LEGAL SERVICES AGREEMENT by Accredited Solutions, Inc.

LEGAL SERVICES AGREEMENT

EXHIBIT 6.30

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This Legal Services Agreement (the â€œA²µ°ù±ð±ð³¾±ð²Ô³Ùâ€�) dated as of, and to be effective as of, September 4, 2024 (the â€œEffective Dateâ€�), is by and between â–‡â–‡â–‡â–‡â–‡â–‡ Law Firm, PLLC, by and through its Managing Member, â–‡â–‡â–‡â–‡ â–‡â–‡â–‡â–‡â–‡â–‡ (â€œA³Ù³Ù´Ç°ù²Ô±ð²ââ€�), and Accredited Solutions, Inc., a Nevada corporation (â€œA³§±õ±õâ€�).

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RECITALS

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WHEREAS, as of the date of this Agreement, ASII owes Attorney pursuant to an invoice dated September 4, 2024, in the amount of $19,200.00 (the â€œCurrent Amount Dueâ€�), a copy of the invoice relating to the Current Amount Due being attached hereto as Exhibit A; and

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WHEREAS, currently, ASII desires for Attorney to continue to serve as its general legal counsel and to be responsible for corporate and securities matters for ASII (the â€œCorporate and Securities Workâ€�); and

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WHEREAS, Attorney desires to serve as general legal counsel for ASII and be responsible for the Corporate and Securities Work, as described in the foregoing Recital; and

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WHEREAS, Attorney and ASII desire to enter into an agreement for legal services, on the terms and subject to the conditions set forth herein.

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NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the parties hereto agree as follows:

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1. Corporate and Securities Work. The â€œCorporate and Securities Workâ€� to be completed by Attorney under this Agreement shall include:

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(a) the preparation, filing and qualification of an Offering Statement on Form 1-A (including issuance opinions, as requested, and Blue Sky matters) to be filed with the SEC (the â€œOffering Statementâ€�), including any post-qualification amendments thereto during the Term (defined below) of this Agreement;

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(b) the preparation of all documentation as may be necessary to effect any acquisition transactions, on such terms and conditions as the Board of Directors of ASII shall determine;

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(c) the preparation and filing of the Quarterly Report on Form 10-Q for the period ending September 30, 2024;

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(d) the preparation and filing of a 14C Information Statements relating to an increase in authorized shares, a reverse split, a corporate name change and/or a trading symbol change;

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(e) the preparation and filing of all required Current Reports on Form 8-K;

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(f) the review of press releases;

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(g) the preparation of all necessary board and shareholder actions and minutes related to the foregoing; and

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(h) the review or drafting of various agreements within Attorneyâ€™s area of practice through the Term (defined below) of this Agreement.

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2. Payments to Attorney. In consideration of Attorneyâ€™s entering into this Agreement, ASII shall deliver the following to Attorney:

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(a) For the Current Amount Due. On the Effective Date, a $19,200.00 principal amount promissory note (the â€œCurrent Amount Noteâ€�), in the form of Exhibit B attached hereto; and

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(b) For the Corporate and Securities Work. In consideration of the Corporate and Securities Work to be provided by Attorney at a turn-key cost, on the Effective Date, a $40,000.00 principal amount promissory note (the â€œWork Noteâ€�), in the form of Exhibit C attached hereto (collectively, the Current Amount Note and the Work Note, the â€œN´Ç³Ù±ð²õâ€�).

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The Company agrees and acknowledges that the Notes are fully earned as of the Effective Date of this Agreement, in consideration of Attorneyâ€™s execution of this Agreement and concomitant acceptance of his duties as set forth in this Agreement, the full execution of which will limit Attorneyâ€™s ability to engage in other potential client relationships with other parties. The Company hereby agrees to furnish any documentation necessary for Attorney to deposit the shares of common stock of ASII underlying the Notes (the â€œConversion Sharesâ€�) with a FINRA registered broker/dealer, once any applicable holding period shall have elapsed.

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The Company further agrees and acknowledges that the Notes shall be issued in the name of â€œNLF Support Services, LLC,â€� a wholly-owned investment subsidiary of â–‡â–‡â–‡â–‡â–‡â–‡ Law Firm, PLLC. The term â€œAttorney,â€� as defined herein, shall include NLF Support Services, LLC, unless the context shall require otherwise.

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(c) Costs Advanced. In connection with Attorneyâ€™s performing under this Agreement, Attorney may, in Attorneyâ€™s discretion, advance certain costs on behalf of ASII. ASII agrees that Attorney shall be reimbursed for any such costs advanced by Attorney on behalf of ASII, if any, and that any such costs shall be payable upon ASIIâ€™s receipt of invoice therefor.

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3. Term of Agreement. This Agreement shall extend from the Effective Date through December 31, 2024 (the â€œT±ð°ù³¾â€�); provided, however, that Attorney shall provide services associated with the Offering Statement, except for post-qualification amendments thereto, that may be required after the expiration of the Term.

