ΐΦΜμΜΓappΟΒΤΨ

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement ("Agreement") is entered into as of January 2, 2025, by and between HNO International, Inc., a Nevada Corporation ("Corporation"), and β–‡β–‡β–� β–‡β–‡β–‡β–‡β–� ("Holder").

RECITALS

WHEREAS, β–‡β–‡β–‡β–‡β–‡β–‡ is the owner of 245,000,000 shares of the Corporation's common stock ("Common Stock");

WHEREAS, the Corporation has designated Series B Preferred Stock ("Preferred Stock") with rights and preferences described in the attached Certificate of Designation;

WHEREAS, the Corporation and Holder desire to exchange 245,000,000 shares of Common Stock for 245,000 shares of Preferred Stock on the terms and conditions set forth herein.

AGREEMENT

1. Exchange of Shares

1.1 The Corporation agrees to exchange, and β–‡β–‡β–‡β–‡β–‡β–‡ agrees to deliver, 245,000,000 shares of Common Stock to the Corporation.

1.2 In exchange, the Corporation agrees to issue 245,000 shares of Preferred Stock to Holder, subject to the rights and preferences described in the Certificate of Designation.

2. Representations and Warranties of the Holder

2.1 Holder represents that they are the lawful owner of the Common Stock being exchanged and that the shares are free and clear of any liens, claims, or encumbrances.

2.2 Holder acknowledges that the Preferred Stock issued is restricted and subject to applicable securities laws.

3. Representations and Warranties of the Corporation

3.1 The Corporation represents that the Preferred Stock issued in this exchange is duly authorized and validly issued in accordance with the Certificate of Designation.

4. Miscellaneous

4.1 This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

HNO International, Inc. By: /s/ β–‡β–‡β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–� Name: β–‡β–‡β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–� Title: Chief Financial Officer

Holder: By: /s/ β–‡β–‡β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–� Name: β–‡β–‡β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–� Μύ

ΜύΜύ

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