8-K

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): May 24, 2021

C2E ENERGY, INC.

(Exact name of registrant as specified in its charter)

Florida	333-106299	65-1139235
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1185 Avenue of the Americas 3^rd Floor
New York, NY 10036

(Address of principal executive offices) (Zip code)

(646) 768 -8417

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐	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

On May 24, 2021 (the “Effective Date”), the C2E Energy, Inc. (the “Company”) entered into a debt exchange agreement (the “Debt Exchange Agreement”) with Custodian Ventures, LLC a Wyoming limited liability company (“Custodian”).

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2021, on February 10, 2021, as a result of a custodianship in Palm Beach, Florida Nevada, Case Number 502020CA013695XXXXMB AB, Custodian Ventures LLC was appointed custodian of the Company. In the course of performing its duties as the custodian of the Company, Custodian had incurred expenses on behalf of the Company in the amount of $29,541 as of May 24, 2021. Pursuant to the Debt Exchange Agreement, the Company agreed to issue Custodian 10,000,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Series A Stock”) in lieu of a cash reimbursement of the $29,541 owed to Custodian.

On the Effective Date, the Company issued the 10,000,000 shares of Series A Stock to Custodian, and in exchange, Custodian forgave the $29,541 owed to it, and agreed that such amount was deemed to have been paid in full.

The Debt Exchange Agreement and the transactions contemplated therein were subject to certain customary terms and conditions, and as inducement to enter to the Debt Exchange Agreement, each party made certain customary representations and warranties to the other party related to certain factual matters applicable to each party.

The foregoing description of the Debt Exchange Agreement is subject to, and qualified in its entirety by the Debt Exchange Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2021, on February 10, 2021, as a result of a custodianship in Palm Beach, Florida Nevada, Case Number 502020CA013695XXXXMB AB, Custodian was appointed custodian of the Company. On April 21, 2021, the Custodian was discharged as custodian of the Company pursuant to an Order Accepting Custodian’s Report, Discharging Custodian, Approving Reimbursement of Plaintiff’s Expenses and Dismissing Case, dated as of April 21, 2022.

On May 24, 2021, as a result of the closing of the Debt Exchange Agreement, Custodian received 10,000,000 shares of Series A Stock, which provided Custodian with majority voting control of the Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 21, 2021, the Company filed Articles of Amendment to its Articles of Incorporation with the Florida Department of State to designate 10,000,000 shares of the Company’s 20,000,000 shares of authorized Preferred Stock, par value $0.0001, as Series A Stock. On May 24, 2021, the Company received notice from the Florida Secretary of State of the acceptance of the Articles of Amendment by the Florida Department of State.

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Each share of Series A Stock is convertible at the option of the holder into the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at the rate of 400 shares of Common Stock per share of Series A Stock, which rate will not be adjusted if the Company undergoes any stock split, stock dividend, stock combination, recapitalization or other similar transaction that results in the outstanding number of shares of Common Stock of the Company increasing or decreasing. Holders of the Series A Stock have the right at any time following the date of the effectiveness of an amendment of the Articles of Incorporation of the Company to:

● increase the number of authorized shares of Common Stock of the Company;

● complete a reverse split of the Common Stock; or

● take any other action or actions, whether pursuant to an amendment of the Company’s Articles of Incorporation or otherwise to ensure that a sufficient number of authorized but unissued shares of Common Stock is available to permit the conversion of all of the shares of Series A Stock into Common Stock.

A share of Series A Stock may be converted solely in full, and no fractional conversion of a share of Series A Stock may be completed. If, at any time when the Series A Stock is issued and outstanding, the Company’s Common Stock is exchanged with another company’s securities, or converted into another class of securities of the Company or any successor entity to the Company, whether by way of merger, reorganization, re-incorporation or otherwise, the Series A Stock will be convertible into those exchanged or converted securities on the same terms as if the Series A Stock was converting into Common Stock of the Company.

The holders of Series A Stock vote together with the holders of Common Stock, and each share of Series A Stock has a voting power equal to its number of conversion shares (i.e. 400 shares of Common Stock per share of Series A Stock).

