Exhibit 10.01

CHANGE OF CONTROL AGREEMENT

THIS CHANGE OF CONTROL AGREEMENT (this Agreement) made and entered to on the date last written below, by and between Hallmark Venture Group, Inc. (the “Company” or “HLLK”) and John D. Murphy, Jr. and JMJ Associates, LLC (collectively, “Murphy”), Paul Strickland, Selkirk Global Holdings, LLC, and Beartooth Asset Holdings, LLC, (collectively, “Strickland”) Aurum International Ltd. and Steven Arenal (Collectively, “AURUM”) and concerns the change of control of the Company from Murphy and Strickland to AURUM, and each shall be referred to individually as a Party and collectively the Parties.

WITNESSETH:

WHEREAS, Murphy and Strickland jointly control the Company through the holding of securities as outlined in Schedule “A” (the Murphy and Strickland securities, respectively) and;

WHEREAS, Murphy and Strickland (collectively, “Transferees”) desire to transfer control of the Company to AURUM, and;

WHEREAS, Transferees are creditors of the Company through the holding of certain debt obligations and;

WHEREAS, AURUM desires to take control of the Company in exchange for the consideration as outlined in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

RECITALS.

The above recitals are true and correct and are incorporated by reference herein.

DESCRIPTION OF TRANSACTION/CONSIDERATION.

Asset Exchange For Stock and other promises. Upon the terms and subject to the conditions set forth in this Agreement, on the “Transfer Date” as defined herein, all of the outstanding equity securities held by Transferees shall be delivered to the Escrow Agent and be subject to the provisions of the Escrow Agreement by and between the Parties to this Agreement (see Attachment A).

Closing. Subject to the conditions set forth herein, the Closing of this transaction shall occur when; a) Preferred shares held by Transferees are transferred to AURUM (see Schedule “A”), b) restricted common shares held by Strickland are transferred to AURUM (see Schedule “A”), c) the Cash Consideration is delivered to Murphy, occurring no later than 6 weeks from the date of this Agreement, unless mutually extended by written consent of the Parties, and d) Transferees are issued the Stock Consideration as defined herein.

Issuance of Stock Consideration. Subject to any adjustments provided for herein, the aggregate consideration to be delivered, or caused to be delivered, by AURUM to Transferees, in full consideration for the transfer of control of the Company (the “Stock Consideration”) shall be 10% of HLLK common stock (the “Adjusted Common Stock Percentage”) after such time that AURUM restructures the Company through one or more of the following, to include, but not be limited to: merger, acquisition, reverse stock split, or other such transaction, and include an anti dilution agreement (the “Anti Dilution Agreement”) (Attachment B) to run concurrent with issuance date of the Stock Consideration.

Cash Consideration. Murphy shall receive Seventy Thousand Dollars ($70,000.00) in cash as partial consideration for the transfer of control of the Company, and as partial repayment of debts owed to Murphy by the Company (the “Cash Consideration”).

Cancellation of Debt. In exchange for the Stock Consideration and Cash Consideration, as defined herein, Transferees agree to cancel the debt obligations owed to them by the Company as outlined in Schedule “B” attached, and Debt Cancellation Agreement in Attachment C.

Issuance of Note to Aurum. In exchange for paying Murphy the Cash Consideration as partial repayment of debts owed to Murphy by the Company, Aurum shall be issued a $77,000.00 10% convertible promissory note (the “Aurum Note”) Attachment D herein.

Transfer Date. The Transfer Date shall be the date of Closing.

APPROVAL BY BOARD OF DIRECTORS AND SHAREHOLDERS OF THE COMPANY.

Transferees represent and warrant that this Agreement has been unanimously approved and adopted by the Board of Directors of the Company at a meeting called for the purpose of acting upon the approval and to adopt the provision of this Agreement and the schedules and attachments herein that require such meeting to be held, including, but not limited to; a) approve the resignations of Murphy and Strickland as directors and officers of the Company, b) nominate and appoint Steven Arenal as Sole Director and Officer, c) approve all the other agreements subject to this Agreement, d) seek shareholder approval for the foregoing board actions.

REPRESENTATIONS AND WARRANTIES OF TRANSFEREES AND SHAREHOLDERS.

Transferees, for the purpose of inducing AURUM to enter into and consummate this Agreement, represents and warrants to AURUM as follows:

Organization and Standing of Transferees. Transferees, as applicable, is and will be on the Closing Date a limited liability corporation duly organized, validly existing and in good standing under its respective jurisdictions. Further, Transferees has full power to own its assets and properties and to conduct its business under the laws of its respective jurisdictions, except as set forth herein. Transferees is not licensed or qualified as a foreign corporation in any jurisdiction and neither the nature of its properties nor the conduct of its business requires it to be so qualified. Transferees hereby warrants that should any of the proceeding be defective, the Parties desire that this Agreement shall serve as written authorization to cure all defects and effect the desired transfer.

Power and Authority. Transferee has the power and authority to execute, deliver and perform this Agreement and to execute, deliver and perform the change of control of the Company.

Authorization. The execution and delivery by Transferees of this Agreement and the execution and delivery of it on the Closing Date of the change of control of the Company and the performance by Transferees of its obligations hereunder and thereunder have been or will be prior to closing, duly and validly authorized by all requisite action of Transferees.

Binding Agreement. This Agreement has been duly executed and delivered by Transferees. This Agreement is, and when executed and delivered by it on the Closing Date, the change of control of the Company, will be the legal, valid and binding obligations of Transferees enforceable against it in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally and to general principles of equity.

Consent. No license, consent or approval of any person is required in order to operate any assets herein, or is required for Transferees’s execution and delivery of this Agreement, or, that change of control of the Company or for the consummation by Transferees of the transactions contemplated hereby or thereby, except where the failure to obtain such consent would not have a Material Adverse Effect.

Business Regulatory Bodies. Except as disclosed herein, attached hereto and incorporated by reference herein, there are no disputes, claims, proceedings, arbitrations or investigations, by any Business Regulatory Bodies which regulate or accredit Transferees’ business or whose accreditation of Transferees materially affects Transferees’ business, pending or to the knowledge of Transferees, threatened or contemplated against or affecting Transferees’s business or Assets. Except as disclosed in this Agreement. Transferees are not aware of any state of facts or occurrence of any event that might reasonably form the basis of any such dispute, claim, action, proceeding, arbitration, or investigation which might materially adversely effect AURUM’s business, assets, properties or prospects or the consummation of the transaction contemplated by this Agreement.