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4. Representations of ASII. ASII represents and warrants to Attorney that:

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(a) ASII will cooperate fully and timely with Attorney to enable Attorney to perform Attorneyâ€™s obligations hereunder.

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(b) The execution and performance of this Agreement by ASII has been duly authorized by the Board of Directors of ASII.

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(c) The performance by ASII of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of ASII or any contractual obligation by which ASII may be bound.

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(d) ASII will make its best efforts to qualify the Offering Statement.

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5. Representations of Attorney. Attorney represents and warrants to ASII that:

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(a) Attorney is acquiring the Notes and the Conversion Shares for Attorneyâ€™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 of 1933, as amended (the â€�1933 Actâ€�); provided, however, that by making the representations herein, Attorney does not agree to hold any of the Conversion Shares for any minimum or other specific term and reserves the right to dispose of the Conversion Shares at any time in accordance with, or pursuant to, a registration statement or an exemption under the 1933 Act.

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(b) The Buyer is an â€œaccredited investorâ€� as that term is defined in Rule 501(a) of Regulation D.

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(c) Attorney understands that the Note and the Conversion Shares are being issued to Attorney in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that ASII is relying upon the truth and accuracy of, and Attorneyâ€™s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Attorney set forth herein, in order to determine the availability of such exemptions.

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(d) Attorney understands that, until such time as the Notes and the Conversion Shares shall have been registered under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Notes and the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer thereof):

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â€œNEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.â€�

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(e) The execution and performance of this Agreement by Attorney has been duly authorized by the governing body of Attorney.

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(f) The performance by Attorney of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of Attorney or any contractual obligation by which Attorney may be bound.

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6. Non-Public Information. Until such time as the same may become publicly known, the parties agree that any information provided to either of them by the other of a confidential nature will not be revealed or disclosed to any person or entity, except in the performance of this Agreement, and upon completion of Attorneyâ€™s services and upon the written request of ASII, any original documentation provided by ASII will be returned to it. Attorney will not directly or indirectly buy or sell any securities of ASII at any time when Attorney is privy to non-public information.

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7. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (1) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (2) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

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If to ASII, to: Accredited Solutions, Inc., Attention: Chief Executive Officer

â–‡â–‡â–‡â–‡ â–�. â–‡â–‡â–‡â–‡â–‡â–‡â–� â–‡â–‡â–‡â–‡â–�, â–‡â–‡â–‡â–‡ â–‡â–‡â–‡â–‡, â–‡â–‡â–‡â–‡ â–‡â–‡â–‡â–‡â–‡â–‡â–�, â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡ â–‡â–‡â–‡â–‡â–�

E-mail: â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡@â–‡â–‡â–‡â–‡â–�.â–‡â–‡â–�

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If to Attorney, to: â–‡â–‡â–‡â–‡â–‡â–‡ Law Firm, PLLC, Attention: â–‡â–‡â–‡â–‡ â–‡â–‡â–‡â–‡â–‡â–‡

â–‡â–‡â–‡â–‡ â–‡â–‡â–‡â–‡ â–‡â–‡â–‡â–‡â–‡â–‡â–� â–‡â–‡â–‡â–‡, â–‡â–‡â–‡â–‡â–� â–‡â–‡â–�-â–‡â–‡â–�, â–‡â–‡â–‡â–‡â–‡â–‡ â–‡â–‡â–‡â–‡â–�, â–‡â–‡â–‡â–‡â–� â–‡â–‡â–‡â–‡â–�

E-mail: â–‡â–‡â–‡â–‡@â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡.â–‡â–‡â–�

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8. Miscellaneous.

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(a) In the event of a dispute between the parties, both Consultant and the Company agree to settle said dispute through the American Arbitration Association (the â€œAssociationâ€�) at the Associationâ€™s Dallas, Texas, offices, in accordance with the then-current rules of the Association; the award given by the arbitrators shall be binding and a judgment can be obtained on any such award in any court of competent jurisdiction. It is expressly agreed that the arbitrators, as part of their award, can award attorneys fees to the prevailing party.

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(b) This Agreement is not assignable in whole or in any part, and shall be binding upon the parties, their heirs, representatives, successors or assigns.

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(c) This Agreement may be executed in multiple counterparts which shall be deemed an original. It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, if each party executes at least one counterpart.

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(d) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

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ASII:		Ìý	ATTORNEY:		Ìý
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ACCREDITED SOLUTIONS, INC.		Ìý	â–‡â–‡â–‡â–‡â–‡â–‡ LAW FIRM, PLLC		Ìý
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By:		Ìý	By:		Ìý
Ìý	â–‡â–‡â–‡â–‡â–‡â–‡â–� â–‡â–‡â–‡â–‡â–� â–‡â–‡â–‡â–‡ â–‡â–‡â–‡â–‡â–‡â–‡	Ìý	Ìý	Chief Executive Officer Managing Member	Ìý

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EXHIBIT A

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INVOICE

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INVOICE â€� 9/4/2024

Accredited Solutions, Inc.