The Series A Stock is entitled to participate in any dividends, distributions or payments to the holders of the Common Stock on an as-converted basis (i.e., assuming such conversion but without such conversion being required in order for such participation to occur) The Series A Stock does not have any liquidation preferences but otherwise participates in any distributions to the holders of the Common Stock on the same basis as such Common Stockholders. Shares of Series A Stock may be redeemed by the Company only with the prior written consent of the Series A Holder holding the applicable shares of Series A Stock.

The Company may not amend or repeal any provisions of the Articles of Amendment for the Series A Stock, the Articles or the Bylaws of the Company which would adversely affect the rights or obligations of the Series A Holders with respect to the Series A Stock without the prior written consent of Series A Holders holding a majority of the Series A Stock then issued and outstanding.

The foregoing description of the Articles of Amendment is subject to, and qualified in its entirety by the Form of Articles of Amendment attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

The following exhibits are filed or furnished with this Current Report on Form 8-K:

Exhibit No.	Description
3.1	Form of Articles of Amendment to Articles of Incorporation of the Company for the designation of Series A Convertible Preferred Stock.
10.1	Debt Exchange Agreement dated May 24, 2021.

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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 thereunto duly authorized.

Date: May 28, 2021	C2E ENERGY, INC.
	By:	/s/ David Lazar
		David Lazar
		Chief Executive Officer and Chief Financial Officer

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EX-3.1

Exhibit 3.1

Articles of Amendment

to

Articles of Incorporation

of

C2E Energy, Inc.

(Name of Corporation as currently filed with the Florida Dept. of State)

P01000078584

(Document Number of Corporation (if known)

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

A. If amending name, enter the new name of the corporation:

______________________________________________________________________The new name must be distinguishable and contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or Co.,” or the designation “Corp,” “Inc,” or “Co”. A professional corporation name must contain the word “chartered,” “professional association,” or the abbreviation “P.A.”

B. Enter new principal office address, if applicable:

(Principal office address MUST BE A STREET ADDRESS )

C. Enter new mailing address, if applicable:

(Mailing address MAY BE A POST OFFICE BOX)

D. If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:

Name of New Registered Agent
	(Florida street address)

New Registered Office Address:		, Florida
	(City)		(Zip Code)

New Registered Agent’s Signature, if changing Registered Agent:

I hereby accept the appointment as registered agent. I am familiar with and accept the obligations of the position.

Signature of New Registered Agent, if changing

Check if applicable

☐ The amendment(s) is/are being filed pursuant to s. 607.0120 (11) (e), F.S.

If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added:

(Attach additional sheets, if necessary)

Please note the officer/director title by the first letter of the office title:

P = President; V= Vice President; T= Treasurer; S= Secretary; D= Director; TR= Trustee; C = Chairman or Clerk; CEO = Chief Executive Officer; CFO = Chief Financial Officer. If an officer/director holds more than one title, list the first letter of each office held. President, Treasurer, Director would be PTD.

Changes should be noted in the following manner. Currently John Doe is listed as the PST and Mike Jones is listed as the V. There is a change, Mike Jones leaves the corporation, Sally Smith is named the V and S. These should be noted as John Doe, PT as a Change, Mike Jones, V as Remove, and Sally Smith, SV as an Add.

Example:

☒ Change	PT	John Doe
☒ Remove	V	Mike Jones
☒ Add	SV	Sally Smith

Type of Action		Title	Name	Address
(Check One)
1)	☐ Change
	☐ Add
	☐ Remove
2)	☐ Change
	☐ Add
3)	☐ Change
	☐ Add
	☐ Remove
4)	☐ Change
	☐ Add
	☐ Remove
5)	☐ Change
	☐ Add
	☐ Remove
6)	☐ Change
	☐ Add
	☐ Remove

E. If amending or adding additional Articles, enter change(s) here:

(Attach additional sheets, if necessary). (Be specific)

***See attached Articles of Amendment For Series A Convertible Preferred Stock of C2E Energy, Inc.***

F. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:

(if not applicable, indicate N/A)

The date of each amendment(s) adoption: May 20, 2021, if other than the date this document was signed.