Legal Proceedings. Transferees warrants that there are no disputes, claims, actions, suits or proceedings, arbitrations or investigations, either administrative or judicial, pending or, to the knowledge of the Transferees, threatened or contemplated against or affecting Transferees’s business or assets that would have a material adverse effect, at law or in equity otherwise before or by any court of government agency or body, domestic or foreign, or before an arbitrator of any kind. Except as disclosed in this Agreement, Transferees are not aware of any state of facts or occurrence of any event that might reasonably form the basis of any dispute, claim, action, suit or proceeding, arbitration or investigation against Transferees which might have a materially adverse effect on the operations, assets, properties or prospects of Transferees’s business of the consummations of the transaction contemplated by this Agreement.

Title to Property. Transferees warrants that it has good and marketable title to its property and assets, be they tangible and intangible personal property and good and marketable title of record to its real property, all of which are reflected in the Financial Reports or acquired since the date thereof and have not been disposed of in the ordinary course of its business, free and clear of any Encumbrances whatsoever, save and except for the same as described herein, which property and assets will be free and clear of all encumbrances on the Closing Date.

Schedule of Assets, Properties, Leases and Contracts. (Please see the schedules and attachments included herein).

Absence of Certain Events. Transferees has not: Sold, assigned, or transferred any of its assets or properties, except in the ordinary course of business consistent with past practice; Suffered any damage, destruction or loss, whether or not covered by insurance or suffered any repeated, recurring or prolonged shortage, cessation or interruption in the delivery of supplies, products, or utility service required to conduct their businesses or suffered any change in its financial condition or in the nature of its business or operations which had or might have an adverse affect on the operations, assets, properties or prospects of their businesses; Increased the salaries or other compensation of, or made any advances (excluding advances for ordinary or necessary business expenses) or loaned to, any or its shareholders, directors, officers or employees, or made any increase in, or any additions to, other benefits to which any of its shareholders, directors, officers or employees may be entitled other than salary increases to non-management level employees made in the ordinary course of business. Changed any of the accounting principles followed by them or the methods of applying such principles; Entered into any transactions other than in the ordinary course of business consistent with past practice;

Documentation. Neither Transferees nor its shareholders, directors, officers, or employees have made duplicate copies or removed any of the files or other records, active or inactive, relating to Transferees’ business or assets except copies of records (i) required or necessitated by law to be maintained or which will be used solely for the purposes of or as evidence of compliance with governmental laws or regulations; or, (ii) which are integral or useful to the record keeping and operations of them.

No Other Contracts to Sell. Transferees have entered into no contract to sell, mortgage, or otherwise convey or encumber the assets or any part thereof.

Nonencumbrance. Transferees has not as of the date of this Agreement and shall not hereafter transfer or further encumber the assets through the Closing Date, including the granting of any deeds, contracts encumbrances, easements or other right in the assets; no structures shall have been placed by Transferees on the real property portion of the assets from and after the date hereof through closing; and the title to the assets shall remain unchanged from and after the date hereof through the date and time of closing; excepting the transfer of title to assets in Transferees’s ordinary course of business.

AURUM’S REPRESENTATIONS AND WARRANTIES.

AURUM for the purpose of inducing Transferees to enter into and consummate this Agreement, hereby represents and warrants to Transferees, as follows:

Power and Authority. AURUM has the ability and authority to execute, deliver and perform under the provisions of this Agreement, the change of control of the Company and to deliver the consideration required at Closing.

Consents. No license, consent or approval of any person is required in connection with the execution and delivery by AURUM of this Agreement or the change of control of the Company for the consummation by AURUM of the transactions contemplated hereby or thereby.

Litigation. There is no pending, or, to the knowledge of AURUM, threatened suit, action or litigation, or administrative, arbitration, or other proceeding or governmental inquiry or investigation questioning the validity of this Agreement or the transactions contemplated hereby.

Disclosure. No representation or warranty by AURUM contained in this Agreement and nor any information in any statement, certificate, exhibit, schedule or other document furnished or to be furnished to Transferees and Shareholder pursuant hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omissions or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

INFORMATION AND RECORDS CONCERNING TRANSFEREES’ BUSINESS.

Access to Information and Records before Closing Date. AURUM and its authorized representatives, prior to the Closing Date, may make, or cause to be made, such reasonable investigation and physical inspections of the assets of the Transferees’ business and its financial and legal condition as it deems necessary and advisable. Transferees shall permit AURUM and their authorized representatives (including legal counsel and independent accountants) upon reasonable notice, to have full access to the assets and relevant books and records of its business at reasonable business hours and it shall furnish AURUM with such financial and operating data and other information and copies of documents with respect to the products, services, operations and properties of its business at AURUM shall from time to time reasonable request.

Confidentiality of Transferees’ Financial Information. In the event of the termination of this Agreement prior to the Closing Date, AURUM will deliver to Transferees all documents, work papers and other materials obtained from Transferees relating to it or the transaction contemplated hereby, whether obtained before or after the execution hereof, and AURUM will use its best efforts to keep confidential all such information, except that such restrictions shall not apply to any information (i) which is in or comes into the public domain other than through Transferees, (ii) which was in the possession of AURUM before the commencement of negotiations contemplated hereby, (iii) which at any time lawfully comes into the possession of AURUM from third parties who have a right to disclose such information otherwise that in connection with this Agreement.

