Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 2, 2023

METAVESCO, INC.

(Exact name of registrant as specified in its charter)

Nevada		811-08387		54-1694665
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

410 Peachtree Pkwy, Suite 4245

Cumming, GA 30041

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (678) 341-5898

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Meliori Securities Purchase Agreement and Note

On November 2, 2023, Metavesco, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Meliori SPA”) by and between the Company and Meliori Incorporated (“Meliori”). Meliori is owned by Katelyn Schadel, Ryan Schadel’s adult daughter. Mr. Schadel is the Company’s Chief Executive Officer, Chief Financial Officer, sole director and majority stockholder. Ms. Schadel serves as Meliori’s Chief Executive Officer, Secretary, Treasurer and sole director.

Pursuant to the terms of the Meliori SPA, the Company issued and sold to Meliori (i) a secured promissory note, in the principal amount of $650,000, for a purchase price of $597,000, reflecting a $53,000 original issue discount (the “Meliori Note”), and (ii) 1,000,000 shares of the Company’s common stock, for a purchase price of $1,000. The Company will use the proceeds from the Meliori Note for general working capital and investment purposes. The Company provided typical representations and agreed to standard covenants pursuant to the Meliori SPA. The Meliori SPA does not include any financial covenants.

The Meliori Note bears interest at the rate of 12.5% per annum and matures on the fifth anniversary of the issue date, or November 2, 2028. In the event that any amount due under the Meliori Note is not paid as and when due, such amounts will accrue interest at the rate of 14% per year. On the first business day following each annual anniversary of the issue date, the Company agreed to pay to Meliori all accrued and unpaid interest thereunder. Such payments may be made in cash, or, at the option of the Company, via the issuance to Meliori of shares of the Company’s common stock. The Company may, in its sole discretion, prepay any amount due and payable under the Meliori Note at any time, without penalty.

Each of the following constitutes an event of default (“Event of Default”) under the Meliori Note:

	●	Payment default: the Company fails to make any payment when due under the Meliori Note.
	●	Insolvency: (i) The occurrence of the dissolution of Company, or the termination of Company’s existence as a going business, or (ii) if the Company (1) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator; (2) makes a general assignment for the benefit of the Company’s creditors; or (3) commences a voluntary case under the U.S. Bankruptcy Code as now and hereafter in effect, or any successor statute.
	●	Creditor or forfeiture proceedings: A proceeding or case will be commenced, without the application or consent of the Company, in any court of competent jurisdiction, seeking (1) liquidation, reorganization or other relief with respect to the Company or its assets or the composition or readjustment of its debts, or (2) the appointment of a trustee, receiver, custodian, liquidator or the like of any substantial part of the Company’s assets, and, in each case, such proceedings or case will continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing will be entered and continue unstayed and in effect, for a period of 60 days, if in the United States, or 90 days, if outside of the United States; or an order for relief against the Company will be entered in an involuntary case under any bankruptcy, insolvency, composition, readjustment of debt, liquidation of assets or similar law of any jurisdiction.

Upon the occurrence of an Event of Default, Meliori may, upon notice to the Company, (i) declare all or any portion of the then outstanding indebtedness due and payable, and the Meliori Note and the indebtedness will thereupon become, immediately due and payable in cash; (ii) Meliori may proceed to enforce Meliori’s rights pursuant to the Meliori Security Agreement (as hereinafter defined); and (iii) Meliori will have the right to pursue any other remedies that Meliori may have under applicable law.

Meliori Security Agreement

In connection with entry into the Meliori SPA, on November 2, 2023, the Company and Meliori entered into a Security Agreement (the “Meliori Security Agreement”). Pursuant to the terms of the Meliori Security Agreement, the Company granted to Meliori a continuing lien on and security interest under the UCC in and to the Collateral (as hereinafter defined), as described in the Meliori Security Agreement. Pursuant to the terms of the Meliori Security Agreement, “Collateral” means (i) all accounts, as-extracted collateral, chattel paper, deposit accounts, documents, equipment, general intangibles (including all payment intangibles, intellectual property, rights to tax refunds, intercompany notes, rights arising out of leases, licenses, and contracts which are not accounts, computer software, computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, options, warranties, service contracts, program services, rights to refund, reimbursement, indemnification, and subrogation, goodwill, licenses, royalties, franchises, customer lists, reversions from any retirement plan or arrangement, money, interests in a partnership or limited liability company which do not constitute a security under Article 8 of the UCC), instruments (including dividends and rights to payment arising out of partnership agreements and management contracts), inventory, investment property and any supporting obligations related thereto; (ii) all books, records, ledgers, files, writings, data bases, plans, drawings, and information relating to any of the foregoing, pertaining to the other property described in this definition; (iii) all other goods, fixtures, improvements (not constituting real property), and other personal property of the Company, whether tangible or intangible and wherever located; and (iv) to the extent not otherwise included, all proceeds of the foregoing, including insurance proceeds (including any surrender value therefor, any right to return, or unearned premiums), causes and rights of action, remedies, privileges, settlements, judicial and arbitration judgments and awards, indemnities, liens, warranties, or guaranties payable from time to time with respect to, or lien or other security for, any of the foregoing; provided, that “Collateral” shall not include any Excluded Property (as defined in the Meliori Security Agreement); and provided, further, that if and when any property shall cease to be Excluded Property, such property shall be deemed to constitute Collateral.

The foregoing description of the Meliori SPA, the Meliori Note and the Meliori Security Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Meliori SPA, the Meliori Note, and the Meliori Security Agreement, copies of which are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed, on August 12, 2022, the Company issued an unsecured promissory note in the original principal amount of $25,000 (the “Zarro Promissory Note”) for cash to Tom Zarro. On November 3, 2023, the Company made a payment in the amount of $26,934 to Mr. Zarro, representing the principal and accrued interest due and payable pursuant to the Zarro Promissory Note as of such date. Accordingly, the Zarro Promissory Note was paid in full and terminated on November 3, 2023.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Meliori Note is incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated as of November 2, 2023, by and between Metavesco, Inc. and Meliori Incorporated.
10.2		Secured Promissory Note, dated November 2, 2023, issued by Metavesco, Inc. in favor of Meliori Incorporated.
10.3		Security Agreement, dated as of November 2, 2023, by and between Metavesco, Inc. and Meliori Incorporated.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Metavesco, Inc.

Date: November 8, 2023	By:	/s/ Ryan Schadel
		Ryan Schadel
		Chief Executive Officer

Exhibit 10.1

Securities Purchase Agreement

By and Among

Metavesco, Inc.