Effective date if applicable:
	(no more than 90 days after amendment file date)

Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the document’s effective date on the Department of State’s records.

Adoption of Amendment(s) (CHECK ONE)

☒  The amendment(s) was/were adopted by the incorporators, or board of directors without shareholder action and shareholder action was not required.

☐ The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval.

☐ The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

“The number of votes cast for the amendment(s) was/were sufficient for approval

by		.”
	(voting group)

Dated	May 20, 2021
Signature	/s/ David Lazar
	(By a director, president or other officer – if directors or officers have not been selected, by an incorporator – if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)
	David Lazar
	(Typed or printed name of person signing)
	Chief Executive Officer, President, Secretary and Chief Financial Officer
	(Title of person signing)

Articles of Amendment

For

Series A Convertible Preferred Stock

of

C2E Energy, Inc.

A Florida corpotation

C2E Energy, Inc. (the “Corporation”), a corporation organized and in good standing under the Florida Business Corporation Act (the “Act” does hereby certify that pursuant to the provisions of Sections 607.0821, 607.0602 and 607.0603 of the Act, the Corporation states as follows:

1. The name of the Corporation is C2E Energy, Inc.

2. The Corporation is authorized to issue 2,000,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). There are currently no designated series or classes of shares of the Preferred Stock.

3. Pursuant to a Unanimous Written Consent of the Board of Directors of the Corporation dated May 20, 2021, the Board of Directors duly adopted the resolutions set forth below, and shareholder action was not required:

WHEREAS, the Articles of Incorporation of the Corporation authorize the issuance by the Corporation of 2,000,000,000 shares of common stock, $0.0001 par value per share (the “Common Stock”) and 20,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), and, further, authorizes the Board of Directors to divide any or all of the Preferred Stock into series and to fix and determine the relative rights, terms and preferences of the shares or each series established;

NOW THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby designate ten million (10,000,000) shares of the Preferred Stock as the Series A Convertible Preferred Stock, par value $0.0001 per share, and the designation and number of shares thereof and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof are as follows:

SERIES A CONVERTIBLE PREFERRED STOCK

Section 1. Powers and Rights of Series A Convertible Preferred Stock. There is hereby designated a class of Preferred Stock of the Corporation as the Series A Convertible Preferred Stock, par value $0.0001 per share, of the Corporation (the “Series A Stock”). The number of shares, powers, terms, conditions, designations, preferences and privileges, relative, participating, optional and other special rights, and qualifications, limitations and restrictions of the Series A Stock shall be as set forth in these Articles of Amendment for Series A Convertible Preferred Stock (this “Certificate of Designations”). For purposes hereon, a holder of a share or shares of Series A Stock, with respect to their rights as related to the Series A Stock, shall be referred to as a “Series A Holder.”

Section 2. Number. The number of authorized shares of the Series A Stock is ten million (10,000,000) shares.

Section 3. Conversion.

(a) Optional Conversion. Subject to the other terms and conditions herein, a Series A Holder shall have the right from time to time, and at any time following the date of the effectiveness of an amendment of the Articles of Incorporation of the Corporation (the “Articles”) to increase the number of authorized shares of common stock, par value $0.0001 per share, of the Corporation (the “Common Stock”), or to complete a reverse split of the Common Stock, or to take any other action or actions, whether pursuant to an amendment of the Articles or otherwise such that is a sufficient number of authorized but unissued shares of Common Stock to permit the conversion of all of the shares of Series A Stock into Common Stock in full in accordance with the provisions herein (the “Permitted Conversion Date”) to convert (each, a “Conversion”) each outstanding share of Series A Stock held by such Series A Holder into shares of Common Stock at the rate of 400 shares of Common Stock (the “Conversion Ratio”) per share of Series A Stock (such shares of Common Stock issued upon conversion being referred to as the “Conversion Shares”). A share of Series A Stock may be converted solely in full, and no fractional conversion of a share of Series A Stock may be completed.

