Agreement and Plan of Reorganization

Exhibit 10.03

AGREEMENT AND PLAN OF REORGANIZATION

By and Between

Jubilee Intel, LLC

And

HALLMARK VENTURE GROUP, INC.

Dated as of

September 26, 2024

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into and is effective September 26, 2024, by and between Hallmark Venture Group, Inc., (“HLLK”), a Florida corporation, JMJ Associates, LLC (“JMJ”), Beartooth Asset Holdings, LLC (“BAH”), and Jubilee Intel, LLC, (“Jubilee”), a Nevada limited liability company. HLLK, JMJ, BAH, and Jubilee are sometimes referred to herein each as a “Party” and collectively as the “Parties”.

WHEREAS, JMJ is wholly owned and controlled by John D. Murphy, Jr., Director and CEO of HLLK and JMJ holds 75,000 shares of HLLK Series A Preferred Stock;

WHEREAS, BAH is wholly owned and controlled by Paul Strickland, Director and Secretary of HLLK and BAH holds 98,259,679 shares of HLLK common stock and 25,000 shares of Series A Preferred Stock;

WHEREAS, Together, on a fully diluted basis, JMJ and BAH hold 53.65% of HLLK’s common stock and control 10,098,259,679 votes, or 95.07% of total possible votes for the Company;

WHEREAS, Jubilee is controlled by Evan Bloomberg its Manager (“OWNERSHIP GROUP”);

WHEREAS, OWNERSHIP GROUP desires to transfer all of the outstanding membership interest units of Jubilee owned by OWNERSHIP GROUP to HLLK in exchange for 100,000 shares of Series A Preferred Stock held by BAH and JMJ, respectively;

WHEREAS, BAH desires to return all of the 98,259,679 shares of HLLK common stock it holds to the Company Treasury;

WHEREAS, the Parties intend for the transactions described herein to qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) and agree to indemnify the members of Jubilee in the event it is determined not to qualify under Section 368(a)(1)(B); and

WHEREAS, the Board of Directors of HLLK and the Manager of Jubilee have determined that the transaction described herein are in the best interest of both HLLK and Jubilee and their respective shareholders and members;

NOW THEREFORE, in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

SHARE EXCHANGE

1.1 Terms of the Share exchange.

1.2 Effective Time; Time and place of Closing.

1.3 Charters, Other Governing Documents and Directors and Officers.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF Jubilee

OWNERSHIP GROUP hereby represents and warrants to HLLK as follows:

2.1 Organization, Standing and Power.

(a) Jubilee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Nevada and has power and authority to carry on its business as now conducted and to own, lease and operate its assets. Jubilee is duly qualified or licensed to transact business and is in good standing in the states of the United States where the character of its assets or the nature or conduct of its business requires it to be so qualified or licensed.

2.2 Authority of Jubilee; No Breach By Agreement.

(a) Jubilee has the power and authority necessary to execute and deliver this Agreement and to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Share exchange, have been duly and validly authorized by all necessary LLC action in respect thereof on the part of Jubilee. This Agreement represents a legal, valid and binding obligation of Jubilee, enforceable against Jubilee in accordance with its terms.

(b) Neither the execution and delivery of this Agreement by Jubilee, nor the consummation by Jubilee of the transactions contemplated hereby, will (i) conflict with or result in a breach of any provision of Formation or Company Agreement or the Certificate of Incorporation or Bylaws of Jubilee or (ii) constitute or result in a default under or require any consent pursuant to, any law, rule, regulation or order applicable to Jubilee or OWNERSHIP GROUP or any of their respective material assets.

2.3 Capital Stock.

OWNERSHIP GROUP is the record and beneficial owner of all right, title and interest (legal and beneficial) in and to all issued and outstanding Jubilee Membership Interest, free and clear of all liens and encumbrances, except for restrictions on resale pursuant to applicable state and federal securities laws. Upon the Effective Time, good, valid and marketable title to all issued and outstanding Jubilee Membership Interest, free and clear of all liens, encumbrances, equities or claims, will be transferred to and held by HLLK.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF HLLK

HLLK hereby represents and warrants to Jubilee as follows:

3.1 Organization, Standing, and Power.

HLLK is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has the corporate power and authority to carry on its business as now conducted and to own, lease and operate it assets. HLLK is duly qualified or licensed to transact business as a foreign corporation in good standing in the states of the United States where the character of its assets or nature or conduct of its business requires it to be so qualified or licensed.