And

Meliori Incorporated

TABLE OF CONTENTS

Article I.	DEFINITIONS	1

Section 1.01	Definitions.	1
Section 1.02	Interpretive Provisions.	2

Article II.	PURCHASE AND SALE; AGREEMENTS	3

Section 2.01	Purchase and Sale.	3
Section 2.02	Deliverables at Closing.	3
Section 2.03	Closing.	3

Article III.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	3

Section 3.01	Authorization of Transactions.	4
Section 3.02	Governmental Approvals; Non-contravention.	4
Section 3.03	Brokers.	4

Article IV.	REPRESENTATIONS AND WARRANTIES OF BUYER	4

Section 4.01	Authorization of Transactions.	4
Section 4.02	Governmental Approvals; Non-contravention.	5
Section 4.03	Investment Representations.	5
Section 4.04	Brokers.	6

Article V.	INDEMNIFICATION	6

Section 5.01	General Indemnification.	6
Section 5.02	Procedures for Indemnification.	7
Section 5.03	Payment.	7
Section 5.04	Effect of Knowledge on Indemnification.	7

Article VI.	MISCELLANEOUS	7

Section 6.01	Notices.	7
Section 6.02	Attorneys’ Fees	8
Section 6.03	Amendments; No Waivers; No Third-Party Beneficiaries.	8
Section 6.04	Expenses.	9
Section 6.05	Further Assurances.	9
Section 6.06	Successors and Assigns; Benefit.	9
Section 6.07	Governing Law; Etc.	9
Section 6.08	Survival.	10
Section 6.09	Resolution of Disputes.	10
Section 6.10	Severability.	11
Section 6.11	Entire Agreement.	11
Section 6.12	Specific Performance.	11
Section 6.13	Construction.	11
Section 6.14	Counterparts.	11

	Exhibit A	Secured Promissory Note
	Exhibit B	Security Agreement

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is entered into as of November 2, 2023 (the “Closing Date”), by and among Metavesco, Inc., a Nevada corporation (the “Company”) and Meliori Incorporated, a Wyoming corporation (“Buyer”). The Company and the Buyer may be collectively referred to herein as the “Parties” and individually as a “Party”.

WHEREAS, the Company desires to issue and sell to the Buyer a Secured Promissory Note of the Company in the principal amount of $650,000, in the form as attached hereto as Exhibit A (the “Note”) and certain shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”), in each case on the terms set forth herein and the Buyer wishes to purchase such securities on the terms and conditions provided for herein and the Parties desire to undertake the other actions and enter into the other agreements as set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I. DEFINITIONS

Section 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms, as used herein, have the following meanings:

(a)

“Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, the specified Person.

(b)

“Business Day” means any day except Saturday, Sunday and any legal holiday or a day on which banking institutions in Nevada generally are authorized or required by Law or other governmental actions to close.

(c)

“Contract” means any contract, commitment, understanding or agreement (whether oral or written).

(d)

“Control” means (a) the possession, directly or indirectly, of the power to vote 10% or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person.

(e)

“Governmental Entity” means any federal, state, municipal, local or foreign government and any court, tribunal, arbitral body, administrative agency, department, subdivision, entity, commission or other governmental, government appointed, quasi-governmental or regulatory authority, reporting entity or agency, domestic, foreign or supranational.

(f)

“Law” means any applicable foreign, federal, state or local law (including common law), statute, treaty, rule, directive, regulation, ordinances and similar provisions having the force or effect of law or an Order of any Governmental Entity.

(g)

“Liabilities” means liabilities, obligations or responsibilities of any nature whatsoever, whether direct or indirect, matured or un-matured, fixed or unfixed, known or unknown, asserted or un asserted, choate or inchoate, liquidated or unliquidated, secured or unsecured, absolute, contingent or otherwise, including any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost or expense.

(h)

“Losses” means any losses, damages, deficiencies, Liabilities, assessments, fines, penalties, judgments, actions, claims, costs, disbursements, fees, expenses or settlements of any kind or nature, including legal, accounting and other professional fees and expenses.

(i)

“Order” means any judgment, writ, decree, determination, award, compliance agreement, settlement agreement, injunction, ruling, charge, judicial or administrative order, determination or other restriction of any Governmental Entity or arbitrator.

(j)

“Person” means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

(k)

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulation promulgated thereunder.

(l)

“Transactions” means the purchase and sale of the Securities and the other transactions contemplated under the Transaction Documents.

(m)

“Transaction Documents” means this Agreement, the Note, the Security Agreement and any other agreement, document, certificate or writing delivered or to be delivered in connection with this Agreement and any other document related to the Transactions related to the forgoing, including, without limitations, those delivered at the Closing.

Section 1.02 Interpretive Provisions. Unless the express context otherwise requires, the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; the terms “Dollars” and “$” mean United States Dollars, unless otherwise specified herein; references herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement; wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; references herein to any gender shall include each other gender; references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.02 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof; with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

Article II. PURCHASE AND SALE; AGREEMENTS

Section 2.01 Purchase and Sale.

(a)

Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Company shall issue and sell to Buyer the Note in the aggregate principal amount of $650,000, for a purchase price of $597,000, reflecting a $53,000 original issue discount (the “Note Purchase Price”) and 1,000,000 shares of Common Stock (the “Shares”), for a purchase price of $0.0001 per share, for a resulting purchase price for the Shares of $1,000 (the “Shares Purchase Price”).

(b)

The Note and the Shares may be referred to herein collectively as the “Securities”.

(c)

The Company’s obligations pursuant to the Note shall be secured pursuant to a Security Agreement between the Parties, in the form as attached hereto as Exhibit B (the “Security Agreement”).

Section 2.02 Deliverables at Closing.

(a)

At the Closing, Buyer shall deliver to the Company:

(i)

The Note Purchase Price and the Shares Purchase Price, via a check payable to the Company or wire transfer pursuant to the wire transfer instructions as provided by the Company to Buyer;

(ii)

a copy of the Note, duly executed by an authorized officer of the Buyer;

(iii)

a copy of the Security Agreement, duly executed by an authorized officer of the Buyer.

(b)

At the Closing, the Company shall:

(i)

Record the Buyer in the books and records of the Company as the holder of the Shares, and the Shares shall not be certificated;

(ii)

deliver to the Buyer a copy of the Note, duly executed by an authorized officer of the Company; and

(iii)

deliver to the Buyer a copy of the Security Agreement, duly executed by an authorized officer of the Company.

Section 2.03 Closing. On the terms set forth herein, the closing of the Transactions (the “Closing”) shall take place by conference call and electronic communication (i.e., emails/pdf) or facsimile, with exchange of original signatures to follow by mail, on the Closing Date immediately following the execution of this Agreement.

Article III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Buyer that the following representations and warranties contained in this Article III are true and correct as of the Closing Date:

Section 3.01 Authorization of Transactions. The Company is a corporation duly authorized and in good standing in the State of Nevada and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by the Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

Section 3.02 Governmental Approvals; Non-contravention.

(a)

No consent, Order, action or non-action of, or filing, notification, declaration or registration with, any Governmental Entity or Person is necessary for the execution, delivery or performance by the Company of this Agreement or any other Transaction Document to which the Company is a party.

(b)

The execution, delivery and performance by the Company of the Transaction Documents to which the Company is a party, and the consummation by the Company of the Transactions, do not (i) violate or conflict with any Law or Order to which the Company may be subject, or (ii) constitute a violation or breach of, be in conflict with, constitute or create (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, modification, cancellation or acceleration) of any obligation under any Contract to which the Company is a party or to which the Company is subject or by which the Company’s properties, assets or rights are bound.

Section 3.03 Brokers. The Company has not engaged, or caused to be incurred any Liability or obligation to, any investment banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation, execution, delivery or performance of the Transaction Documents to which it is a party, or the Transactions.

Article IV. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Company that the following statements contained in this Article IV are true and correct as of the Closing Date:

Section 4.01 Authorization of Transactions. Buyer is a corporation duly authorized and in good standing in Wyoming and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of Buyer. The Transaction Documents to which Buyer is a party have been duly and validly executed and delivered by Buyer. Each Transaction Document to which Buyer is a party constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

Section 4.02 Governmental Approvals; Non-contravention.