(b) Process for Conversion. A Series A Holder shall elect a Conversion by delivering to the Corporation a notice of conversion in the form as attached hereto as Exhibit A (the “Notice of Conversion”). Together with the Notice of Conversion, the Series A Holder shall surrender any certificate or certificates for the Series A Stock being converted, duly endorsed, provided that the Series A Stock is not initially intended to be certificated. The calculation of Conversion Shares to be issued as set forth in the Notice of Conversion shall be subject to confirmation and approval of the Corporation. The Conversion shall be deemed to have been effected on the date the Notice of Conversion is submitted to the Corporation if delivered by facsimile, e-mail or other reasonable means of communication dispatched prior to 6:00 p.m., Eastern time, and provided that if the Notice of Conversion is not delivered by such time then the effective date of the Conversion shall be the next Business Day (as applicable, the “Conversion Date”) and the Notice of Conversion shall be deemed automatically updated accordingly. The Corporation shall cause the applicable Series A Holder to be recorded in the books and records of the Corporation as the beneficial owner of the applicable Conversion Shares as of the Conversion date and, if so requested by the Series A Holder shall, within five Business Days, issue and deliver to the applicable Series A Holder a certificate or certificates for the number of Conversion Shares to which such Series A Holder shall be entitled as aforesaid, subject to the provisions below. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Corporation is participating in the Depository Trust Corporation (“DTC”) Fast Automated Securities Transfer program, upon request of the applicable Series A Holder and its compliance with the provisions set forth herein, the Corporation shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the applicable Series A Holder by crediting the account of applicable Series A Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian system. The term “Business Day” shall mean any day, other than a Saturday or Sunday or a day on which commercial banks in the State of Florida are authorized or obligated by law or executive order to close

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(c) Concerning the Conversion Shares. The shares of Common Stock issuable upon conversion of the Series A Stock may not be sold or transferred unless: (i) such shares of Common Stock are sold pursuant to an effective registration statement under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”) or (ii) the Corporation and its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares of Common Stock are transferred to an “affiliate” (as defined in Rule 144) of the applicable Series A Holder who agrees to sell or otherwise transfer the shares only in accordance with this section and who is an accredited investor (as defined in Rule 501 under Regulation D promulgated pursuant to the Securities Act). Any restrictive legend on any certificates representing shares of Common Stock issuable upon conversion of the Series A Stock shall be removed and the Corporation shall issue to the applicable Series A Holder a new certificate therefore free of any transfer legend if the Corporation or its transfer agent shall have received an opinion of counsel from applicable Series A Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Securities Act, which opinion shall be accepted by the Corporation so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of the Series A Stock such security is registered for sale by the applicable Series A Holder under an effective registration statement filed under the Securities Act; or otherwise may be sold pursuant to an exemption from registration.

(d) No Adjustment Due to Stock Splits, Etc. If the Corporation at any time on or after the date of the filing of this Certificate of Designations subdivides or combines (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) the outstanding shares of Common Stock into a lessor or greater number of shares, the Conversion Ratio shall not be adjusted.

(e) Adjustment Due to Merger, Consolidation, Etc. If, at any time when the Series A Stock is issued and outstanding and prior to conversion of the applicable share(s) of Series A Stock, the Common Stock is converted into another class of securities of the Corporation or any successor entity to the Corporation, whether by way of merger, reorganization, re-incorporation or otherwise (the “Replacement Securities”), any reference herein to the Common Stock (whether standing alone or as part of another defined term herein) automatically upon the consummation of the applicable transaction shall be deemed a reference to such Replacement Securities. In the event that the Corporation completes a share exchange with another entity wherein all of the issued and outstanding shares of Common Stock are exchanged for equity interests in the other entity (the “Exchanged Securities”), any reference herein to the Common Stock (whether standing alone or as part of another defined term herein) automatically upon the consummation of the applicable transaction shall be deemed a reference to such Exchanged Securities. The adjustments in this Section 3(e) shall be undertaken each time any such event occurs

(f) Additional Provisions.