OBLIGATIONS OF THE PARTIES PENDING CLOSING DATE

Conduct of Transferees’ Business Pending Closing Date. Between the date of the Agreement and the Closing Date, Transferees will conduct its business solely in the ordinary course of business consistent with past practices, maintain its inventory and supplies at normal levels by replenishing them as they are consumed, maintain its existence as a corporation, and agree to take no action outside the purview of conducting the day to day business in its ordinary course. By way of example and not limitation, Transferees shall not, without AURUM’s prior written consent, do any of the following relating to their businesses: (I) waive of commit to waive any right of substantial value; (ii) sell, lease, transfer, dispose of or encumber of commit to sell, lease, transfer, dispose of or encumber any of its business and assets; (iii) take any actions that impair the existing relationships between it and its employees and other persons and entitles having business relationships with them; (iv) take any action in the conduct of its business which would be contrary to, or in breach of, any term or representation or warranty contained in this Agreement; (v) declare or pay any dividend, or repurchase or redeem any of its equity securities or establish a sinking fund or other reserve for such purpose; (vi) issue, sell, or grant equity or debt securities including common or preferred stock, notes, debentures, bonds, options, warrants or rights; (vii) acquire an interest in any other business enterprise; (viii) amend or permit the adoption of any amendments to Transfereess Articles of Incorporation or ByLaws of effect or permit Transferees to become a party to any acquisition transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (ix) form a subsidiary or acquire any equity interest in any other person; (x) other then in the ordinary course of business consistent with part practice acquire, lease or license any right or other asset to any Person or sell or otherwise dispose of, or lease or license, any right or other asset to any person; (xi) lend money to any person, or incur or guarantee any indebtedness, except that Transferees may make routine borrowings in the ordinary course of business under its respective existing line of credit; (xii) establish, adopt or amend any fringe benefit or retirement plan, pay any bonus or make any profit-sharing or similar payment to, or increase the amount of wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers, employees, or hire any new employee whose aggregate annual compensations is expected to exceed $15,000.00; (xiii) change any of its methods of accounting or accounting practices in any respect; (xiv) commence or settle, whether or not commenced by Transferees, any legal proceeding; (xv) enter into any material transaction or take any other material outside the ordinary course of business or inconsistent with its past practices; (xvi) agree or commit to take any of the actions described in this paragraph, (xvii) incur any indebtedness for borrowed monies; or, (xviii) make any capital expenditures.

Affirmative Covenants. Between the date hereof and the closing date, Transferees will: Maintain the assets in the same repair, order and condition as they were at the time of execution of this agreement, ordinary wear and tear excepted; Maintain if full force and effect all tangible personal and real property; Maintain in full force and effect the insurance policies and binders and bonds currently in effect relating to their real and tangible properties, businesses and assets.

Use its best efforts to preserve intact its present business, assets, real and tangible properties, keep available the services of its present employees and agents (but this shall not require them to make any salary increases between the date hereof and the Closing Date), and maintain its relations and goodwill with its suppliers, customers, distributors, and any others having business relations with them; Maintain all the books and records in accordance with its past practices; Comply with all provisions of the contracts and agreements relating to or effecting its business and assets and comply with the provisions of all laws, rules and regulations applicable thereto;

No Negotiation. Prior to the Closing Date, Transferees shall not not directly or indirectly: Solicit or encourage the initiation of any inquiry, proposal or offer from a Person (other than AURUM) relating to a possible Acquisition Transaction; Participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to any person (other than AURUM) relating to or in connection with a possible Acquisition Transaction; or, Consider, entertain or accept any proposal or offer from any person (other than AURUM) relating to a possible Acquisition Transaction. Transferees shall promptly notify AURUM in writing of any inquiry, proposal or offer relating to a possible Acquisition Transaction that is received by Transferees prior to the Closing Date.

Contingencies/Guarantees. Transferees warrants that it will execute strict non-compete and non- disclosure agreements in favor of AURUM and Transferees on or about the date of closing. Transferees warrants that it maintains all proper documentation evidencing its right title and ownership to the assets listed in Exhibit A.

CONDITIONS PRECEDENT TO TRANSFEREES AND TRANSFEREES’ OBLIGATIONS

Representations and Warranties. The representation and warranties of Transferees contained in this Agreement or on any exhibit, schedule, list, certificate or document or in the documents delivered pursuant to the provisions hereof shall be true in all material respects at and as of the Closing Date as though such representations and warranties were made at an as of such time, except to the extent affected by the transactions contemplated hereby.

Performance of Covenants. Transferees shall have performed or complied in all material respects with each of their agreements and covenants required by this Agreement to be performed or complied with by then prior to or after the Closing Date.

Transfer of Shares. On the Transfer Date Transferee shall instruct the Company’s Transfer Agent and cause to transfer the securities as outlined in Schedule “A” attached. Transferee hereby warrants that its Transfer Agent is properly licensed by FINRA and the SEC.

Legal Matters. No suit, action, investigation, or legal or administrative proceeding shall have been brought or shall have been threatened by any person, (other than AURUM or an affiliate thereof), which questions the validity or the legality of the transactions contemplated hereby or seeks to prohibit or limit the exercise by AURUM of any material right pertaining to the ownership of Transferees’s assets after the Closing.

No Material Adverse Change. Transferees’s Business and Assets and the operations or prospects thereof shall not be materially adversely affected in any way by an Business Regulatory Body’s actions or as a result of disaster, accident, labor, dispute, claim, stoppage, cessation or interruption in the music manufacturing and distribution service business, or utility services, flood, fire or other casualty, drought, embargo, civil disturbance, uprising, activity of armed forces or act of God or pubic enemy.

CONDITIONS PRECEDENT TO AURUM’S OBLIGATIONS

Unless waived by Transferees, AURUM’s obligation to consummate the transactions contemplated by this Agreement is subject to the fulfillment prior to or at the Closing Date, of each of the following conditions:

Performance of Covenants. AURUM has performed or complied in all material respects with each of its agreement and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing Date.

Cash Consideration. The Cash Consideration to be paid to Murphy at Closing shall be delivered to Murphy in standard electronic form by AURUM.

No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of this Agreement by AURUM shall have been issued by any court of competent jurisdiction and remain in effect, and there shall not be any legal requirement enacted or deemed applicable to this Agreement that makes consummation of this Agreement by Transferees and Transferees illegal.

CONDITIONS SUBSEQUENT

Transferees acknowledges that AURUM is exchanging Transferees’s selected assets, properties and liabilities as defined herein only. Accordingly, AURUM is entitled to enjoy the following Covenants of Non-Disclosure and Restrictions on Competition by Transferees:

NON-DISCLOSURE:

Transferees has acquired and developed certain trade secrets, methods of operations and proprietary information during the course of its operation of the Company. In consideration of this Agreement, AURUM shall not divulge, sell, lend, gift, lease reveal, relay, transfer, convey, nor hypothecate any of these proprietary secrets or methods to any party whatsoever, related or unrelated to the Company, for any reason whatsoever. AURUM acknowledges that so disclose said information to any party would negatively impact Transferees business. This non-disclosure shall remain in effect for (3) three years from the date of execution of this Agreement. Transferees further acknowledges and agrees that during the period of transition, assistance and consultation as defined herein, Transferees will acquire certain additional proprietary information, methods and trade secrets from Transferee’s interaction with AURUM and their businesses. Similarly, the non-disclosure restrictions and covenants contained in this section shall apply and restrict Transferees from any disclosure of any such information acquired from AURUM for the identical (3) three-year period.

