FUNDING TERM SHEET

THIS FUNDING TERM SHEET (the “Term sheet”) is made as of May 24, 2023 (the “Effective Date”), by,
between, and among BWAV Family Office (“Funder”), and Shambu, Inc. (“Company”) (Funder and Company
each referred to as a “Party” or collectively as “Parties”).

WHEREAS:

A. The Company has a need for $160,000,000.00 in investment for development of their real estate projects;
and

B. The Funder agrees to financing the project through a structure finance model for $160,000,000.00 to fulfill
the funding needs of the Company in exchange for an option to purchase 10% equity stake in the
Company through redeemable non-voting preferred shares; and

C. The Company agrees to pay for all fees associated with securing the credit collateral necessary to fund the
project, which will be invoiced and be due immediately, upon execution of the term sheet and issuance of
the invoice. A portion of the fee payment will be secured by BWAV Kinesis xAU gold token. If the
transaction does not move forward, the total payment for fees will be promptly returned.

NOW THEREFORE THIS TERM SHEET WITNESSES that, in consideration of the premises, the mutual
covenants and agreements herein contained and other valuable consideration (the receipt and sufficiency of which is
hereby acknowledged by the Parties), the Parties agree as follows:

1. RECITALS. The recitals hereinabove are hereby incorporated into this Term sheet.

2. TERM. The term of this Term sheet (the “Term”) shall commence upon the Effective Date and continue until
the transactions contemplated herein have been completed.

3. DELIVERY.

i. The Funder will disperse a minimum payment of $25,000,000,000.00 on a biweekly basis until the full
investment of $160,000,000.00 investment in complete.

ii. The disperse of funds will commence within 30 days after the start of the trading process.

4. COMPANY’S OBLIGATIONS. The Company undertakes to comply in all respects with the law and
regulations and to use its best efforts in its performance of its obligations herein.

5. PARTNER’S OBLIGATIONS; REPRESENTATIONS AND WARRANTIES.

i. The Partner undertakes to comply in all respects with the law and regulations and to use its best efforts
in its performance of its obligations herein.

ii. The Partner represents and warrants as follows:

i. It is ready, willing, and able to perform its obligations herein.

ii. IN CONFORMITY WITH ALL APPLICABLE US LAW, THE PARTNER DECLARES
THAT: (1) Any capital assets provided do not come from drugs traffic, criminal activities, nor
 from one of the infractions sources as identified in International or US Law; (2) Any capital
assets provided are not derived, directly or indirectly, from activities described by
International and US laws concerning money laundering; and (3) Any capital assets provided
come from legitimate professional earnings and business profits; and that the Assets is not for
purposes of realizing any operation of money laundering or the financing of terrorism as
defined under the above-mentioned laws and do not facilitate such operations in any other
manner.

6. NONCIRCUMVENTION/NONDISCLOSURE. The Parties agree, represent, and warrant to each other that
they shall not directly or indirectly interfere with, circumvent, or attempt to circumvent, avoid, bypass or
obviate each other’s interest, or the interest or relationship between a Party and its bankers, agents, Partners,
customers, service providers, brokers, or any other party related to such Party with respect to the subject matter
herein. The Parties agree to respect the confidential nature of this Term sheet and agree to maintain in strictest
confidence the names of the parties whose identities may become known to one or another through either
tendering of documents or assembly of banking or government approvals. The terms of this Term sheet, but not
the existence thereof, shall be treated as confidential by the Parties and shall not be disclosed by either Party to
any third party without the other Party’s prior written consent.

7. INTELLECTUAL PROPERY: This agreement cannot be copied, shared or replicated without direct
written authorization of BWAV Family Office and Weintraub Law Group. Any items to copy, share or
replicate this agreement will be seen as a breach of confidentiality and copyright infringement.

8. FORCE MAJEURE. Any delay in or failure of performance by either Party of their respective obligations
under this Term sheet shall not constitute a breach here under or give rise to any claims for damages if, and to
the extent that such delays or failures in performance are caused by events or circumstance beyond the control
of such Party. The term “beyond the control of such party” shall include lawful order of government or
authority, act of war, rebellion or sabotage, fire, flood, earthquake, or other natural disasters, change in financial
market conditions, changes to the legal and or regulatory environment, and any other cause not within the
control of such Party or which is by exercise of reasonable diligence, the Party will be unable to foresee or
prevent or remedy within the expected time scale.