(i) No fractional shares or scrip representing fractional shares of Common Stock shall be issued upon the Conversion of the Series A Stock. As to any fraction of a share of Common Stock which the Series A Holder would otherwise be entitled to acquire upon such Conversion, the Corporation shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board, or round up to the next whole share of Common Stock.

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(ii) The issuance of Conversion Shares on conversion of Series A Stock shall be made without charge to any Series A Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Series A Holders of such shares of Series A Stock and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person (as defined below) or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. For purposes hereof, “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

(iii) The Corporation covenants that during the period the Conversion right exists, the Corporation will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Conversion Shares upon the full conversion of the Series A Stock issued and outstanding.

Section 4. Vote.

(a) Other than as set forth in Section 8, and subject to the provisions of Section 4(b), each share of Series A Stock shall, on any matter submitted to the holders of the Common Stock, or any class thereof, for a vote, vote together with the Common Stock, or any class thereof, as applicable, as one class on such matter for as long as the share of Series A Stock is issued and outstanding and each share of Series A Stock shall have a number of votes on such matter equal to the number of Conversion Shares which would be issuable with respect to such Series A Stock as of the date of such vote, and, for purposes of this Section 4(a), in the event that the record date for holders of Common Stock entitled to vote thereon is prior to the Permitted Conversion Date, disregarding the fact that the Series A Stock is not convertible into Conversion Shares prior to the Permitted Conversion Date.

(b) In the event that the provisions of the Section 4(a) are not enforceable, or are not enforced, for any reason, then the provisions of this Section 4(b) shall be operative, and in the event that the provisions of the Section 4(a) are enforceable and are so enforced, then such Section 4(a) shall control and this Section 4(b), other than this sentence, shall be inoperative. In the event that this Section 4(b) is operative and is therefore applicable, other than as set forth in Section 8, each share of Series A Stock shall, on any matter submitted to the holders of the Common Stock, or any class thereof, for a vote, vote together with the Common Stock, or any class thereof, as applicable, as one class on such matter for as long as the share of Series A Stock is issued and outstanding and each share of Series A Stock shall have 400 votes on any such matter, and such voting power shall not be adjusted in the event that the Corporation, at any time on or after the date of the filing of this Certificate of Designations subdivides or combines (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) the outstanding shares of Common Stock into a lessor or greater number of shares.

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Section 5. Dividends and Distributions. The Series A Stock shall participate in any dividends, distributions or payments to the holders of the Common Stock on an as-converted to Conversion Shares basis (i.e., assuming such conversion but without such conversion being required in order for such participation to occur), and, for purposes of this Section 5, in the event that the record date for holders of Common Stock entitled to participate in such dividends, distributions or payments is prior to the Permitted Conversion Date, disregarding the fact that the Series A Stock is not convertible into Conversion Shares prior to the Permitted Conversion Date.

Section 6. Liquidation Preference. The Series A Stock shall not have any liquidation preferences but shall otherwise participate in any distributions to the holders of the Common Stock as set forth in Section 5.

Section 7. Redemption. Shares of Series A Stock may be redeemed by the Corporation only with the prior written consent of the Series A Holder holding the applicable shares of Series A Stock.

Section 8. Amendment. To the maximum extent permitted by applicable law, the Corporation may not, and shall not, amend or repeal this Certificate of Designations, or amend or repeal any provisions of the Articles or the Bylaws of the Corporation which would adversely affect the rights or obligations of the Series A Holders with respect to the Series A Stock, in each case without the prior written consent of Series A Holders holding a majority of the Series A Stock then issued and outstanding, in which vote each share of Series A Stock then issued and outstanding shall have one vote, voting separately as a single class, in person or by proxy, either in writing without a meeting or at an annual or a special meeting of such Series A Holders, and any such act or transaction entered into without such vote or consent shall be null and void ab initio, and of no force or effect.