(a)

No consent, Order, action or non-action of, or filing, notification, declaration or registration with, any Governmental Entity is necessary for the execution, delivery or performance by Buyer of this Agreement or any other Transaction Document to which Buyer is a party.

(b)

The execution, delivery and performance by Buyer of the Transaction Documents to which Buyer is a party, and the consummation by Buyer of the Transactions, do not violate any Laws or Orders to which Buyer is subject.

Section 4.03 Investment Representations.

(a)

For purposes of this Section 4.03, the term “Securities” shall include, to the extent applicable, the Note, the Shares and the shares of Common Stock that may be issued to Buyer as a result of any payment under the Note which is made by the Company in shares of Common Stock pursuant to the Note.

(b)

Buyer understands and agrees that the consummation of this Agreement including the delivery of the Securities as contemplated hereby constitute the offer and sale of securities under the Securities Act and applicable state statutes and that the Securities are being acquired for Buyer’s own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.

(c)

Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act.

(d)

Buyer understands that the Securities are being offered and sold to Buyer in reliance upon specific exemptions from the registration requirements of United States federal and state securities Laws and that the Company is relying upon the truth and accuracy of, and Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer to acquire the Securities.

(e)

At no time was Buyer presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. Buyer is not purchasing the Securities acquired by Buyer hereunder as a result of any “general solicitation” or “general advertising,” as such terms are defined in Regulation D under the Securities Act, which includes, but is not limited to, any advertisement, article, notice or other communication regarding the Securities acquired by Buyer hereunder published in any newspaper, magazine or similar media or on the internet or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.

(f)

Buyer is acquiring the Securities for Buyer’s own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in the Securities. Further, Buyer does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities.

(g)

Buyer, either alone or together with Buyer’s representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment.

(h)

Buyer understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the transactions set forth herein.

(i)

Any legend required by the securities laws of any state to the extent such laws are applicable to the Securities and the shares of Common Stock received by Buyer pursuant to the Note shall be included on any certificates representing the Shares and the shares of Common Stock received by Buyer pursuant to the Note, which legend shall be in the following form or a substantially similar legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION ARE NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE NOT SET FORTH HEREIN.

Section 4.04 Brokers. Buyer has not engaged any investment banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation, execution, delivery or performance of any Transaction Document to which it is a party, or the Transactions.

Article V. INDEMNIFICATION

Section 5.01 General Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and such other Party’s Affiliates and each of their respective directors, officers, managers, partners, employees, agents, equity holders, successors and assigns (each, an “Indemnified Party”), from and against any and all Losses incurred or suffered by any Indemnified Party arising out of, based upon or resulting from any breach of any representation or warranty of the Indemnifying Party herein or breach by the Indemnifying Party of, or any failure the Indemnifying Party to perform, any of the covenants, agreements or obligations contained in or made pursuant to this Agreement or the Transaction Documents by the Indemnifying Party.

Section 5.02 Procedures for Indemnification. In the event that an Indemnified Party shall incur or suffer any Losses in respect of which indemnification may be sought under this Article V against the Indemnifying Party, the Indemnified Party shall assert a claim for indemnification by providing a written notice (the “Notice of Loss”) to the Indemnifying Party stating the nature and basis of such indemnification. The Notice of Loss shall be provided to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware that it has incurred or suffered a Loss.

Section 5.03 Payment. Upon a determination of liability under this Article V the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount so determined within five (5) Business Days after the date of such determination. If there should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement, the Indemnifying Party shall nevertheless pay when due such portion, if any, of the obligation that is not subject to dispute. Upon the payment in full of any amounts due under this Article V with respect to any claim, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim.

Section 5.04 Effect of Knowledge on Indemnification. The right to indemnification, reimbursement or other remedy based upon any representations, warranties, covenants and obligations set forth in this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants or obligations.

Article VI. MISCELLANEOUS

Section 6.01 Notices.

(a)

Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by email, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

if to the Company, to:

Metavesco, Inc.

Attn: Ryan Schadel

PO Box 1571

Cumming, Georgia, 30028

Email: rschadel21@gmail.com

With a copy, which shall not constitute notice, to:

Anthony L.G., PLLC

Attn: John Cacomanolis

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Email: jcacomanolis@anthonypllc.com

If to the Buyer, to the address for notices as set forth on the signature page hereof.

(b)

Any Party may change its address for notices hereunder upon notice to each other Party in the manner for giving notices hereunder.

(c)

Any notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by email with return receipt requested and received and (iv) three (3) days after mailing, if sent by registered or certified mail.

Section 6.02 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 6.03 Amendments; No Waivers; No Third-Party Beneficiaries.

(a)

This Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by both of the Parties.

(b)

Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by another Party shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.

(c)

Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the Party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.

(d)

Notwithstanding anything else contained herein, no Party shall seek, nor shall any Party be liable for, consequential, punitive or exemplary damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.

Section 6.04 Expenses. Unless otherwise contemplated or stipulated by a Transaction Document, all costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such cost or expense.

Section 6.05 Further Assurances. At and following the Closing, each Party shall execute and deliver such documents and other papers and take such further action as may be reasonably required to carry out the provisions of the Transaction Documents.

Section 6.06 Successors and Assigns; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of each of the other Parties and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect. Other than as specifically set forth herein, including in Article V, nothing in this Agreement shall confer on any Person other than the Parties, and their respective successors and permitted assigns, any rights, remedies, obligations, or Liabilities under or by reason of this Agreement.

Section 6.07 Governing Law; Etc.

(a)

This Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement or the transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the State of Nevada, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of Nevada.

(b)

SUBJECT TO Section 6.09, ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE CONTEMPLATED TRANSACTIONS SHALL BE INSTITUTED SOLELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF GEORGIA, IN EACH CASE LOCATED IN FORSYTH COUNTY, GEORGIA AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c)

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 6.07(c). Each of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

Section 6.08 Survival. The representations and warranties in this Agreement shall survive the Closing for a period of 12 months from the Closing Date, and no claim for indemnification may be made after such time. All covenants and agreements in this Agreement, and such provisions herein as required to give effect to the same, will survive until fully performed; provided, however, that, nothing herein shall prevent a Party from making any claim hereunder, or relieve any other Party from any liability hereunder, after such time for any breach thereof.

Section 6.09 Resolution of Disputes. Except as otherwise provided herein, all controversies, disputes or actions between the Parties arising out of the Transactions or this Agreement, including their respective Affiliates, owners, officers, directors, agents and employees, arising from or relating to this Agreement shall on demand of either party be submitted for arbitration to in accordance with the rules and regulations of the American Arbitration Association. The arbitration shall be conducted by one arbitrator jointly selected by each Party who is a party to the Dispute, provided, however, that if such Parties are unable to agree on the identity of the arbitrator within 10 Business Days of commencement of efforts to do so, each Party who is a party to the Dispute shall select one arbitrator and the arbitrators so selected shall select a final arbitrator, and the final arbitrator shall conduct the arbitration alone. The Parties agree that, in connection with any such arbitration proceeding, each shall submit or file any claim which would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedures) within the same proceeding as the claim to which it relates. Any such claim which is not submitted or filed in such proceeding shall be barred. The arbitrator shall be instructed to use every reasonable effort to perform its services within seven days of request, and, in any case, as soon as practicable. The Parties agree to be bound by the provisions of any limitation on the period of time by which claims must be brought under Nevada law or any applicable federal law. The arbitrator(s) shall have the right to award the relief which he or she deems proper, consistent with the terms of this Agreement, including compensatory damages (with interest on unpaid amounts from due date), injunctive relief, specific performance, legal damages and costs. The award and decision of the arbitrator(s) shall be conclusive and binding on all Parties, and judgment upon the award may be entered in any court of competent jurisdiction. Any right to contest the validity or enforceability of this award shall be governed exclusively by the United States Arbitration Act. The arbitration shall be conducted in Cumming, Georgia. The provisions of this Section 6.09 shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.

