Addendum to Convertible Note and Subscription Agreement

Exhibit 10.30

Addendum to the Investor Package dated as of September 20, 2022 and Exhibit E (Form of Convertible Note) and Exhibit G (Subscription Agreement) Thereto

This Addendum to (i) the Investor Package dated as of September 20, 2022 (the “Investor Package”) with respect to an offering by Unifoil Holdings, Inc. (“Unifoil” or the “Company”) of its 10% convertible promissory notes, (ii) the Convertible Note, dated ____________, 2022 (the “Note”), issued by Unifoil (the “Maker”), to (the “Subscriber”), or registered assigns (together with the Subscriber, the “Holder”), and (iii) the Subscription Agreement, dated as of ____________, 2022, by and between Unifoil and the Subscriber (the “Subscription Agreement”), is made for the purpose of amending the provisions set forth below, which are included in the Investor Package, the Note and the Subscription Agreement, as specified herein.

Unifoil and the Subscriber agree as follows:

The Offering will commence on the date of this Investor Package and continue until the earlier of the sale of all $2,500,000 of Notes, the consummation of an initial public offering (“IPO”), or July 31, 2023, unless extended by the Company and Boustead Securities, LLC (“Boustead”) in their sole discretion to a later date (the “Expiration Date”).

The Notes will automatically (and without any action on the part of the holders (the “Holders”, and each individually, a “Holder”) be converted into shares of Common Stock at a conversion price per share equal to $2.75 (the “Conversion Price”).

In the event that an IPO is not consummated, and if the Company (a) is acquired as a result of a “Sale of Control” (as defined below), (b) merges with a “SPAC” (as defined below) or (c) consummates a “Reverse Merger” as defined below) (each, a “Liquidity Event”) prior to the Maturity Date, the Notes will be convertible at the option of the holders into shares of Common Stock of any successor-in-interest to the Company at a price per share equal to $2.75.

The Notes will automatically (and without any action on the part of the holders) be converted into shares of Common Stock of the Company upon the consummation of an initial public offering (“IPO”) at a conversion price per share equal to $2.75.

In the event that an IPO is not consummated, and if the Company (a) is acquired as a result of a “Sale of Control” (as defined below), (b) merges with a “SPAC” (as defined as defined below) or (c) consummates a “Reverse Merger” (as defined below) (each, a “Liquidity Event”) prior to the Maturity Date, the Notes will be convertible at the option of the holders into shares of common stock of any successor-in-interest to the Company at a price per share equal to $2.75.

The offering will continue until the earlier of the sale of all $2,500,000 of Notes, the consummation of the IPO, or July 31, 2023, unless extended by the Company and Boustead in their sole discretion to a later date (the “Expiration Date”).

Until the Company has offered the Maximum Amount of Notes in the Offering, subsequent closings may occur at any date mutually agreed by the Company and Boustead until the earlier of the sale of all $2,500,000 of Notes, the consummation of the IPO, or July 31, 2023, unless extended by the Company and Boustead in their sole discretion to a later date (the “Expiration Date”).

In the event that the Maker shall not have consummated an initial public offering of its Common Stock and the listing of its Common Stock for trading on a “Qualified Securities Market”, as defined below (the “IPO”) or other “Liquidity Event” (hereinafter defined), the Notes will be convertible at the option of the Holder into shares of Common Stock of any successor-in-interest to the Maker at a price per share equal to $2.75.

(ii) “Liquidity Event Conversion Price” shall mean a conversion price that is equal to $2.75 per share.

(vi) “IPO Conversion Price” shall mean a conversion price equal to $2.75 per share.

The Offering will commence on the date of this Investor Package and continue until the earlier of the sale of all of the Notes, the consummation of an IPO, or July 31, 2023, unless extended by the Company and Boustead in their sole discretion to a later date (the “Expiration Date”).

The Notes will automatically (and without any action on the part of the Holders) be converted into shares of Common Stock at a conversion price per share equal to $.275 (the “Conversion Price”).

In the event that an IPO is not consummated, and if the Company (a) is acquired as a result of a “Sale of Control” (as defined below), (b) merges with or is acquired by a “SPAC,” or its subsidiary (as defined below) or (c) consummates a “Reverse Merger” (as defined below) (each, a “Liquidity Event”) prior to the maturity date of the Notes, the Notes will be convertible, at the option of the Holder, into shares of common stock of any successor-in-interest to the Company at a price per share equal to $2.75.

This Offering will continue until the earlier of (a) the sale Notes for the Maximum Offering Amount, (b) the consummation of an IPO, or (c) July 31, 2023, or such extension date agreed to, in their sole discretion, by the Company and Boustead (the “Expiration Date”).

[Signature Page Follows]

WHEREFORE, Unifoil and the Subscriber have entered into this Addendum on the Issuance Date as set forth in the Note.

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