On September 26, 2019, Darkstar Ventures, Inc. (the "Company") entered into share purchase agreements with five non-U.S. investors (the “Investors”) pursuant to which the Investors undertook to invest an aggregate amount of $500,000 in Darkstar, and Darkstar undertook to issue to the Investors shares of common stock at a price per share equal to $0.0024. In addition, Darkstar undertook to issue to one of the Investors additional shares of common stock valued at $50,000, at the $0.0024 price per share, as a finder’s fee for the transaction. While the closing of this investment transaction has yet to occur due to technical reasons, the Investors advanced the aggregate purchase price of $500,000 to Darkstar in May 2019. The aggregate number of shares of common stock to be issued to the Investors upon closing is 229,166,666. As part of this transaction, Darkstar also granted the Investors warrants to purchase an aggregate amount of 104,166,666 shares of common stock of Darkstar at an exercise price equal to US$0.0048 per share. The warrants are exercisable during a period of one year from the date of grant.

The form of share purchase agreement signed by the five Investors is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the terms and conditions of the share purchase agreement is qualified in its entirety by reference to the full text of the agreement.

The securities will be issued without registration under the Securities Act of 1933, as amended, by virtue of the exemption provided for under Regulation S of the Securities Act, since the securities are to be issued to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an offshore transaction, and no directed selling efforts were made in the United States by the Company, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. The Company expects that any issuance of shares of common stock pursuant to the terms of the warrants will be exempt from registration under Regulation S as well.

The shares of common stock to be issued pursuant to the share purchase agreements and the shares of common stock to be issued in the event of exercise of the warrants may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.