9. ENTIRE TERM SHEET; LANGUAGE; SEVERABILITY. This Term sheet constitutes the entire Term
sheet of the Parties with respect to the subject matter herein and supersedes all prior communications and
negotiations, written and or oral. Heading used in this Term sheet are for reference purposes only and shall not
be used for the purposes of interpretation. Words used herein in the masculine, feminine, or neuter form shall
have the same meaning as if it were expressed in the other forms. Words used herein in the singular shall
include the plural and vice versa. If any provision of this Term sheet is declared invalid or unenforceable, such
provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In
any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Term
sheet, and this Term sheet shall continue in full force and effect, and be construed and enforced, as if such
provision had not been included, or had been modified as above provided, as the case may be.

10. AMENDMENTS; TERMINATION; CURE; NOTICE. This Term sheet may not be modified, changed, or
amended, except for in writing signed by a duly authorized representative of each of the Parties. This Term
sheet may be terminated by the Company at any time up until payment of the fees upon notice to the Funder.
Either Party shall have fourteen (14) days to cure any breach of this Term sheet following receipt of notice of
such breach by the other Party. Any notice to be given under this Term sheet shall be in writing and shall be
sent by first class mail or air mail to the address of the relevant Party set out in this Term sheet, or via electronic
mail to the email address of the relevant Party set out in this Term sheet. Either Party must notify the other in
 writing of any change in address or email address. Notices sent as above shall be deemed to have been received
3 working days after the day of posting (in the case of inland first-class mail), or 7 working days after the date
of posting (in the case of air mail), or next working day after sending (in the case of e-mail). In proving the
giving of a notice, it shall be sufficient to prove that the notice was left, or that the envelope containing the
notice was properly addressed and posted, or that the applicable means of telecommunication was addressed
and dispatched, and dispatch of the transmission was confirmed and/or acknowledged as the case may be.

11. INDEMNIFICATION. Each Party shall indemnify and hold harmless the other Party, its directors, officers,
agents and employees from and against all damages, penalties, loss, claims, demands, suits, causes of action or
expense (including reasonable attorney's fees) arising by reason of bodily injury or damage to property to the
extent caused by the negligence of the indemnifying Party or any party for which it is legally responsible and
not caused by the negligence or willful misconduct of the indemnified Party or any party for which it is legally
responsible.

12. JURISDICTION; ARBITRATION. This Term sheet shall be governed by and construed under the
substantive laws of the State of Colorado, without regard to Colorado choice of law principles. Any dispute,
controversy, or claim arising out of or in connection with this Term sheet or any breach or alleged breach hereof
shall, upon the request of any party involved, be submitted to, and settled by, arbitration in Denver, Colorado,
pursuant to the commercial arbitration rules then in effect of the American Arbitration Association (or at any
other time or place or under any other form of arbitration mutually acceptable to the Parties involved). Any
award rendered shall be final and conclusive upon the Parties and a judgment thereon may be entered in a court
of competent jurisdiction. The expenses of the arbitration shall be borne equally by the Parties to the arbitration,
provided that each Party shall pay for and bear the cost of its own experts, evidence and attorneys' fees, except
that in the discretion of the arbitrator, any award may include the attorney's fees of a Party if the arbitrator
expressly determines that the Party against whom such award is entered has caused the dispute, controversy or
claim to be submitted to arbitration as a dilatory tactic or in bad faith.

13. SIGNATURES; COUNTERPARTS. Each signatory hereto represents and warrants that they are duly
authorized to execute this Term sheet. All documents requiring signatures, may be signed electronically. This
Term sheet may be signed in one or more counterparts and signed copies, including ones provided by facsimile
or email transmission (including PDF file and other commonly recognized image formats). Each counterpart
shall be given the same legal effect as the signed originals. The Electronic document transmissions shall be
deemed valid and enforceable in respect of any provisions of this Contract. As applicable, the following shall
apply with respect to this Term sheet (1) The Term sheet shall incorporate U.S. Public Law 106-229,
‘‘Electronic Signatures in Global and National Commerce Act’’ or such other applicable law conforming to the
UNCITRAL Model Law on Electronic Signatures (2001); and (2) ELECTRONIC COMMERCE TERM
SHEET (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation
and Electronic Business (UN/CEFACT); and (3) EDT documents shall be subject to European Community
Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has been
previously transmitted by electronic means provided however, that any such request shall in no manner delay
the Parties from performing their respective obligations and duties under EDT instruments.

14. ENFORCEABILITY. This Term sheet shall be binding upon the Parties hereto and in the case of individual
Parties, their respective heirs, administrators, and executors, and in the case of all corporate Parties, their
successors, and assigns.

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IN WITNESS WHEREOF, this Term sheet has been entered into as of the Effective Date.

For the Company:

Name:
Title:
Email:

For the Funder: BWAV Family Office

Name: Joel Hundley

Title: Authorized Signatory
Email: investmentboard@bluesunstoneweintraub.com