employees of the Business or hire any new employees or substantially change the role or title of any existing employees, provide unscheduled or irregular increases in salary or benefits to employees, or institute any significant changes to the terms of any employee's employment, after signing this Asset Purchase Agreement, unless the Purchaser provides written consent.

g)

To the best of the Seller's knowledge, the conduct of the Seller does not infringe on the patents, trademarks, trade names or copyrights, whether domestic or foreign, of any other person, firm or corporation.

h)

This Asset Purchase Agreement has been duly executed and delivered by the Seller and constitutes a legal and binding obligation of the Seller, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy and insolvency, by other laws affecting the rights of creditors generally, and by equitable remedies granted by a court of competent jurisdiction.

a)

Has full legal authority to enter and exercise its obligations under this Asset Purchase Agreement.

b)

Has funds available to pay the full Purchase Price and any expenses accumulated by the Purchaser in connection with this Asset Purchase Agreement and the Purchaser has not incurred any obligation, commitment, restriction, or liability of any kind, absolute or contingent, present or future, which would adversely affect its ability to perform its obligations under this Asset Purchase Agreement.

c)

The Purchaser has not committed any act or omission that would give rise to any valid claim relating to brokerage commission, finder’s fee, or other similar payment.

d)

This Asset Purchase Agreement has been duly executed by the Purchaser and constitutes a legal and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy and insolvency, by other laws affecting the rights of creditors generally, and by equitable remedies granted by a court of competent jurisdiction.

e)

The Purchaser has no knowledge that any representation or warranty given by the Seller in this Assets Purchase Agreement is inaccurate or false.