Section 6.10 Severability. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner adverse to any Party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.

Section 6.11 Entire Agreement. The Transaction Documents constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter hereof and thereof.

Section 6.12 Specific Performance. Each Party agrees that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that each Party shall be entitled to seek specific performance of the terms hereof in addition to any other remedy at law or in equity.

Section 6.13 Construction. The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. In the event of a conflict between language or amounts contained in the body of this Agreement and language or amounts contained in the Exhibits attached hereto, the language or amounts in the body of the Agreement shall control. References to Articles or Sections shall refer to those portions of this Agreement. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section or clause of or Exhibit to this Agreement.

Section 6.14 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that each Party need not sign the same counterpart. A facsimile copy or electronic transmission of a signature page shall be deemed to be an original signature page.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Closing Date.

	Metavesco, Inc.

	By:	/s/ Ryan Schadel
	Name:	Ryan Schadel
	Title:	Chief Executive Officer

	Meliori Incorporated

	By:	/s/ Katelyn Schadel
	Name:	Katelyn Schadel
	Title:	Chief Executive Officer

	Address for notices:

	PO Box 270
	Murrayville, GA 30564
	Email:

Exhibit 10.2

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION ARE NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS NOTE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH HEREIN.

Principal Amount: $650,000.00

Issue Date: November 2, 2023

Metavesco, Inc.

Secured Promissory Note

Holder: Meliori Incorporated

FOR VALUE RECEIVED, pursuant to the terms and conditions of this Secured Promissory Note (this “Note”), Metavesco, Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of holder as named above (the “Holder”), on the fifth annual anniversary of the Issue Date as set forth above (the “Maturity Date”), or earlier as required pursuant to the terms herein, the Principal Amount as set forth above (the “Principal Amount”), and to pay interest on the outstanding Principal Amount at the rate of 12.5% per annum, simple interest, in each case to the extent that this Note and the Principal Amount and any accrued interest hereunder (as the same may be adjusted herein, the “Indebtedness”) has not been repaid in cash or in shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) prior to the Maturity Date as set forth herein. The Company and the Holder may be referred to herein individually as a “Party” and collectively as the “Parties”.

This Note is entered into pursuant to a Security Purchase Agreement by and between the Company and the Holder dated as of the Issue Date (the “Agreement”), and a Security Agreement entered into in connection therewith (the “Security Agreement”) and is subject to the terms and conditions thereof.

This Note is not a certificate of deposit or similar obligation of, and is not guaranteed or insured by, any depository institution, the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation or any other governmental or private fund or entity.

The following terms shall apply to this Note:

Section 1. Definitions. Defined terms used herein without definition have the meanings given them in the Agreement.

Section 2. Interest; Payment; Prepayment.

(a) Interest on this Note shall commence accruing on the Issue Date, computed on the basis of a 365-day year and the actual number of days elapsed, and shall accrue on a simple interest, non-compounded basis, at a rate of 12.5% per annum, and shall be payable as set forth herein or shall be added to the Principal Amount on the Maturity Date or such earlier date as the Indebtedness may be paid hereunder or may be due hereunder pursuant to the terms herein, at which time all Indebtedness shall be due and payable. In the event that any amount due hereunder is not paid as and when due, such amounts shall accrue interest at the rate of 14% per year, simple interest, non-compounding, until paid.

(b) On the first Business Day following each annual anniversary of the Issue Date, the Company shall pay to the Holder all accrued and unpaid interest hereunder. Such payments may be made in cash, or, at the option of the Company, via the issuance to the Holder of a number of shares of Common Stock equal to (i) the amount of interest then being paid divided by (ii) the VWAP (as defined below) as of the date that such payment is due. Any shares of Common Stock issued in payment for the interest hereunder are referred to herein as the “Interest Shares”). Such Interest Shares shall be issued to the Holder within three Business Days of the date for payment of such interest then being paid via the issuance of the Interest Shares.

(c) The Company may, in its sole discretion, prepay any amount due and payable hereunder at any time, without penalty. Any such prepayments which are payments of accrued and unpaid interest may be made in cash or via the issuance of Interest Shares as set forth in Section 2(b). Any such prepayments which are payments of the Principal Amount shall be made in cash.

(d) To the extent not repaid before the Maturity Date in accordance with the terms and conditions herein, the full amount of the Indebtedness shall be due and payable on the Maturity Date, with the portion of the Indebtedness being the remaining unpaid Principal Amount being paid in cash, and with the portion of the Indebtedness being the remaining unpaid accrued interest being paid in cash or, at the option of the Company, via the issuance of Interest Shares as set forth in Section 2(b).

(e) For purposes herein, the term “VWAP” shall mean for any date, the price determined by the first of the following clauses that applies:

	(i)	If the Common Stock is then listed for trading on the OTC Markets or a United States or Canadian national securities exchange (as applicable, the “Trading Market”), then the volume-weighted average (rounded to the nearest $0.0001) closing price of the Common Stock on such Trading Market during the 5 Trading Day (as defined below) period immediately prior to the applicable measurement date, as reported by such Trading Market or other reputable source;

	(ii)	if the Common Stock is not then listed or quoted for trading on a Trading Market, and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; and

	(iii)	if the VWAP cannot be calculated for such security on such date on bases as set forth in Section 2(e)(i) or Section 2(e)(ii), the VWAP of such security on such date shall be the fair market value of such security as determined in good faith by the Board of Directors of the Company after taking into consideration factors that it may deem appropriate.

(f) Equitable adjustments shall be made to the VWAP for any splits or combinations occurring with respect to the Common Stock during the measurement period as set forth in Section 2(e).

Section 3. Additional Provisions.

(a) Surrender of Note Upon Payment. Upon full payment of this Note in accordance with the terms hereof, the Holder shall be required to physically surrender this Note to the Company. The Holder and the Company shall maintain records showing the amount of Indebtedness repaid. In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is repaid as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid Indebtedness of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following payment of a portion of this Note, the unpaid principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(b) Payment of Taxes. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of Interest Shares in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such Interest Shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid.

(c) Delivery of Interest Shares. Upon the Company’s determination to repay any interest hereunder via the issuance of Interest Shares, the Holder shall be deemed to be the holder of record of the Interest Shares as of the date of such payment being due, and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such payment, and, unless the Company defaults on its obligations under this Section 3, all rights with respect to the portion of this Note being so paid shall forthwith terminate except the right to receive the Interest Shares as herein provided.

