License Agreement

Exhibit 10.02

LICENSE AGREEMENT

This License Agreement (this “Agreement”) is made effective as of February 14, 2025, by and between Predictive Technologies, LLC, a Colorado limited liability company, having a principal place of business at 9800 Pyramid Court, Suite 400, Englewood, Colorado 80112 (“Licensor”), and Lode-Star Mining Inc., a Nevada corporation, having a principal place of business at 13529 Skinner Rd. Suite N. Cypress, Texas 77429 (“Licensee”). On the date hereof, Licensee shall change its name to “FinTrade Sherpa, Inc.”

RECITALS

WHEREAS, Licensor owns the entire right, title and interest in the Predictive News Event Mapping & Stock Impact Analysis System (PNE-SIA) including the application, underlying source code and object code, and related product as set forth in Appendix A (the “Licensed Technology”); and

WHEREAS, Licensor has entered into an “Agreement for Development and Commercialization of Derivative Products” (the “Development Agreement”) with Tarka L’Herpiniere, an individual residing at 198 Route de la Roumnaz, 74400 Chamonix-Mont-Blanc, France (“Developer”), a former member and Chief Technology Officer of Licensor, the Development Agreement having been executed on January 28, 2025 and having an effective date of September 1, 2024; and

WHEREAS, the Development Agreement authorizes Developer to use the Licensed Technology to create derivative works of the Licensed Technology such as modifications, improvements and additions (the “Derivative Works”); and

WHEREAS, Licensee desires to license the Licensed Technology to utilize the Licensed Technology and the Derivative Works;

NOW THEREFORE, the parties agree as follows:

1. Grant of License

Licensor hereby grants Licensee an exclusive worldwide license (the “License”) to the Licensed Technology.

2. Fees

2.1. License Fee

Licensee agrees to pay Licensor a total fee of $440,000 for the Licensed Technology (the “License Fee”), payable in monthly installments of $5,000 due on the 1st business day of each month.

Upon payment in full of the License Fee, the License shall automatically convert into a perpetual, fully paid-up and irrevocable worldwide license to the Licensed Technology, and Licensor shall unconditionally provide Licensee with a complete and current copy of the Licensed Technology without requiring any additional payments or encumbrances.

2.2 Late Payment

2.2.1 Late Payment Fee

If any monthly installment payment of the License Fee is not received by Licensor by the 5th day of the month in which it is due, Licensee agrees to pay a late fee of 2.5% of the overdue amount (the “Late Fee”). The Late Fee will be applied automatically to any payment that is not received by the due date and will be added to the outstanding balance. The Late Fee will accrue each month on any overdue amounts until the balance is paid in full.

2.2.2 Licensee Rights

In the event that Licensee fails to make any payments when due, Licensee shall have an additional 30-day cure period commencing on the date such payment was due to make such payments. In the event such payment is not made prior to the expiration of such cure period, Licensee will lose the right to use the Licensed Technology , and this loss of rights shall continue until such time as any overdue amounts (including any accrued Late Fees) have been paid in full.

2.3 Early Payment Option

Licensee may, at its discretion, pay all or a portion of the total amount of the License Fee (and any accrued and unpaid Late Fees) at any time prior to the final installment due date. Upon early payment of the License Fee in full, the License shall automatically convert into a perpetual, fully paid-up and irrevocable worldwide license to the Licensed Technology as set forth in Section 2.1. In the event Licensee makes a payment that exceeds the amount of the monthly installment payment, Licensor agrees to credit the excess payment toward future monthly installment payments

3. Term

This Agreement shall commence on the date first written above and shall continue until terminated in accordance with the terms hereof.

4. Ownership

Licensee acknowledges that Licensor retains all rights, title, and interest in the Licensed Technology unless explicitly stated otherwise in this Agreement.

Licensee shall own the entire right, title and interest in any modifications, improvements, or creations developed by Developer or Licensee using the Licensed Technology and in the Derivative Works, developed prior to, as well as subsequent to, the execution of this Agreement. Ownership of such modifications, improvements, or creations developed by Developer or Licensee using the Licensed Technology, and in the Derivative Works, shall vest with Licensee immediately upon their creation. Licensor acknowledges that it has no rights in any of the modifications, improvements, or creations of the Licensed Technology, or in the Derivative Works developed by Developer or Licensee.

5. Use of Licensed Technology

Licensee shall use the Licensed Technology in compliance with all applicable laws and regulations.

Licensor guarantees to Licensee that the Licensed Technology shall be available to Licensee at all times and that the Licensed Technology will deliver all of the AI technologies as described in Appendix A.

In the event that Licensor directly or indirectly sells or transfers its ownership rights in the Licensed Technology to a third party, Licensor agrees to transfer Licensor’s obligations under this Agreement to the third party, and provide Licensee with a current and unencumbered version of the Licensed Technology at no further cost to the Licensee other than the monthly License Fee installments due as of the date of Licensor’s transfer of ownership rights in the Licensed Technology.

6. Restrictions

Below is a list of restrictions on the use, modification, or distribution of the Licensed Technology by Licensee. Under the terms of this Agreement, Licensee shall not:

7. Indemnification

7.1 Losses For the purposes of this Section 7 the terms “Loss” and “Losses” mean any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive damages suffered by Licensor or Licensee including damages for lost profits or lost business opportunities.

