Form of Contribution and Exchange Agreement among the registrant, CBD Unlimited, Inc., Todd Allen Davis, and Rayne Forecast Inc., effective August 31

Exhibit 10.46

CONTRIBUTION AND EXCHANGE AGREEMENT

This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of August 31, 2022, by and among ENDEXX Corporation, a Nevada corporation (“EDXC”), CBD Unlimited, Inc., a Nevada corporation (“CBDU”), Todd Allen Davis, a resident of the State of Arizona (“Mr. Davis”), and Rayne Forecast Inc., an Arizona corporation (“Rayne”). Each of EDXC, CBDU, Mr. Davis, and Rayne may be referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

WHEREAS, Mr. Davis is a director, executive officer, and significant stockholder of EDXC;

WHEREAS, Rayne is wholly owned by Mr. Davis;

WHEREAS, CBDU is a wholly owned subsidiary of EDXC;

WHEREAS, immediately prior to the date hereof, EDXC contributed all of its operating assets and all of its liabilities directly related thereto to CBDU (the “EDXC – CBDU Contribution”), pursuant to a unanimous written consent executed by the respective boards of directors of EDXC and CBDU, a copy of each of which consents is attached hereto as Attachment A and Attachment B, respectively;

WHEREAS, Mr. Davis owns and Rayne own certain equity and capital interests of EDXC as described and set forth on Exhibit A (the “EDXC Equity”);

WHEREAS, Mr. Davis and Rayne will surrender to EDXC for cancellation certain of the EDXC Equity (the “Surrendered EDXC Equity”) as noted on Exhibit A;

WHEREAS, Mr. Davis and Rayne will retain that number of shares of the EDXC Equity that does not constitute the Surrendered EDXC Equity (the “Retained EDXC Equity”) as described and set forth on Exhibit A;

WHEREAS, Mr. Davis and Rayne will surrender that number of shares of the EDXC Equity that does not constitute the Surrendered EDXC Equity to counsel for the Company (the “Escrowed EDXC Equity”) to be held in escrow (such amount as described and set forth on Exhibit A), which shall be released to Mr. Davis and Rayne in accordance with the Escrow release provisions set forth hereinbelow;

WHEREAS, through and including the Effective Date (as defined below), EDXC has accrued certain compensation and related obligations in favor of Mr. Davis and Rayne, as described and set forth on Exhibit B (the “Deferred Payments and Obligations”; and, together with the Surrendered EDXC Equity, the “Contributed Items”); and

WHEREAS, each of Mr. Davis and Rayne desires to contribute to EDXC, and EDXC desires to accept from Mr. Davis and Rayne, all of their right, title, and interest in and to the Contributed Items, and, in connection therewith, EDXC desires to assign to Mr. Davis and Rayne, and each of Mr. Davis and Rayne desires to accept from EDXC, certain shares of common stock of CBDU that are owned of record and beneficially by EDXC (the “CBDU Equity”), in the amounts and as described and set forth on Exhibit C (the transactions set forth in this paragraph as detailed below, the “Exchange”).

NOW, THEREFORE, in consideration of these presents and for such other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties, intending to be legally bound hereby, agree as follows:

2. Representations and Warranties of EDXC and CBDU. EDXC and CBDU represent and warrant to Mr. Davis and Rayne, as follows:

3. Representations and Warranties of Mr. Davis and Rayne. Mr. Davis and Rayne, severally, but not jointly, represents and warrants to each of EDXC and CBDU as follows:

4. Releases.

5. No Assignment. Each of the Parties represents and warrants that it has not assigned any or all of the Released Claims or has authorized any other person or entity to assert any or all of the Released Claims on behalf of any such Party.

6. Covenants of the Parties. Each of the Parties covenants not to initiate, make, or prosecute any claim arising out of any of their relationships that are included in the Released Claims, or to institute or join any grievance, arbitration, action, lawsuit, or proceeding against any of the Parties in respect thereof.

7. Binding Effect. This Agreement will be binding upon and will inure to the benefit of the Parties and their heirs, successors, and permitted assigns.

8. Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the Courts of the State of Nevada located in the City of Las Vegas, County of Clark, and the U.S. District Court for the District of Nevada. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. To the maximum amount permitted, each of the Parties waives trial by jury. The prevailing party shall be entitled to recover from the other party his or its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement. Each Party hereby irrevocably waives personal service of process and consents to process being served in any suit, action, or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

9. Counterparts. This Agreement may be executed in counterparts (including by means of facsimile or other similar methods of electronic transmission), each of which shall be deemed an original, and all of which taken together shall constitute one and the same agreement.

10. Entire Agreement. This Agreement embodies the complete agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements, or representations by or between the parties hereto, written or oral, which may have related to the subject matter hereof in any way.

11. Amendment. This Agreement may not be altered, modified, or amended except by a written instrument signed by each of the parties hereto.

[signatures on following page]

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

Attachment A

Unanimous Written Consent of EDXC

Attachment B

Unanimous Written Consent of CBDU

Exhibit A

EDXC Equity

Surrendered EDXC Equity

Retained EDXC Equity

Escrowed EDXC Equity

Exhibit B

Deferred Payments and Obligations

Approximately $260,000.00

Exhibit C

CBDU Equity

30% of the issued and outstanding capital stock of CBDU

Exhibit D

Form of Escrow Agreement