NON-COMPETE/ RESTRICTION ON TRADE

Transferees agree that it owes a reasonable duty to not interfere with AURUM’s success of the on-going concern. The removal of competition from Transferees shall be considered reasonable assistance on the part of Transferees. Specifically, Transferees agrees to not; compete against AURUM, nor engage in, operate, purchase or assist with the operation, production, marketing or sales of any business, company, proprietorship, partnership, personal entity or association whatsoever, that engages AURUM’s business for a period of (3) three years from the date of execution of this Agreement. Transferees agrees that breach of this restriction on trade will immediately cause AURUM direct financial harm and damages and therefore, AURUM shall be entitled to immediate injunctive relief to cease any activities in conflict or competition with Transferees, prior and in addition to monetary damages.

INDEMNIFICATION.

Each Party hereto shall indemnify and hold harmless (such party is hereinafter referred to the “Indemnifying Party”), each other party against any and all losses, costs, expenses, claims, damages or other liabilities, including the amount of any settlement approved by such Indemnifying Party, expenses of enforcing this Agreement, which such other party (the “Indemnified Party”) may suffer, incur or become subject to, and to reimburse the Indemnified Party for any legal, audit or other expenses incurred by it in connection with investigating any claims and defending any actions,, in so far as such losses, costs, expenses, claims, damages, liabilities or actions arise out of or are based upon (i) false, misleading or untrue representations or a breach of any warranty made by the Indemnifying Party herein, or in any exhibit, schedule, written statement, list, certificate, or other instrument attached to this Agreement or delivered to the indemnified party pursuant hereto; or (ii) any breach or default in any performance by the Indemnifying Party of any of its covenants or agreements with the Indemnified Party; or, (iii) in cases where Transferees is the Indemnified Party and Shareholders are the Indemnifying Party, any liability or obligation of them which is not assumed by AURUM at the Closing Date pursuant to the provisions of this Agreement.

An Indemnified Party seeking indemnification hereunder shall promptly notify the Indemnifying Party of the assertion of any claim or the discovery of any facts upon which the Indemnified Party intends to base a claim for indemnification hereunder. With respect to any claim made by a third party against which an Indemnifying Party is seeking indemnification hereunder, the Indemnifying Party shall have the right, at its own expense, to participate in or assume control of the defense of such claim, and the Indemnified Party shall fully cooperate with the Indemnifying Party subject to reimbursement for actual out of pocket expenses incurred as a result of such request by the Indemnifying Party. If the Indemnifying Party either does not elect to assume control or otherwise participate in the defense of any third party claim, the Indemnifying Party shall be bound by the results.

TERMINATION.

This Agreement may be terminated at any time prior to Closing Date by: a) AURUM should Transferees fail to produce evidence of the transfer of Schedule “A” assets to AURUM; b) Transferees, if the Cash Consideration and the Stock Considerations set forth herein have not been satisfied by the Closing Date.

MISCELLANEOUS.

Survival of Representations and Warranties. All representations, warranties, covenants, indemnifications and agreements made by any Party in this Agreement, or in any Exhibit, schedule, certificate, the Documents, document or list delivered by any such Party pursuant hereto shall survive the Closing Date. Notwithstanding any investigation conducted before, on, or after the Closing Date, or the decision of any Party to complete the transactions contemplated by this Agreement, each party hereto shall be entitled to rely upon the representations and warranties of the other Party or Parties.

Best Efforts. The Parties shall use their respective best efforts with respect to matters within their control to cause the transactions contemplated by this Agreement to be consummated.

Further Assurances. Each party hereto shall execute and cause to be delivered to each other party hereto such instruments and other documents, and shall take such other actions, as such other party may reasonably request (prior to, at or after the Closing) for the purposes of carrying out or evidencing any of the transactions contemplated by this Agreement.

Costs and Expenses. Except as expressly otherwise provided in this Agreement, each party hereto shall bear its own costs and expenses in connection with this Agreement and the transaction contemplated hereby.

Performance. Should any party default in the performance of the terms and conditions of this Agreement or any other agreement referred to herein which results in the filing of a lawsuit for damages, specific performance or other remedy, the substantially prevailing party in such lawsuit shall be entitled to recover his, her or its reasonable attorney’s fees and court costs from the losing party or parties, including the same on appeal.

Benefit and Assignment. This Agreement shall be binding upon: Transferees and successors and assigns (if any); the Transferees and their respective personal representatives, executors, administrators, estate, heirs, successors and assigns (if any); and AURUM and its successors and assigns. This Agreement shall inure to the benefit of: Transferees, the Transferees, AURUM and the respective heirs, personal representatives, successors and assigns (if any) of the foregoing.

Effect and Construction of this Agreement. This Agreement and the exhibits and schedules hereto embody the entire Agreement and understanding between the parties and supersedes any and all prior agreements, arrangements, and understandings relating to matters provided for herein, The captions are for convenience only and will not control or affect the meaning or construction of the provisions of the Agreement. This Agreement may be executed in one or more counterparts and all such counterparts shall constitute one and the same instrument. The singular shall include the plural, the plural shall include the singular and one gender shall include all genders. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction of interpretation of this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation”. Except as otherwise indicated, all referenced in this Agreement to “Sections”, “Paragraphs”, Subparagraphs, “Exhibits”, and “Schedules” are intended to refer to Sections, Paragraphs, Subparagraphs, Exhibits and Schedules to this Agreement. All Schedules and Exhibits are integral parts of this Agreement and are incorporated into this Agreement by reference. Bold Faced headings in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

Notices. All notices required of permitted hereunder shall be in writing and shall be deemed to be properly given when (i) personally delivered to the party entitled to receive the notice, or (ii) when sent by certified or registered mail, postage prepaid and properly addressed to the party entitled to receive such notice, or (iii) when delivered (and receipted for) by an overnight delivery service, or (iv) when first sent by facsimile transmission, e-mail, or other means of instantaneous communication, provided such communication is promptly confirmed by personal delivery, mail or an overnight delivery service as provided for herein, addressed in each case as follows:

If to AURUM:

Aurum International LTD

1633 East Fourth Street Suite 148

Santa Ana CA 92701

If to Murphy:

5112 West Taft Road, Suite M,

Liverpool, NY 13088

If to Strickland:

120 State Ave NE, Suite 1014,

Olympia, WA 98501

If to Company:

Amendments, Waiver, Discharge, Etc. This Agreement may not be released, discharged, abandoned, changed or modified in any manner, except by an instrument in writing signed on behalf of each of the Parties hereto by their duly authorized officers or representatives. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, not in any way to affect the validity of this Agreement or any part thereof of the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to that state’s conflict of laws provision. Venue shall be Onondaga County, New York, only.