(d) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Interest Shares issuable hereunder, provided the Company is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in this Section 3, the Company shall use its reasonable efforts to cause its transfer agent to electronically transmit the Interest Shares to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

(e) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to full repayment of this Note, there shall be any merger, consolidation, or an exchange of shares, recapitalization or reorganization pursuant to a merger or consolidation, or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets or more than 50% of the total outstanding shares of the Company other than in connection with a plan of complete liquidation of the Company, then any payment of Interest Shares shall be made, upon the basis and upon the terms and conditions specified herein and in lieu of the Common Stock comprising the Interest Shares immediately prior thereto, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had such payment been made immediately prior to such transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder and the Company to the end that the provisions hereof shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable hereunder.

Section 4. Default.

(a) Event(s) of Default. Each of the following constitutes an event of default (“Event of Default”) under this Note:

	(i)	Payment Default. The Company fails to make any payment when due under this Note.

	(ii)	Insolvency. (i) The occurrence of the dissolution of Company, or the termination of Company’s existence as a going business, or (ii) if the Company shall (1) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator; (2) make a general assignment for the benefit of the Company’s creditors; or (3) commence a voluntary case under the U.S. Bankruptcy Code as now and hereafter in effect, or any successor statute.

	(iii)	Creditor or Forfeiture Proceedings. A proceeding or case shall be commenced, without the application or consent of the Company, in any court of competent jurisdiction, seeking (1) liquidation, reorganization or other relief with respect to the Company or its assets or the composition or readjustment of its debts, or (2) the appointment of a trustee, receiver, custodian, liquidator or the like of any substantial part of the Company’s assets, and, in each case, such proceedings or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days, if in the United States, or 90 days, if outside of the United States; or an order for relief against the Company shall be entered in an involuntary case under any bankruptcy, insolvency, composition, readjustment of debt, liquidation of assets or similar Law of any jurisdiction.

(b) Effect of Default. Upon the occurrence of an Event of Default, the Holder may, upon notice to the Company, (i) declare all or any portion of the then outstanding Indebtedness due and payable, and the Note and the Indebtedness shall thereupon become, immediately due and payable in cash; (ii) the Holder may proceed to enforce Holder’s rights pursuant to the Security Agreement; and (iii) the Holder shall have the right to pursue any other remedies that the Holder may have under applicable law.

Section 5. Miscellaneous.

(a) Notices. Any and all notices or other communications or deliveries to be provided hereunder shall be given in accordance with the provisions of the Agreement.

(b) Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay principal and damages, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed.

(c) Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of this Note, and of the ownership hereof reasonably satisfactory to the Company.

(d) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada without regard to the principles of conflict of laws thereof. Each Party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Note (whether brought against a Party or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in in Forsyth County, Georgia (the “Selected Courts”). Each Party hereby irrevocably submits to the exclusive jurisdiction of the Selected Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of this Note), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Selected Courts, or such Selected Courts are improper or inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding 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 Note 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 applicable law. If any Party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing Party in such action or proceeding shall be reimbursed by the other Party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

(e) Waiver of Jury Trial. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. EACH OF THE COMPANY AND THE HOLDER CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE HOLDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE HOLDER WOULD NOT, IN THE EVENT OF LITIGATION, ABIDE BY THE FOREGOING WAIVER, (B) EACH OF THE COMPANY AND THE HOLDER UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH OF THE COMPANY AND THE HOLDER MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH OF THE COMPANY AND THE HOLDER HAS ENTERED INTO THIS NOTE FREELY AND FULLY UNDERSTANDS THE WAIVER IN THIS Section 5(e).

(f) Waiver. Any waiver by the Company or Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note or a waiver by any other Holders. The failure of the Company or Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that Party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver by the Company or Holder must be in writing.

(g) Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

(h) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a business day, such payment shall be made on the next succeeding business day.

(i) Entire Agreement. This Note and the Agreement set forth the entire understanding of the Parties with respect to the subject matter hereof, and shall not be modified or affected by any offer, proposal, statement or representation, oral or written, made by or for any party in connection with the negotiation of the terms hereof, and may be modified only by an instrument signed by both Parties.

(j) Assignment. This Note shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Note, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Note or the transactions contemplated herein, or to pursue any claim for any breach or default of this Note, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect.

(k) Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.

(l) Currency. All dollar amounts are in U.S. dollars.

(m) Counterparts. This Note may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Company and the Holder, it being understood that the Company and the Holder need not sign the same counterpart. A signed copy of this Note delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Note.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Note as of the Issue Date.

	Metavesco, Inc.

	By:	/s/ Ryan Schadel
	Name:	Ryan Schadel
	Title:	Chief Executive Officer

Agreed and accepted:

Holder name: Meliori Incorporated

By:	/s/ Katelyn Schadel
Name:	Katelyn Schadel
Title:	Chief Executive Officer

Exhibit 10.3

Security Agreement

By and Among

Metavesco, Inc.

and

Meliori Incorporated

Table of Contents

Article I.	Definitions and Interpretation	1

Section 1.01	Defined Terms.	1
Section 1.02	Other Terms Defined in UCC.	4
Section 1.03	Other Definitional Provisions; Construction.	4

Article II.	Security Grant; Ownership; Preservation	5

Section 2.01	Grant.	5
Section 2.02	Ownership of Collateral.	5
Section 2.03	Preservation of Collateral.	5
Section 2.04	Rights Prior to an Event of Default.	5
Section 2.05	Rights Upon an Event of Default.	5

Article III.	Representations; Covenants and Additional Agreements	6

Section 3.01	Representations and Warranties.	6
Section 3.02	Covenants of the Company.	6
Section 3.03	Additional Covenants.	7
Section 3.04	Filings.	7
Section 3.05	Discharge of Liens; No Effect of Certain Actions.	8
Section 3.06	Release of Liens; Termination.	8
Section 3.07	Additional Waivers by Company.	8

Article IV.	Miscellaneous	8

Section 4.01	Deemed Consent.	8
Section 4.02	Notices.	9
Section 4.03	Attorneys’ Fees	9
Section 4.04	Amendments; No Waivers; No Third-Party Beneficiaries.	9
Section 4.05	Expenses.	10
Section 4.06	Successors and Assigns; Benefit.	10
Section 4.07	Governing Law; Etc.	10
Section 4.08	Resolution of Disputes.	11
Section 4.09	Severability.	12
Section 4.10	Entire Agreement.	12
Section 4.11	Specific Performance.	12
Section 4.12	Construction.	12
Section 4.13	Counterparts.	12

Security Agreement

This Security Agreement (this “Agreement”), dated as of November 2, 2023 (the “Effective Date”), is entered into by and between Metavesco, Inc., a Nevada corporation (the “Company”) and Meliori Incorporated, a Wyoming corporation (“Buyer”). The Company and the Buyer may be collectively referred to herein as the “Parties” and individually as a “Party”. This Agreement is entered into pursuant to a Securities Purchase Agreement between the Parties, dated as of the Effective Date (the “SPA”) and is subject to the terms and conditions thereof.

WHEREAS, pursuant to the SPA, the Buyer has acquired from the Company that certain Secured Convertible Promissory Note of the Company (the “Note”) and the Parties now desire to enter into this Agreement in connection therewith;

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge and agreed, the Parties hereby agree as follows:

Article I. Definitions and Interpretation

Section 1.01 Defined Terms. Defined terms used herein without definition shall have the meanings given in the SPA. In addition to such defined terms and the other terms defined herein, for the purposes of this Agreement, the following capitalized words and phrases shall have the meanings set forth below.