Section 9. Miscellaneous.

(a) Legend. Any certificates representing the Series A Stock shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such stock certificates):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR 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 IS NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH HEREIN.

(b) Lost or Mutilated Series A Stock Certificate. If any certificate for the Series A Stock held by the Series A Holder thereof shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the share of Series A Stock so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Corporation.

(c) Interpretation. If the Corporation or any Series A Holder shall commence an action or proceeding to enforce any provisions of this Certificate of Designations, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

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(d) Waiver. Any waiver by the Corporation or the Series A Holder of a breach of any provision of this Certificate of Designations 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 Certificate of Designations. The failure of the Corporation or the Series A Holder to insist upon strict adherence to any term of this Certificate of Designations on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designations. Any waiver must be in writing.

(e) Severability. If any provision of this Certificate of Designations is invalid, illegal or unenforceable, the balance of this Certificate of Designations 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.

***

EXHIBIT A

C2E Energy, Inc.

CONVERSION NOTICE

Reference is made to the Articles of Amendment for Series A Convertible Preferred Stock of C2E Energy, Inc. (the “Corporation”) dated as of May 20, 2021, designating the rights and preferences of the Series A Convertible Preferred Stock of the Corporation (the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations, the undersigned hereby elects to convert the number of shares of Series A Convertible Preferred Stock, $0.0001 par value per share (the “Series A Stock”), of the Corporation indicated below into shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Corporation, as of the date specified below.

Date of Conversion:

Number of shares of Series A Stock to be converted:

Tax ID Number:

Conversion Ratio:

Number of shares of Common Stock to be issued:

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Please issue the shares of Common Stock into which the Preferred Shares are being converted in the following name and to the following address:

Issue to:

Address:

Telephone Number:

Facsimile Number:

Holder:

By:

Title:

Dated:

Account Number (if electronic book entry transfer):

Transaction Code Number (if electronic book entry transfer):

IN WITNESS WHEREOF, C2E Energy, Inc., a Florida corporation, has caused these Articles of Amendment to be signed by a duly authorized officer on this 20^th day of May, 2021.

C2E Energy, Inc.
/s/ David Lazar
Name:	David Lazar
Title:	Chief Executive Officer

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EX-10.1

Exhibit 10.1

DEBT EXCHANGE AGREEMENT

Dated as of May 24, 2021

This Debt Exchange Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) C2E Energy, Inc., a Florida corporation (the “Company”) and (ii) Custodian Ventures, LLC, a Wyoming limited liability company (the “Lender”). Each of the Company and Lender may be referred to herein collectively as the “Parties” and separately as a “Party.”

WHEREAS, Lender was named as Custodian of the Company pursuant to the Order on Motion for Appointment of Custodian entered on February 10, 2021 by the Circuit Court of the Fifteenth Judicial Circuit in and for Palm County, Florida (the “Court”);

WHEREAS, as Custodian for the Company the Lender has incurred expenses in the amount of $29,541.00 (the “Indebtedness”);

WHEREAS, pursuant to the Order Accepting Custodian’s Report, Discharging Custodian, Approving Reimbursement of Plaintiff’s Expenses and Dismissing Case, dated as of April 21, 2021, the Court authorized the Company to reimburse the Lender for the Indebtedness; and

WHEREAS, the Company has no funds available for such reimbursement, and in lieu thereof the Lender has agreed to accept certain shares of Series A Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Series A Stock”) as set forth herein;

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

Article I. DEFINITIONS

Section 1.01 Definitions. In addition to the other terms defined herein, he following terms, as used herein, shall have the following meanings

(a) “Authority” means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator, or any public, private or industry regulatory authority, whether international, national, Federal, state, or local.

(b) “Law” means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.

(c) “Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

(d) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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Section 1.02 Interpretive Provisions. 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, Recital, or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits 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 herein 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”; (xii) 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 (xiii) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

Article II. EXCHANGE AND FORGIVENESS

Section 2.01 Exchange and Forgiveness.