Time of the Essence. Time is of the essence of this Agreement.

Severability. In the event that provision of this Agreement, or the application of any such provision to any person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

Effect of Transaction. The parties acknowledge that this Agreement pertains to a sale transaction and nothing herein shall be construed to create any partnership, joint venture, agency or any other type of relationship whatsoever.

[Signature Page to Change of Control Agreement]

IN WITNESS WHEREFORE, each of the parties hereto have duly executed this Agreement as of the day and year below written.

SCHEDULE “A”

Securities Held to be Transferred Pursuant to this Agreement

● 75,000 Series A preferred shares held by JMJ Associates, LLC (controlled by John D. Murphy, Jr.), to be transferred to Aurum International Ltd.. (controlled by Steven Arenal)

● 25,000 Series A preferred shares held by Beartooth Asset Holdings, LLC (controlled by Paul Strickland) to be transferred to Aurum International Ltd. (controlled by Steven Arenal)

● 98,259,679 restricted common shares held by Beartooth Asset Holdings, LLC (controlled by Paul Strickland) to be transferred to Aurum International Ltd. (controlled by Steven Arenal)

SCHEDULE “B”

Debts to Be Canceled:

Attachment A

Escrow Agreement

Attachment B

Anti Dilution Agreement

Attachment C

Debt Cancellation Agreements

Attachment D

Aurum Note

Exhibit 10.02

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL SUM REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL SUM AND ACCRUED INTEREST SET FORTH BELOW.

10% CONVERTIBLE PROMISSORY NOTE

OF

Hallmark Venture Group, Inc.

Issuance Date: January 11, 2024

Total Face Value of Note: $77,000.00

Initial Consideration: $70,000.00

Initial Original Issue Discount: $7,000.00 (10%)

Initial Principal Amount: $77,000.00

Maturity Date: January 10, 2025

This Convertible Promissory Note is issued by Hallmark Venture Group, Inc., a corporation duly organized and existing under the laws of the State of Florida, designated as the Company’s 10% Convertible Promissory Note in the principal amount of $77,000.00. This Note will become effective upon its execution by authorized agents of the Company and the Holder and delivery of the Initial Consideration by the Holder to the Company.

Section 1. Definitions. The following terms shall have the meanings ascribed to them below:

Section 2. Payment Obligation.

For Value Received, the Company hereby promises to pay to the order of the Holder, the Principal Amount, Interest and all other interest, fees, liquidated damages and/or items due to Holder under this Note on the Maturity Date.

Section 3. Consideration.

Section 5. Conversion.

Section 6. Defaults and Remedies.

Section 7. Representations and Warranties of Holder. Holder hereby represents and warrants to the Company that:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

Section 8. General.

[Signature Page to Follow.]

IN WITNESS WHEREOF, the Company has caused this 10% Convertible Promissory Note to be duly executed on the day and in the year first above written.

This 10% Convertible Promissory Note of January 11, 2024, is accepted as of the date first written above by

Aurum International Ltd.

EXHIBIT A

FORM OF CONVERSION NOTICE

To be executed by the Holder in order to convert all or part of that certain 10% Convertible Promissory Note identified as the Note¹

The undersigned on behalf of the Holder, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount indicated below of this Note into shares of Common Stock as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the Holder will not beneficially own more than 9.99% of the total outstanding shares of the Company.

¹ All capitalized terms not herein defined shall have the meaning ascribed to them in the Note.

EXHIBIT B

WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF

Hallmark Venture Group, Inc.

The undersigned, being directors of Hallmark Venture Group, Inc., a Florida corporation (the “Company”), acting pursuant to the Bylaws of the Corporation, do hereby consent to, approve and adopt the following preamble and resolutions:

Convertible Note with Aurum International Ltd.

The board of directors of the Company has reviewed and authorized the following documents relating to the issuance of the 10% Convertible Promissory Note to Aurum International Ltd.

The documents agreed to and dated January 11, 2024 are as follows:

10% Convertible Promissory Note of the Company

Notarized Certificate of Corporate Secretary

Company Capitalization Table

Schedule 1 – Use of Proceeds

The board of directors further agree to authorize and approve the issuance of shares to the Holder at Conversion prices that are below the Company’s then current par value.

IN WITNESS WHEREOF, the undersign member(s) of the board of the Company executed this unanimous written consent as of January 11, 2024.

EXHIBIT C

NOTARIZED CERTIFICATE OF CORPORATE SECRETARY OF

Hallmark Venture Group, Inc.

(Two Pages)

The undersigned, _______________ am the duly appointed Corporate Secretary of Hallmark Venture Group, Inc., a Florida corporation (the “Company”).

I hereby warrant and represent that I have undertaken a complete and thorough review of the Company’s corporate and financial books and records, including, but not limited to, the Company’s records relating to the following:

___ The Company represents that it is not a “shell company,” as that term is defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended, and has never been a shell company, as so defined; or

___ The Company represents that (i) it was a “shell company,” as that term is defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended, (ii) since ______, 20__, it has no longer been a shell company, as so defined, and (iii) on March 18, 2023, it provided Form 10-type information in a filing with the Securities and Exchange Commission.

I hereby affix my signature to this Notarized Certificate and hereby confirm the accuracy of the statements made herein.

SUBSCRIBED AND SWORN TO BEFORE ME ON THIS ________ DAY OF ____________________ 2024.

EXHIBIT D

COMPANY CAPITALIZATION TABLE AS OF March 31, 2023

COMMON STOCK AND COMMON STOCK EQUIVALENTS

ISSUED, OUTSTANDING AND RESERVED

* This number includes all shares reserved for Convertible Debt

Note: If not applicable, enter “n/a” or “zero” in Column 2.

SCHEDULE 1

USE OF PROCEEDS

Pursuant to that certain 10% Convertible Promissory Note, the Company covenants that it has, as of the Effective Date of the Note, used the proceeds of the Note in the manner set forth below:

Hallmark Venture Group, Inc.

Exhibit 10.03

ANTI-DILUTION AGREEMENT

THIS ANTI-DILUTION AGREEMENT (the “Agreement”) is dated as of January 11,2024 and is by and among HALLMARK VENTURE GROUP, Inc., a Florida corporation (the “Company” or “HLLK”) and _________, a __________ (“HOLDER”), and Aurum International Ltd. (“AIL”), each a Party and collectively the Parties.