7.2 Agreement of Licensee to Indemnify

Licensee will indemnify, defend, and hold harmless, to the full extent of the law, during the term of this License Agreement, Licensor from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Licensor by reason of, resulting from, based upon or arising out of:

7.3 Agreement of Licensor to Indemnify

Licensor will indemnify, defend, and hold harmless, to the full extent of the law, during the term of this License Agreement, Licensee from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Licensee by reason of, resulting from, based upon or arising out of:

8. Termination

8.1 Right to Terminate

Either party may terminate this Agreement upon a breach of any of the material terms and conditions of this Agreement by the other party by providing written notice to such breaching party, subject to Section 8.2. In addition, in the event that Licensor becomes insolvent, files for bankruptcy or is otherwise unable to pay its debts as they come due, Licensee may immediately terminate this Agreement by written notice to Licensor.

8.2 Cure Period for Breaches

If either party wishes to terminate this Agreement under Section 8.1, the party seeking termination must first provide the other party with written notice of the alleged breach. The breaching party will then have 30 days from the date of receipt of the notice to cure the breach, after which this Agreement may be terminated immediately if the breach remains unresolved.

8.3 Effect of Termination

8.3.1 – Breach by Licensee

Upon termination of this Agreement by Licensor for breach by Licensee:

8.3.2 – Breach by Licensor

In the event Licensee terminates this Agreement under Section 8.1 because Licensor becomes insolvent, files for bankruptcy or is otherwise unable to pay its debts as they come due, Licensor shall immediately provide a complete and current version of the Licensed Technology to Licensee free of any encumbrances and at no further cost to the Licensee other than the monthly License Fee installments due as of the date of Licensor’s breach.

In the event that Licensor fails to deliver the Licensed Technology to Licensee at any time during the term of this Agreement, Licensee shall be entitled to damages for any financial losses incurred as a result.

8.3.3 – Termination of Payment Obligations

Upon receipt of the full payment of the License Fee, Licensee’s payment obligations shall terminate, and Licensor shall immediately provide Licensee with a current and complete copy of the Licensed Technology at no further cost beyond the fully paid License Fee. The termination of Licensee’s payment obligations shall have no bearing on the rest of this Agreement, which terms will continue to apply to the perpetual, fully paid-up and irrevocable worldwide license to the Licensed Technology granted by Licensor to Licensee.

9. Miscellaneous

9.1 Modification of Terms

Neither party may modify any of the terms of this Agreement without the express written consent of the other party. Any modifications or amendments to this Agreement must be made in writing and executed by both parties.

9.2 Relationship of the Parties

This Agreement does not create any agency, partnership, or joint venture relationship between the parties. Neither party shall have the authority to bind or obligate the other party in any way except as explicitly stated in this Agreement.

9.3 Entire Agreement

This Agreement, including all appendices, schedules and agreements referenced in the Recitals, constitutes the entire understanding between the parties with respect to the subject matter of this Agreement. All prior agreements not specifically referenced in this Agreement, representations, warranties, and understandings, whether written or oral, are superseded by this Agreement. No other agreements, whether verbal or written, shall be binding unless executed by both parties in writing.

9.4 Dispute Resolution

If a dispute arises out of or relates to this Agreement or its breach (the “Matter”), the parties agree to resolve the Matter as follows:

If the Matter has not been resolved by such mediation, either party may submit the Matter for final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures.

Any award of the AAA shall be final and binding on the parties and shall be enforceable in any court having jurisdiction over the party from whom enforcement is requested.

9.5 Legal Validity

If any provision of this Agreement is found to be legally invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect. The parties intend for the invalid provision to be stricken, but the rest of this Agreement shall continue to be binding.

9.6 Force Majeure

Neither party shall be held liable for any delay or failure in performance under this Agreement due to events beyond its reasonable control, including but not limited to natural disasters or acts of government.

9.7 Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of this Agreement. This confidentiality obligation shall survive the termination or expiration of this Agreement.

9.8 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflicts of laws principles. Both parties irrevocably submit to the exclusive jurisdiction of the courts in the State of Colorado for any dispute arising out of or related to this Agreement.

9.9 Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that the Licensor may assign its rights to receive payments under this Agreement without the Licensee’s consent. No permitted assignment of this Agreement by Licensee shall relieve Licensee of its obligations hereunder.

9.10 Survival

The rights and obligations set forth in Sections 7, 9.4, 9.7, 9.8 and 9.11 shall survive the termination of the Agreement.

9.11 Representations and Warranties of Licensor

9.11.1 Licensor represents and warrants to Licensee as follows:

9.11.2. Each of the warranties and representations set forth above shall be true on and as of the date of this Agreement, as though such warranty and representation were made as of such time. All warranties and representations shall survive termination of this Agreement.

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

Licensor: Predictive Technologies, LLC

Licensee: Lode-Star Mining, Inc.

Appendix A

Licensed Technology Description – Predictive News Event Mapping & Stock Impact Analysis System (PNE-SIA) Technology Name: Predictive News Event Mapping & Stock Impact Analysis System (PNE-SIA)