3.2 Authority of HLLK; No Breach By Agreement.

(a) HLLK has the corporate power and authority necessary to execute and deliver this Agreement and to perform its obligations under this Agreement and to consummate the transaction contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transaction contemplated herein, including the Share Exchange, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of HLLK. This Agreement represents a legal, valid and binding obligation of HLLK enforceable against HLLK in accordance with its terms.

(b) Neither the execution and delivery of this Agreement by HLLK, nor the consummation by HLLK of the transactions contemplated hereby, will (1) conflict with or result in a breach of any provision of the Articles of Incorporation or Bylaws of HLLK or (ii) constitute or result in a default under, or require any consent pursuant to, any law, rule, regulation or order applicable to HLLK or any of its material assets.

ARTICLE 4

UNITED STATES INCOME TAX TREATMENT

4.1 United States Income tax Treatment.

For all United States income tax purposes, the Parties intend for the Share Exchange to qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Code. The Parties shall report the Share Exchange for all United States income tax purposes consistent therewith, and shall not take any position inconsistent with this Section 4.1 in the course of any tax audit, tax review or tax litigation matter relating hereto.

ARTICLE 5

TERMINATION

5.1 Termination.

Notwithstanding any of the provision of this Agreement, this Agreement may be terminated and the Share Exchange abandoned at any time prior to the Effective Time: (a) by the mutual written agreement of Jubilee and HLLK; or (b) by either Party (provided that the terminating Party is not then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) if the other Party is in material breach of a representation, warranty or covenant contained herein that cannot be cured prior to the Effective Time. In the event of the termination and abandonment of this Agreement pursuant to this Section 5.1, this Agreement shall become void in its entirety and have no effect and neither party shall have any liability to any other Party hereunder.

ARTICLE 6

MISCELLANEOUS

6.1 Entire Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to the Share Exchange and the transaction contemplated hereunder and supersedes all prior arrangements or understanding with respect thereto, written or oral. Nothing in this Agreement expressed or implied, is intended to confer upon any person or entity, whether as third party beneficiaries or otherwise, other than the Parties or their respective successors, any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

6.2 Amendments and Waivers.

(a) to the extent permitted by applicable law, this Agreement may be amended by a subsequent writing signed by each of the Parties. Prior to or at the Effective Time, each Party (which may act through its chief executive officer or other authorized officer except with respect to modifying Section 1.1) shall have the right to amend this Agreement or to waive any provision hereof and any default or breach in the performance of any term or condition of this Agreement by the other Party. No waiver in one or more instances shall be deemed to be or construed as a waiver of any other condition or of the breach of any other term of this Agreement or a waiver for any period, except as expressly stated in such waiver.

6.3 Assignment.

Except as expressly contemplated hereby, neither this Agreement nor any of the rights, interest or obligations hereunder shall be assigned by any Party hereto without the prior written consent of the other Party. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

6.4 Governing Law.

Regardless of any conflict of law or choice of law principles that might otherwise apply, the Parties agree that this Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Nevada.

6.5 Payment of Expenses.

Each Party will pay its own expenses, if any, incurred in connection with the Share Exchange.

6.6 Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

6.7 Captions; Articles and Sections.

The captions, headings and section reference contained in this Agreement are for convenience of reference only and are not to be considered in interpreting the provisions of this Agreement. Unless otherwise indicated, all references to particular Articles or Section shall mean and refer to the referenced Articles and Sections of this Agreement.

6.8 Severability.

Any term or provision of this Agreement which is invalid or unenforceable, shall be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable this Agreement or any of its remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf by its duly authorized officers as of the day and year first above written.