WHEREAS, Pursuant to the terms and conditions of that certain Change of Control Agreement (Exhibit A herein) by and between the Company, HOLDER, and AIL, AIL intends to take control of HLLK and restructure the Company;

WHEREAS, as a result of AIL’s intended restructuring, the capitalization structure of the Company will be materially changed, and AIL shall then cause to issue to HOLDER 5% of the issued and outstanding common shares of the Company after the restructuring is completed (the “Stock Consideration” as defined by the Change of Control Agreement);

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

SECTION 1. Additional Issuances.

(a) At any time after the date date of this Agreement, and running for a period of 18 months (“Term”), if the Company shall issue or propose to issue any additional shares of the Company’s common stock, par value, $0.001 per share (“Common Stock”), or warrants, options (excluding any options granted to employees of the Company in accordance with any employee plans, now or hereinafter in effect) or other rights or instruments of any kind convertible into or exercisable or exchangeable for shares of Common Stock (the “Additional Securities”), HOLDER shall be issued that number of Additional Securities necessary to maintain a Fully-Diluted Ownership Percentage (as defined herein below) in the Company equal to the lesser of: (i) 5% Fully-Diluted Ownership Percentage of the Company (as defined below), and (ii) of 5% of the Company’s issued and outstanding Common Stock. Any issuance of Additional Securities made to HOLDER under this Section 1 shall be made by notice in writing (the “Issuance Notice”) at least 20 Business Days prior to the issuance of such Additional Securities. The Issuance Notice shall set forth (i) the number of Additional Securities proposed to be issued to any Person other than HOLDER and the terms of such Additional Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such Additional Securities are proposed to be issued and the terms of payment, (iii) the number of Additional Securities to be issued to HOLDER in compliance with the provisions of this Section 1 and (iv) the proposed date of issuance of such Additional Securities. Not later than 5 Business Days after delivery of a Issuance Notice in accordance with the notice provisions hereof, HOLDER shall deliver a notification to the Company in writing whether it elects to accept all or any portion of the Additional Securities to be issued to HOLDER, pursuant to the Issuance Notice; provided however, that the failure of HOLDER to respond in writing within 5 Business Days shall be deemed a waiver and negative election by HOLDER to receive any of the Additional Securities offered by such Issuance Notice. If HOLDER elects to receive any such Additional Securities, the Additional Securities that it shall have elected to be issued shall be issued to HOLDER by the Company at the same time and on the same terms and conditions as the Additional Securities that are issued and sold to third parties. If, for any reason, the issuance of Additional Securities to third parties is not consummated, HOLDER’s right to its share of such issuance shall lapse, subject to HOLDER’s ongoing issuance rights with respect to issuances of Additional Securities at later dates or times.

(b) The Company represents and covenants to HOLDER that (i) upon issuance, all the shares of Additional Securities issued to HOLDER pursuant to this Section 1 shall be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities of the Company of the same type are at the time already approved) for quotation or listing on the principal trading market for the securities of the Company at the time of issuance, (ii) upon delivery of such shares, they shall be free and clear of all liens, claims and encumbrances (other than any restrictions imposed by applicable federal and state securities laws of any nature and shall not be subject to any preemptive right of any stockholder of the Company and (iii) this Section 1 does not and upon the issuance of such Additional Securities will not (a) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of HLLK, each as amended then to date (b) conflict with or constitute a violation by HLLK of any applicable law (including the Florida Business Corporation Act), judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to HLLK the enforcement of which would have a material adverse effect on HLLK or on HLLK’s ability to perform its obligations hereunder or the ability of HLLK to consummate issuance of the Additional Securities and (c) either alone or with the giving of notice or the passage of time, or both, modify, violate, conflict with, constitute grounds for termination of, or accelerate the performance required by, or result in a breach or default of the terms, conditions or provisions of, or constitute a default under any contract, agreement, note bond, mortgage, indenture, deed of trust, license, franchise, permit, commitment, waiver, exemption, order, obligation, lease, sublease, undertaking, agreement, offer or other instrument, which violation, conflict, termination, acceleration, breach or default would have a material adverse effect on HLLK or on the ability of HLLK to perform its obligations hereunder or the ability of HLLK to issue such shares.

(c) As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday, U.S. national legal holiday, or a legal holiday under the laws of the State of New York, and the term “Person” shall mean an individual, corporation, partnership, joint venture, joint stock company, association, trust, business trust, unincorporated organization, government authority, or any other entity of whatever nature. As used herein, the term “Fully-Diluted Ownership Percentage” shall mean the percentage ownership calculated by dividing (i) the aggregate number of shares of Common Stock (including any shares of Common Stock issuable upon exercise or conversion of options, warrants or other securities or rights) beneficially owned (as such term is determined in accordance with the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by the applicable Person or Persons, howsoever and whenever acquired, by (ii) the aggregate number of all issued and outstanding shares of Common Stock of the Company (including any shares of Common Stock which are issuable upon exercise or conversion of options, warrants or other securities or rights within 60 days of the date on which such calculation is being made).

(d) as used herein, the term “restructuring” and “restructure” shall mean any of the following, including, but not limited to; merger, acquisition, recapitalization, private offering, public offering, private placement, reverse split, forward split.

(e) If the Company, at any time while this Agreement is in force and effect, by reclassification of securities or otherwise (including, but not limited to, a “reincorporation,” merger with or into a wholly owned subsidiary of the Company, an exchange or stock swap or another type of reorganization or recapitalization), shall change or exchange its Common Stock into (or for) different securities of another class or classes or ceases to have common stock, then HOLDER’s rights hereunder shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the Agreement immediately prior to such reclassification or other change. All such adjustments shall be made so as to equitably adjust HOLDER’s rights hereunder.

SECTION 2. Further Assurances. Each of the parties hereto agrees that, at any time and from time to time after the date hereof, it shall, upon written request from the other party hereto, and without further consideration, perform such other and further acts, and execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further instruments, documents and assurances as such other party reasonably may request for the purpose of carrying out this Agreement.

SECTION 3. Binding Agreement; Assignment. This Agreement is binding upon, will inure to the benefit of, and be enforceable by, the parties hereto and their respective heirs, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties hereto, without the prior written consent of the other party hereto.