(a) Effective as of the Closing Date, the Indebtedness shall be, and hereby is, exchanged for 10,000,000 shares of Series A Stock (the “Shares”), and all amounts owed in connection with the Indebtedness are hereby forgiven and the Indebtedness shall be deemed paid in full.

(b) On the Closing Date, the Company shall record the Lender as the record and beneficial owner of the Shares in the books and records of the Company.

(c) Other than as set forth herein, no Party shall be entitled to any payments or other compensation in connection with the exchange and forgiveness of the Indebtedness.

(d) The exchange as set forth in this Section 2.01, subject to the other terms and conditions herein, is referred to herein as the “Exchange”.

Section 2.02 Additional Documents. At and following the Closing, the Parties shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the Parties and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.

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Section 2.03 Taxes. Lender will pay all income, gain, sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar taxes incurred as a result of the transactions contemplated by this Agreement with respect to Lender.

Article III. REPRESENTATIONS AND WARRANTIES OF THE LENDER

As an inducement to, and to obtain the reliance of the Company, Lender represents and warrants to the Company, as of the Closing Date, as follows:

Section 3.01 Existence and Power. Lender is a limited liability company duly organized, validly existing, and in good standing under the Laws of the state of Wyoming, and has the full power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted and to enter into this Agreement and fulfill its obligations herein.

Section 3.02 Due Authorization. The execution, delivery and performance of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the organizational documents of Lender. Lender has taken all actions required by Law, and its organizational documents or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the transactions herein contemplated

Section 3.03 Valid Obligation. This Agreement and all agreements and other documents executed by Lender in connection herewith constitute the valid and binding obligations of Lender, enforceable in accordance with its or their terms, except as may be limited by the Enforceability Exceptions

Section 3.04 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by Lender requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.

Section 3.05 Title to and Issuance of Indebtedness. Lender is the record and beneficial owner and holder of the Indebtedness free and clear of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing.

Section 3.06 Broker’s, Finder’s or Similar Fees. There are no brokerage commissions, finder’s fees or similar fees or commissions payable by Lender in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with Lender or any action taken by Lender.

Section 3.07 Investment Representations.

(a) Investment Purpose. Lender understands and agrees that the consummation of this Agreement including the delivery of the Shares to Lender in exchange for the forgiveness of the Indebtedness as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes and that the Shares are being acquired for Lender’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.

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(b) Investor Status. Lender is (i) an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”), and/or (ii) an exempt investor in accordance with the provisions of Regulation S promulgated under the Securities Act. Lender has been furnished with all documents and materials relating to the business, finances and operations of the Company and its subsidiaries and information that Lender requested and deemed material to making an informed decision regarding this Agreement and the underlying transactions.

(c) Reliance on Exemptions. Lender understands that the Shares are being offered and sold to the Lender 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 the Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Lender set forth herein in order to determine the availability of such exemptions and the eligibility of the Lender to acquire the Shares.

(d) Information. Lender and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by Lender or its advisors. Lender and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Lender understands that their investment in the Shares involves a significant degree of risk.

(e) Governmental Review. Lender understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares.

(f) Transfer or Resale. Lender understands that (i) the sale or re-sale of the Shares has not been and is not being registered under the Securities Act or any applicable state securities Laws, and the Shares may not be transferred unless (a) the Shares are sold pursuant to an effective registration statement under the Securities Act, (b) Lender shall have delivered to the Company, at the cost of Lender, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of Lender who agree to sell or otherwise transfer the Shares only in accordance with this Section 3.07 and who is an Accredited Investor, (d) the Shares are sold pursuant to Rule 144, or (e) the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), and Lender shall have delivered to the Company, at the cost of Lender, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Shares under the Securities Act or any state securities Laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

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(g) Legends. Lender understands that the Shares, until such time as the Shares have been registered under the Securities Act, or may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares may bear a standard Rule 144 legend and a stop-transfer order may be placed against transfer of the certificates for such Shares.