(a)

“Capital Lease” means, as applied to any Person, any lease of, or other arrangement conveying the right to use, any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

(b)

“Collateral” means (i) all accounts, as-extracted collateral, chattel paper, deposit accounts, documents, equipment, general intangibles (including all payment intangibles, Intellectual Property, rights to tax refunds, intercompany notes, rights arising out of leases, licenses, and contracts which are not accounts, computer software, computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, options, warranties, service contracts, program services, rights to refund, reimbursement, indemnification, and subrogation, goodwill, licenses, royalties, franchises, customer lists, reversions from any retirement plan or arrangement, money, interests in a partnership or limited liability company which do not constitute a security under Article 8 of the UCC), instruments (including dividends and rights to payment arising out of partnership agreements and management contracts), inventory, investment property and any supporting obligations related thereto; (ii) all books, records, ledgers, files, writings, data bases, plans, drawings, and information relating to any of the foregoing, pertaining to the other property described in this definition; (iii) all other goods, fixtures, improvements (not constituting real property), and other personal property of the Company, whether tangible or intangible and wherever located; and (iv) to the extent not otherwise included, all proceeds of the foregoing, including insurance proceeds (including any surrender value therefor, any right to return, or unearned premiums), causes and rights of action, remedies, privileges, settlements, judicial and arbitration judgments and awards, indemnities, Liens, warranties, or guaranties payable from time to time with respect to, or Lien or other security for, any of the foregoing; provided, that “Collateral” shall not include any Excluded Property; and provided, further, that if and when any property shall cease to be Excluded Property, such property shall be deemed at all times from and after the date hereof to constitute Collateral.

(c)

“Event of Default” has the meaning set forth in the Note.

(d)

“Excluded Property” means, collectively, (i) any Permit or similar agreement entered into by the Company (A) that prohibits or requires the consent of any Person other than the Company or any of its Affiliates as a condition to the creation by the Company of a Lien on any right, title or interest in such Permit or other agreement related thereto or (B) to the extent that any Law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Law, (ii) fixed or capital assets owned by the Company that is subject to a purchase money security interest or a Capital Lease if the documentation pursuant to which such Lien is granted (or in the documentation providing for such Capital Lease) prohibits or requires the consent of any Person (other than the Company or its Affiliates) as a condition to the creation of any other Lien on such equipment and (iii) any “intent to use” trademark applications for which a statement of use has not been filed (but only until such statement is filed); provided, that “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property), all of which shall therefore be included in Collateral as provided hereunder.

(e)

“GAAP” means United States generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination; provided, however, that interim financial statements or reports shall be deemed in compliance with GAAP despite the absence of footnotes and fiscal year-end adjustments as required by GAAP.

(f)

“Intellectual Property” means, collectively, all copyrights, patents, trademarks, service marks and trade names, and all registrations, renewals, and applications for any of the foregoing, together with: (i) all inventions, processes, production methods, proprietary information, know-how and trade secrets; (ii) all licenses or user or other agreements granted with respect to any of the foregoing, in each case whether now or hereafter owned or used; (iii) all customer lists, data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, test reports, manuals, materials standards, processing standards, performance standards, catalogs, computer and automatic machinery software and programs; (iv) internet domain names, whether or not trademarks, registered in any top-level domain by any authorized private registrar or Governmental Entity; (v) all accounting information and all media in which or on which any information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data; (vi) all applications for any of the foregoing and (vii) all causes of action, claims and warranties, in each case, now or hereafter owned or acquired in respect of any item listed above.

(g)

“Liabilities” means any and all liabilities, indebtedness, or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under GAAP or other applicable accounting standards), including Tax liabilities due or to become due.

(h)

“Lien” means any lien (statutory or other) mortgage, pledge, hypothecation, assignment, security interest, encumbrance, charge, claim, right of first refusal, preemptive right, restriction on transfer or similar restriction or other security arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement and any capital or financing lease having substantially the same economic effect as any of the foregoing.

(i)

“Loan Documents” means this Agreement, the Note and the SPA.

(j)

“Obligations” means, all of the obligations of the Company to the Buyer pursuant to the Note.

(k)

“Ordinary Course of Business” means the ordinary course of business of the Person in question consistent with past custom and practice (including with respect to quantity, quality and frequency).

(l)

“Permit” means, with respect to any Person, any permit, filing, notice, license, approval, variance, exception, permission, concession, grant, franchise, confirmation, endorsement, waiver, certification, registration, qualification, clearance or other contractual obligation or arrangement with, or authorization by, to or under the authority of, any Governmental Entity or pursuant to any Law, or any other action by any Governmental Entity in each case whether or not having the force of law and affecting or applicable to or binding upon such Person, its contractual obligations or arrangements or other liabilities or any of its property or to which such Person, its contractual obligations or any of its property is or is purported to be subject.

(m)

“Permitted Liens” means (a) mechanic’s, materialmen’s, carriers’, repairers’ and other similar statutory Liens arising or incurred in the Ordinary Course of Business, (b) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent or (ii) being contested in good faith and by appropriate proceedings, and for which adequate reserves have been established with respect thereto, (c) encumbrances and restrictions that do not prohibit or materially interfere with any of the applicable Collateral, (d) other Liens imposed by operation of law or arising in the Ordinary Course of Business for amounts which are not due and payable or as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto, or (e) Liens arising under this Agreement or any Loan Documents.

(n)

“Person” means any individual, partnership, limited liability company, limited liability partnership, corporation, trust, joint venture, joint stock company, association, unincorporated organization, government or agency or political subdivision thereof, or other entity.

(o)

“Taxes” means (a) all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social security and related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property, windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (b) any Liability for payment of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of law and (c) any Liability for the payment of amounts described in clauses (a) or (b) as a result of any tax sharing, tax group, tax indemnity or tax allocation agreement with, or any other express or implied agreement to indemnify, any other Person.

(p)

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of Nevada.

Section 1.02 Other Terms Defined in UCC. All other words and phrases used herein and not otherwise specifically defined shall have the respective meanings assigned to such terms in the UCC, as amended from time to time, to the extent the same are used or defined therein.

Section 1.03 Other Definitional Provisions; Construction. Unless the express context otherwise requires (i) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (iii) the terms “Dollars” and “$” mean United States Dollars; (iv) references herein to a specific Section, Subsection or Recital shall refer, respectively, to Sections, Subsections or Recitals of this Agreement; (v) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; (vi) references herein to any gender shall include each other gender; (vii) references herein to any Person shall include such Person’s heirs, executors, personal Representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.03 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; (viii) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; (ix) references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof; (x) with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; (xi) references herein to any law or any license mean such law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and (xii) references herein to any law shall be deemed also to refer to all rules and regulations promulgated thereunder.

Article II. Security Grant; Ownership; Preservation

Section 2.01 Grant. As security for the due and punctual payment and performance of the Obligations in full, the Company hereby agrees that Buyer will have, and the Company hereby grants to and creates in favor of the Buyer, a continuing Lien on and security interest under the UCC in and to the Collateral, subject only to Permitted Liens. Notwithstanding the foregoing grant of a security interest, this Agreement shall not constitute a grant of a security interest in the Excluded Property and the Excluded Property shall not constitute Collateral, but only to the extent, and for so long as, such assets meet the criteria set forth in the definition of Excluded Property.