SECTION 4. Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matters hereof and thereof and supersedes any and all prior negotiations, agreements, arrangements and understandings between the parties, written or oral, relating to the matters provided for herein or therein. Except as expressly provided in this Agreement, nothing contained in this Agreement, express or implied, is intended to or shall confer on any Person other than the parties hereto and their heirs, successors and permitted assigns, any rights, benefits, remedies or claims under or by reason of this Agreement.

SECTION 5. Amendment; Modification. This Agreement may not be amended or modified except by an instrument in writing signed by a duly authorized officer of each of the Company and HOLDER.

SECTION 6. Extensions; Waivers; Remedies Cumulative.

(a) The conditions to each of the parties’ obligations to consummate this Agreement are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law. With regard to this Agreement, any party may (i) extend the time for the performance of any of the obligations or other acts of any other party with such first party, or (ii) waive compliance with any of the agreements of any party with such first party or with any conditions to its own obligations. Any agreement on the part of a party hereto to any such extension or waiver of any provision of this Agreement shall be valid and effective only if set forth in an instrument in writing signed on behalf of such party against whom enforcement of any waiver or consent is sought by such first party or a duly authorized officer thereof, if applicable.

(b) No failure or delay on the part of any party in exercising any right, privilege, power, or remedy under this Agreement, and no course of dealing among the parties, shall operate as a waiver of such right, privilege, power, or remedy, nor shall any single or partial exercise of any right, privilege, power, or remedy under this Agreement preclude any other or further exercise of such right, privilege, power, or remedy, or the exercise of any other right, privilege, power, or remedy. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in any similar or other circumstances or constitute a waiver of the right of the party giving such notice or making such demand to take any other or further action in any circumstances without notice or demand.

SECTION 7. Section Headings; Interpretation. Reference in this Agreement to a Section unless otherwise indicated, shall constitute references to a Section or an Article of this Agreement. The section headings contained in this Agreement are for convenience of reference only and do not form a part thereof and shall not affect in any way the meaning or interpretation of this Agreement. The parties hereto agree that this Agreement is the product of negotiations among sophisticated parties, all of whom were represented by counsel, and each of whom had an opportunity to participate in, and did participate in the drafting of each provision hereto. Accordingly, ambiguities in this Agreement, if any, shall not be construed strictly against any party hereto but rather shall be given a fair and reasonable construction without regard to the rule of contra proferentem.

SECTION 8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within the State of New York without giving effect to the laws that might otherwise govern under applicable principles of conflict of laws thereof.

SECTION 9. Notices. Any notice, demand, claim, request, waiver or consent or other communication required or permitted to be given under the provisions of this Agreement shall be in writing and shall be deemed to have been duly delivered if delivered by any of the following means of delivery, and shall be deemed to have been duly delivered and received on the date (or the next Business Day if delivery is not made on a Business Day) of personal delivery or facsimile transmission or on the date (or the next Business Day if delivery is not made on a Business Day) of receipt, if mailed by registered or certified mail, postage prepaid and return receipt requested, or on the date (or the next Business Day if delivery is not made on a Business Day) of a stamped receipt, if sent by an overnight delivery service, and sent to the following addresses (or to such other address as any party may request, in the case of the Company, by notifying HOLDER, and in the case of HOLDER, by notifying the Company in each case in accordance with this Section):

SECTION 10. Consent to Jurisdiction. Each of the parties agrees to submit itself to the jurisdiction of any state or federal court sitting in the State of New York. In addition, each of the parties hereto agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such court.

SECTION 11. Severability. The parties agree that (i) the provisions of this Agreement shall be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, (ii) they shall negotiate in good faith to replace any provisions that are finally determined to be invalid, void or otherwise unenforceable with other provisions that are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (iii) the balance of this Agreement shall not be affected and shall remain enforceable to the fullest extent permitted by law. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid and shall be enforced to the fullest extent permitted by law.

SECTION 12. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be deemed an original, and all of which when taken together shall be considered one and the same instrument, and this Agreement shall become effective when such counterparts have been signed by each of the parties hereto and delivered to the other parties. The parties hereto agree that signatures of the parties and their duly authorized officers may be exchanged by facsimile transmission, and that such signatures shall be binding to the same extent, and have the same force and effect, as the exchange of original written signatures. The originals of such signatures shall be sent to the other parties hereto by overnight courier.

(Signature Page Follows)

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This Agreement has been duly executed by an authorized officer by each of the following parties as of the date first set forth above.

Accepted and agreed to

this 11 day of January 2024

Exhibit A: Change of Control Agreement

Exhibit 10.04

FORM OF DEBT CANCELLATION AGREEMENT

Debt Cancellation Agreement

Hallmark Venture Group, Inc.

5112 West Taft Road, Suite M,

Liverpool, NY 13088

Telephone: 877-646-4833

Email:

Re: Debt Cancellation Agreement (this “Letter”).

Reference is made to that certain 10% Convertible Promissory Note Issued by the Company on ________ (the “NOTE”) by and among Hallmark Venture Group, Inc., a Florida corporation, whose principal executive offices are located at 5112 West Taft Road, Suite M, Liverpool, NY 13088 (the “Company”), and _____________ (the “Creditor”). As of the date last written below, the remaining NOTE balance is _________ (“Remaining Note Balance”).

The undersigned Creditor and the Company hereby agree as follows:

[ACKNOWLEDGMENT SIGNATURE PAGES TO FOLLOW]

[ACKNOWLEDGMENT SIGNATURE PAGE TO

Exhibit 10.05

ESCROW AGREEMENT

THIS AGREEMENT is made as of the date last indicated below, by and between Hallmark Venture Group, Inc. (the “Company” or “HLLK”) and John D. Murphy, Jr. and JMJ Associates, LLC (collectively, “Murphy”), Paul Strickland, Selkirk Global Holdings, LLC, and Beartooth Asset Holdings, LLC, (collectively, “Strickland”), and Aurum International Ltd. and Steven Arenal (collectively, “Purchaser”) and Liberty Stock Transfer, Inc., (the “Escrow Agent”), and each shall be referred to individually as a Party and collectively the Parties, and concerns the change of control of the Company from Murphy and Strickland to Purchaser.