(h) Removal. The legend(s) referenced in Section 3.07(g) shall be removed and the Company shall issue a certificate without such legend to the holder of any Shares upon which it is stamped, if, unless otherwise required by applicable state securities Laws, (a) the Shares are registered for sale under an effective registration statement filed under the Securities Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Shares may be made without registration under the Securities Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. Lender agrees to sell all Shares, including those represented by a certificate(s) from which the legend has been removed, only in compliance with applicable prospectus delivery requirements, if any.

Article IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As an inducement to, and to obtain the reliance of the Lender, the Company represents and warrants to the Lender as of the Closing Date as follows:

Section 4.01 Organization. The Company is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Florida and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted.

Section 4.02 No Conflict; Due Authorization. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Articles of Incorporation and Bylaws of the Company as in effect on the Closing Date (the “Company Organizational Documents”). The Company has taken all action required by Law, the Company Organizational Documents, or otherwise to authorize the execution and delivery of this Agreement, and the Company has full power, authority, and legal right and has taken all action required by Law, the Company Organizational Documents or otherwise to consummate the transactions herein contemplated.

Section 4.03 Valid Obligation. This Agreement and all agreements and other documents executed by the Company in connection herewith constitute the valid and binding obligation of the Company, enforceable in accordance with its or their terms, except as may be limited by the Enforceability Exceptions.

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Section 4.04 Governmental Authorization. Neither the execution and delivery nor performance of this Agreement by any the Company Party requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.

Section 4.05 Approval of Agreement. The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the transactions contemplated hereby.

Article V. MISCELLANEOUS

Section 5.01 Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by, enforced, and construed under and in accordance with the Laws of the State of Florida, without giving effect to the principles of conflicts of law thereunder.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE CONTEMPLATED TRANSACTIONS MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF NEW YORK, IN EACH CASE LOCATED IN NEW YORK CITY, NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. 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 ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE CONTEMPLATED TRANSACTIONS. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 5.01(c).

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Section 5.02 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 with return receipt requested, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

If to the Company:

C2E Energy, Inc.

Attn: David Lazar

1185 Avenue of the Americas, 3rd Floor

New York, New York 10036

E-mail: david@activistinvestingllc.com

If to Lender, to:

Custodian Ventures, LLC

Attn: David Lazar

1185 Avenue of the Americas, 3rd Floor

New York, New York 10036

E-mail: david@activistinvestingllc.com

(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 5.03 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 attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 5.04 Third Party Beneficiaries. This contract is strictly between the Company and the Lender and, except as specifically provided, no other Person and no director, officer, stockholder, employee, agent, independent contractor or any other Person shall be deemed to be a third-party beneficiary of this Agreement.

Section 5.05 Expenses. Other than as specifically set forth herein, each of the Company and the Lender will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other transactions contemplated hereby.

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Section 5.06 Entire Agreement. This Agreement represents the entire agreement between the Parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.

Section 5.07 Survival; Termination. The representations, warranties, and covenants of the respective Parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years.

Section 5.08 Amendment; Waiver; Remedies.

(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 the Company and the Lender.

(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 the other 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 5.09 Arm’s Length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated at arm’s-length by parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the Parties, and no such relationship otherwise exists. No presumption in favor of or against any Party in the construction or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.

Section 5.10 Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the Parties.

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Section 5.11 No Assignment or Delegation. No Party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of the other Party and any purported assignment or delegation without such consent shall be void, in addition to constituting a material breach of this Agreement. This Agreement shall be binding on the permitted successors and assigns of the Parties.

Section 5.12 Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, each Party shall use their respective commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable, and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.

Section 5.13 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (a) the other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 5.14 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. The execution and delivery of a facsimile or other electronic transmission of a signature to this Agreement shall constitute delivery of an executed original and shall be binding upon the person whose signature appears on the transmitted copy.

[Signatures Appear on Following Page]

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

C2E Energy, Inc.
By:	/s/ David Lazar
Name:	David Lazar
Title:	Chief Executive Officer
Custodian Ventures, LLC
By:	/s/ David Lazar
Name:	David Lazar
Title:	CEO

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