Section 2.02 Ownership of Collateral. The Company represents and warrants to the Buyer that the Company has good and marketable title to the Collateral and, except for the security interest granted to and created in favor of the Buyer hereunder and Permitted Liens, all the Collateral is free and clear of any Lien.

Section 2.03 Preservation of Collateral. The Company will faithfully preserve and protect the Buyer’s security interest in the Collateral as a perfected security interest under the UCC, superior and prior to the rights of all third Persons, except for holders of Permitted Liens, and the Company will do all such other reasonable acts and things and will, upon reasonable written request therefor by the Buyer, execute, deliver, file and record.

Section 2.04 Rights Prior to an Event of Default. If no Event of Default has occurred and is continuing, the Company may exercise any and all rights that the Company may have as to the Collateral.

Section 2.05 Rights Upon an Event of Default.

(a)

If an Event of Default has occurred and is continuing, the Company shall deliver the Collateral to such party as directed by the Buyer (the “Designated Party”), and thereafter Buyer may exercise all rights as to any of the Collateral and the Company shall deliver to the Designated Party all notices, proxies and other information relating to the exercise of such rights received by the Company promptly upon receipt and, at the request of Designated Party, shall execute and deliver to the Designated Party any instruments which are, in the judgment of the Designated Party, necessary for Buyer to exercise such rights, and the Buyer may exercise the rights and pursue the remedies provided under Articles 8 and 9 of the Uniform Commercial Code.

(b)

If an Event of Default has occurred and is continuing, the Buyer shall have the following rights and the Company shall have the following obligations:

(i)

The Buyer shall have and may exercise all the rights and remedies available to a secured party under the UCC in effect at the time, and such other rights and remedies as may be provided at law and as set forth below, including, without limitation, to take possession immediately, with or without notice, demand, or legal process, of any of or all of the Collateral wherever found, and for such purposes and to exercise all of the Company’s rights and remedies with respect to the collection of any of the Collateral and to do all acts and things necessary, in the Buyer’s reasonable discretion, to fulfill Company’s obligations to the Buyer under the Loan Documents.

(ii)

The Buyer shall have the right to lease, sell or otherwise dispose of all or any of the Collateral at public or private sale or sales for cash, credit or any combination thereof, with such notice as may be required by law (it being agreed by the Company that, in the absence of any contrary requirement of law, ten (10) days’ prior notice of a public or private sale of Collateral shall be deemed reasonable notice), in lots or in bulk, for cash or on credit, all as the Buyer, in its sole discretion, may deem advisable. Such sales may be adjourned from time to time with or without notice.

(iii)

The Company, at its cost and expense (including the cost and expense of any of the following referenced consents, approvals, etc.), will promptly execute and deliver or cause the execution and delivery of all applications, certificates, instruments, registration statements, and all other documents and papers the Buyer may reasonably request in connection with the obtaining of any consent, approval, registration, qualification, permit, license, accreditation, or authorization of any other Governmental Entity or other Person necessary or appropriate for the effective exercise of any rights hereunder or under the other Loan Documents.

Article III. Representations; Covenants and Additional Agreements

Section 3.01 Representations and Warranties. The Company represents and warrants to Buyer, to the best of the Company’s knowledge, as of the Effective Date, as follows:

(a)

Company is the owner of the Collateral, free from any right or claim of any Person or any adverse Lien, except for Permitted Liens.

(b)

Upon the filing of appropriate financing statements in the appropriate filing offices and such other filings as required by law and upon taking possession of all collateral in which a security interest can only be perfected by possession, the Buyer has a valid and perfected security interest in the Collateral (subject to Permitted Liens and the applicability of the UCC), securing the payment of the Obligations, and such security interests are entitled to all of the rights, priorities and benefits afforded by the UCC or other applicable law as enacted in any relevant jurisdiction which relates to perfected security interests.

Section 3.02 Covenants of the Company. Company hereby covenants and agrees that, so long as the Buyer is owed any Obligation, unless the Buyer waives compliance in writing, the Company:

(a)

will defend the Buyer’s right, title and Lien on and security interest in and to the Collateral and the Proceeds thereof against the claims and demands of all Persons whomsoever, other than any Person claiming a right in the Collateral pursuant to an agreement between such Person and the Buyer;

(b)

will not suffer or permit to exist on any Collateral any Lien except for Permitted Liens;

(c)

will not take or omit to take any action, the taking or the omission of which might result in a material alteration (except as permitted by the Note or other Loan Documents) or material impairment of the Collateral or of the Buyer’s rights under this Agreement;

(d)

will not sell, assign or otherwise dispose of any material portion of the Collateral except in the Ordinary Course of Business;

(e)

will promptly furnish to the Buyer such information and documents relating to the Collateral as the Buyer may reasonably request;

(f)

will not change its state of organization without providing five (5) Business Days’ prior written notice to the Buyer;

(g)

will not change its name without providing fifteen (15) Business Days’ prior written notice to the Buyer; and

(h)

shall preserve its current existence as a corporation and shall not (i) in one, or a series of related transactions, merge into or consolidate with any other entity, the survivor of which is not the Company, or (ii) sell all or substantially all of its assets.

Section 3.03 Additional Covenants. The Parties covenant and agree that so long as this Agreement shall be in effect:

(a)

Provided that an Event of Default does not exist and is continuing, then the Company may make distributions to its shareholders and other parties as it may determine, subject to any limitations thereon pursuant to applicable Law. At any time that an Event of Default exists and is continuing, the Company shall not make any distributions to its shareholder or as otherwise required by Law.

(b)

The Company shall defend the Company’s title to the Collateral and the security interest of Buyer against the claims of any person claiming rights in the Collateral.

(c)

Without the prior written consent of the Buyer, (i) the Company shall not sell, gift, pledge, exchange or otherwise transfer the Collateral. In the event of any such sale, exchange or transfer consented to by Buyer, the Company shall upon receipt the proceeds of such sale, exchange or transfer to pay any such distribution with respect to the Collateral to the Buyer for application to the Obligations.

(d)

The Company will pay and discharge when due all of its material obligations and liabilities (including, without limitation, tax liabilities) which if unpaid when due might by law give rise to a lien on the Collateral, except where the same may be contested in good faith by appropriate proceedings.

(e)

At the Company’s expense, the Company will do such further facts and execute and deliver such additional conveyances, certificates, instruments, legal opinions and other assurances as the Buyer may direct the Buyer to reasonably request to protect, assure or enforce the interests, rights and remedies of the Buyer under this Agreement.

Section 3.04 Filings. The Company hereby authorizes the Buyer to, at any time and from time to time, file in any one or more jurisdictions financing statements that describe the Collateral, together with continuation statements thereof and amendments thereto, without the signature of the Company and which contain any information required by the UCC or any other applicable law. The Company agrees to furnish any such information to the Buyer promptly upon reasonable request; and will, without limiting the generality of the foregoing, (i) deliver to the Buyer, in suitable form for transfer and in form and substance reasonably satisfactory to the Buyer, all instruments constituting Collateral; and (ii) it shall at any time and from time to time take such steps as the Buyer may reasonably request as are necessary for the Buyer to ensure the continued perfection of the Buyer’s security interest in the Collateral with the same priority required hereby and the preservation of its rights therein; provided, however, notwithstanding the foregoing, the Company shall not be required to perfect the Buyer’s security interest in titled vehicles unless an Event of Default has occurred and is continuing.