W I T N E S S E T H:

WHEREAS, Purchaser proposes to execute certain Definitive Agreements (the “Change of Control Agreement”) with Murphy and Strickland (collectively, “Seller”) to assume control of Hallmark Venture Group, Inc., a publicly-traded corporation trading under the ticker symbol “HLLK”, which requires that Purchaser place certain monies into an escrow account with Escrow Agent and issue a certain percentage of shares to Seller at a later date as Stock Consideration. In exchange, Seller will deliver the Series A Preferred stock and Restricted Common Stock, as defined in Exhibit A below, (the “CoC Shares) into an escrow account with Agent; and;

WHEREAS, pursuant to the terms of this Agreement, the Parties agree that Liberty Stock Transfer, Inc., shall serve as Escrow Agent for the deposit as well as depository for the CoC Shares to be delivered by Seller to Purchaser or its designee(s).

NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the Parties agree as follows:

1. Purchaser shall deposit ($70,000) seventy thousand dollars into Escrow Agent’s escrow account within 6 weeks of the execution of this Agreement (the “Murphy Fee”);

2. Within 3 days of signing this Agreement, Seller shall deliver to Escrow Agent original, endorsed stock certificates with executed and notarized stock powers evidencing the CoC Shares to be transferred to Purchaser;

3. The Murphy Fee deposited with the Agent by the Purchaser will not be disbursed to Murphy until the CoC Shares have been transferred into Purchaser’s name at Liberty Stock Transfer.

4. No CoC Shares deposited with Agent by Seller will be transferred into Purchaser’s name until the “Stock Consideration”, as defined below, has been issued to Seller. The Stock Consideration shall consist of 10% of the issued and outstanding shares of the Company following the completion of the proposed corporate restructuring of the Company. Such completion of the proposed corporate restructuring of the Company shall be confirmed by both Sellers and Purchaser in writing to the Agent prior to delivery of the Murphy Fee to Murphy and the transfer and delivery of the CoC Shares to Purchaser. The Stock Consideration is subject to an Anti- Dilution Agreement attached below as Exhibit B.

5. Should the exchange described herein not be completed by January 16, 2025, unless all Parties agree to extend this Agreement, Agent shall return all property to be exchanged as described in this Agreement to the original Party, without further notice, and administrative control of the Company shall revert to Seller. The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statements or assertion contained in such writing or instrument; and may assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any written instructions delivered to it, nor as to the identity, authority or rights of any person executing the same. The Escrow Agent shall not be liable for any mistakes of fact or error of judgment, or for any act or omissions of any kind unless caused by its willful misconduct or gross negligence.

6. Escrow Agent’s Fee. The Escrow fee for this agreement shall be $500.00. The Escrow Agent shall be entitled to reimbursement for any fees it incurs, including reasonable attorney’s fees, in the performance of its duties and obligations contained in this Agreement. All such costs and expenses shall be borne and divided equally between Purchaser and Seller.

7. This Escrow Agreement will terminate upon the transfer and delivery of the CoC shares to the Purchaser or its designee(s), the payment of the Murphy Fee to Murphy, and the issuance and delivery of the Stock Consideration to the Sellers.

8. The Escrow Agent shall have no duties or obligations other than those specifically set forth herein. The acceptance by the Escrow Agent of their duties under this Escrow Agreement is subject to the terms and conditions hereof, which shall govern and control with respect to its rights, duties, liabilities and immunities.

9. Purchaser and Seller understand and agree that the Escrow Agent is not a principal, participant, or beneficiary of the underlying transactions which necessitate this Escrow Agreement. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in acting or refraining from acting on any instrument believed by it to be genuine and to have been signed or presented by the proper party or parties, their officers, representatives or agents. So long as the Escrow Agent has acted in good faith or on the advice of counsel or has not been guilty of willful misconduct or gross negligence, the Escrow Agent shall have no liability under, or duty to inquire beyond the terms and provisions of this Escrow Agreement, and it is agreed that its duties are purely ministerial in nature.

10. The Escrow Agent shall not be obligated to take any legal actions hereunder which might, in the Escrow Agent’s judgment, involve any expense or liability, unless the Escrow Agent shall have been furnished with reasonable indemnity.

11. The Escrow Agent is not bound in any way by any other contract or agreement between the parties hereto whether or not the Escrow Agent has knowledge thereof of its terms and conditions and the Escrow Agent’s only duty, liability and responsibility shall be to hold and deal with the Escrowed Assets as herein directed.

12. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supercession of this Escrow Agreement unless the same shall be in writing and signed by all of the other parties hereto and, if its duties as Escrow Agent hereunder are affected thereby, unless it shall have given prior written consent thereto.

13. The parties hereto each jointly and severally agree to indemnify the Escrow Agent against, and hold the Escrow Agent harmless from anything which the Escrow Agent may do or refrain from doing in connection with his performance or non-performance as Escrow Agent under this Agreement and any and all losses, costs, damages, expenses, claims and attorneys’ fees suffered or incurred by the Escrow Agent as a result of, in connection with or arising from or out of the acts of omissions of the Escrow Agent in performance of or pursuant to this Agreement, except such acts or omissions as may result from the Escrow Agent’s willful misconduct or gross negligence.

14. Should Escrow Agent become involved in litigation or arbitration in any manner whatsoever on account of this agreement or the escrowed property, the parties hereto (other than Escrow Agent), hereby bind and obligate themselves, their successors, assigns to pay Escrow Agent, in addition to any charge made hereunder for acting as Escrow Agent, reasonable attorneys’ fees incurred by Escrow Agent, and any other disbursements, expenses, losses, costs and damages in connection with or resulting from such actions. In the event that the Escrow Agent becomes involved in litigation in connection with this Agreement, it shall have the right to retain counsel, and shall have a lien on the Escrowed Property for all reasonable and necessary costs, attorneys’ fees, charges, disbursements and expenses in connection with such litigation, and shall be entitled to reimburse itself for such expenses out of the Escrowed Property.

15. The Escrow Agent may resign as Escrow Agent in respect of the Escrowed Property by giving written notice to all Parties. The resignation of the Escrow Agent shall be effective, and the Escrow Agent shall cease to be bound by this Escrow Agreement, thirty (30) days following the date that notice of resignation was given.

16. Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to or sent by registered mail or certified mail, postage prepaid, or by prepaid telegram addressed as follows:

or such other address as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered or mailed.

17. This Escrow Agreement shall be construed according to the laws of New Jersey and the parties submit themselves to the exclusive jurisdiction of the Courts of New Jersey in the event of any dispute.

18. This Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same. Facsimile copies may act as originals.

This Escrow Agreement is executed as of January 16, 2024

[signatures on following page]

[signature page to Escrow Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date set forth herein. Hallmark Venture Group, Inc.

Exhibit A

Change of Control Shares

Exhibit B

Anti-Dilution Agreement