Section 3.05 Discharge of Liens; No Effect of Certain Actions. The security interests and other Liens and the obligations of the Company hereunder shall not be discharged until payment in full of the Obligations (other than contingent indemnification obligations for which no claim has been asserted). The security interests, and other Liens and the Obligations of the Company hereunder shall not be discharged or impaired or otherwise diminished by any failure, default, omission, or delay, willful or otherwise, by Buyer, or any other obligor on any of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Company or which would otherwise operate as a discharge of the Company as a matter of law or equity.

Section 3.06 Release of Liens; Termination. Upon payment in full of the Obligations (other than contingent indemnification obligations for which no claim has been asserted), this Agreement shall terminate and be of no further force and effect, and the Buyer shall thereupon promptly return to Company such of the Collateral and such other documents delivered by the Company or obtained by the Buyer hereunder as may then be in the Buyer’s possession, subject to the rights of third parties. Until such time, however, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 3.07 Additional Waivers by Company. No failure or delay on the part of the Buyer in exercising any right, remedy, power or privilege hereunder shall operate as a waiver thereof or of any other right, remedy, power or privilege of the Buyer hereunder; nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. No waiver of a single Event of Default shall be deemed a waiver of a subsequent Event of Default. All waivers under this Agreement must be in writing other than as set forth herein. The rights and remedies of the Buyer under this Agreement are cumulative and in addition to any rights or remedies which it may otherwise have, and the Buyer may enforce any one or more remedies hereunder successively or concurrently at its option.

Article IV. Miscellaneous

Section 4.01 Deemed Consent.

(a)

Each request for consent, approval or waiver under this Agreement, for an amendment hereof or other matter, which is sent by the Company to the Buyer shall be made in writing and shall include all information necessary for Buyer to make an informed decision as to whether to agree to such consent or approval, and shall include the following in capital, bold and block letters: “FIRST NOTICE – THIS IS A REQUEST FOR CONSENT, APPROVAL OR WAIVER UNDER THAT CERTAIN SECURITY AGREEMENT BETWEEN Metavesco, Inc. and Meliori Incorporated, OR AN AMENDMENT THEREOF OR OTHER MATTER AS DESCRIBED HEREIN. THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT.”

(a)

If a Buyer does not approve or reject the proposed or requested consent, approval, waiver or amendment within ten (10) days of receipt of such notice and all necessary information, via delivery of the same to the Buyer within such time period, for further distribution to the Company, may request a consent or approval again by delivery of a notice including the following in capital, bold and block letters: “SECOND NOTICE – THIS IS A REQUEST FOR CONSENT, APPROVAL OR WAIVER UNDER THAT CERTAIN SECURITY AGREEMENT BETWEEN Metavesco, Inc. and Meliori Incorporated, OR AN AMENDMENT THEREOF OR OTHER MATTER AS DESCRIBED HEREIN. THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT.”

(b)

If a Buyer does not approve or reject the proposed or requested consent, approval, waiver or amendment, or other matter, within ten (10) days of receipt of such second and final notice, via delivery of the same to the Buyer within such time period, for further distribution to the Company, the Buyer shall be deemed to have approved, in writing, the proposed or requested consent, approval, waiver or amendment, or other matter as set forth in the notice, and the Company and may effect the actions set forth therein in reliance on such consent.

Section 4.02 Notices. Any notice or other communications required or permitted hereunder shall be given in accordance with the provisions of the SPA.

Section 4.03 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 4.04 Amendments; No Waivers; No Third-Party Beneficiaries.

(a)

(b)

(c)

(d)

Section 4.05 Expenses. Unless otherwise contemplated or stipulated by this Agreement, all costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such cost or expense.

Section 4.06 Successors and Assigns; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of each of the other Parties and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect. Other than as specifically set forth herein, nothing in this Agreement shall confer on any Person other than the Parties, and their respective successors and permitted assigns, any rights, remedies, obligations, or Liabilities under or by reason of this Agreement.

Section 4.07 Governing Law; Etc.

(a)

(b)

SUBJECT TO Section 4.08, ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE CONTEMPLATED TRANSACTIONS SHALL BE INSTITUTED SOLELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF GEORGIA, IN EACH CASE LOCATED IN FORSYTH COUNTY, GEORGIA AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c)

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 4.07(c). Each of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

Section 4.08 Resolution of Disputes. Except as otherwise provided herein, all controversies, disputes or actions between the Parties arising out of this Agreement, including their respective Affiliates, owners, officers, directors, agents and employees, arising from or relating to this Agreement shall on demand of either party be submitted for arbitration to in accordance with the rules and regulations of the American Arbitration Association. The arbitration shall be conducted by one arbitrator jointly selected by each Party who is a party to the Dispute, provided, however, that if such Parties are unable to agree on the identity of the arbitrator within 10 Business Days of commencement of efforts to do so, each Party who is a party to the Dispute shall select one arbitrator and the arbitrators so selected shall select a final arbitrator, and the final arbitrator shall conduct the arbitration alone. The Parties agree that, in connection with any such arbitration proceeding, each shall submit or file any claim which would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedures) within the same proceeding as the claim to which it relates. Any such claim which is not submitted or filed in such proceeding shall be barred. The arbitrator shall be instructed to use every reasonable effort to perform its services within seven days of request, and, in any case, as soon as practicable. The Parties agree to be bound by the provisions of any limitation on the period of time by which claims must be brought under Nevada law or any applicable federal law. The arbitrator(s) shall have the right to award the relief which he or she deems proper, consistent with the terms of this Agreement, including compensatory damages (with interest on unpaid amounts from due date), injunctive relief, specific performance, legal damages and costs. The award and decision of the arbitrator(s) shall be conclusive and binding on all Parties, and judgment upon the award may be entered in any court of competent jurisdiction. Any right to contest the validity or enforceability of this award shall be governed exclusively by the United States Arbitration Act. The arbitration shall be conducted in Cumming, Georgia. The provisions of this Section 4.08 shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.

Section 4.09 Severability. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner adverse to any Party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.

Section 4.10 Entire Agreement. This Agreement and the other Transaction Documents constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter hereof and thereof.

Section 4.11 Specific Performance. Each Party agrees that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that each Party shall be entitled to seek specific performance of the terms hereof in addition to any other remedy at law or in equity.

Section 4.12 Construction. The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. References to Articles or Sections shall refer to those portions of this Agreement. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section or clause of this Agreement.

Section 4.13 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that each Party need not sign the same counterpart. A facsimile copy or electronic transmission of a signature page shall be deemed to be an original signature page.

[Signatures appear on following pages]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

	Metavesco, Inc.

	By:	/s/ Ryan Schadel
	Name:	Ryan Schadel
	Title:	Chief Executive Officer

	Meliori Incorporated

	By:	/s/ Katelyn Schadel
	Name:	Katelyn Schadel
	Title:	Chief Executive Officer

Cover	Nov. 02, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 02, 2023
Entity File Number	811-08387
Entity Registrant Name	METAVESCO, INC.
Entity Central Index Key	0000924095
Entity Tax Identification Number	54-1694665
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	410 Peachtree Pkwy
Entity Address, Address Line Two	Suite 4245
Entity Address, City or Town	Cumming
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30041
City Area Code	(678)
Local Phone Number	341-5898
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false