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For Professional Services Rendered, But Not Previously Invoiced, from January

2024 Through August 12, 2024, Net of Payments Received on Account:

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2023 10-K; 2024 Q1 and Q2 10-Q; Draft Apokar Agreement; 8-K re: Apokar Agreement, Exchange Agreements, February 2024 Change in Control; 8-K re: 5 Year Plan; 8-K re: Employment Agreement; Review and Revise Certificate of Designation; Coordinate Filing of Certificate of Designation; SPAs and Related Promissory Notes; Miscellaneous Corporate Counsel; Telephone Conferences; Correspondence

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38.4 Hours @ $500/Hour

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Ìý	$19,200.00
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Ìý	Total Professional Services
Ìý	19,200.00
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Ìý	BALANCE DUE
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Ìý	$19,200.00
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Ìý	Due on Receipt

___________

â–‡â–‡â–‡â–‡ â–‡â–‡â–‡â–‡â–‡â–‡

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EXHIBIT B

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Form of Current Amount Note

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THIS NOTE, AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE â€œACTâ€�), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR UNLESS AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE MAKER, IS OBTAINED TO THE EFFECT THAT SUCH PLEDGE, SALE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH STATE SECURITIES LAWS.

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ACCREDITED SOLUTIONS, INC.

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8% CONVERTIBLE PROMISSORY NOTE

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FOR VALUE RECEIVED, Accredited Solutions, Inc., a Nevada corporation (hereinafter called the â€œB´Ç°ù°ù´Ç·É±ð°ùâ€�), hereby promises to pay to the order of â–‡â–‡â–‡â–‡â–‡â–‡ Law Firm, PLLC, or registered assigns (the â€œH´Ç±ô»å±ð°ùâ€�), the sum of $19,400.00 together with any interest as set forth herein, on September 4, 2025 (the â€œMaturity Dateâ€�), including interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the â€œInterest Rateâ€�) per annum from the date hereof (the â€œIssue Dateâ€�) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment.

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This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of eighteen percent (18%) per annum from the due date thereof until the same is paid (â€œDefault Interestâ€�). Interest shall commence accruing on the date that the Holder pays the full Purchase Price to the Borrower and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the â€œCommon Stockâ€�) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note.

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Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the â€œPurchase Agreementâ€�).

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This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

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The following terms shall apply to this Note:

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Article I. Conversion Rights

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1.1 Conversion Right. Upon an Event of Default that shall not have been cured, the Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date, or (ii) the date of payment of the Default Amount (as defined in Article III), each in respect of the remaining outstanding amount of this Note to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or, in the event of a recapitalization or merger, any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the â€œConversion Priceâ€�) determined as provided herein (a â€œC´Ç²Ô±¹±ð°ù²õ¾±´Ç²Ôâ€�) [The foregoing is not a ratchet provision; in the event of a recapitalization or merger, if common shareholder receive any other shares or interests, i.e., shares of a different issuer in the event of a merger, the Note will convert into such shares. That is the Note conversion rights will follow the merger]; provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the â€œExchange Actâ€�), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the â€œNotice of Conversionâ€�), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the â€œConversion Dateâ€�); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term â€œConversion Amountâ€� means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holderâ€™s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holderâ€™s option, any amounts owed to the Holder pursuant to Sections 1.4 hereof.

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1.1.1 Rights of Qualification. The Holder shall have the right, which may be exercised at the Holderâ€™s sole discretion, to convert any amount due under this Note into shares of any qualified Regulation A Offering under the Securities Act of 1933, as amended (the â€œSecurities Actâ€�) of Borrower during the term of the any such Regulation A Offering. The number of shares to be issued upon any such conversion shall be in accordance with Section 1.2 of this Note. In conjunction with the rights granted to the Holder under this Section 1.1.1, Borrower shall, as may be required and while any amount due under this Note remains outstanding, (1) identify the Holder as a selling shareholder in each of its Regulation A Offering Circulars; and (2) qualify and allocate a sufficient number of shares of Common Stock to repay the remaining balance under the Note in full.

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1.2 Conversion Price. The Conversion Price shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrowerâ€™s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The â€œVariable Conversion Priceâ€� shall mean 25% multiplied by the Market Price (as defined herein) (representing a discount rate of 75%). â€œMarket Priceâ€� means the closing price for the Common Stock on the trading day immediately preceding the date of any conversion. â€œTrading Dayâ€� shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

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Notwithstanding the foregoing paragraph, should the Holder exercise its conversion rights pursuant to Section 1.1.1 of this Note, the Conversion Price shall be equal to the then-current offering price of the applicable Regulation A Offering Statement.

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1.3 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved four and one half times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation set forth in Section 1.1 is not in effect) (based on the respective Conversion Price of the Note (as defined in Section 1.2) in effect from time to time, initially 1,000,000 shares) (the â€œReserved Amountâ€�). The Reserved Amount shall be increased (or decreased with the written consent of the Holder) from time to time in accordance with the Borrowerâ€™s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note. If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

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1.4 Method of Conversion.

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(a) Mechanics of Conversion. As set forth in Section 1.1 hereof, from time to time, and at any time, ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

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(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion.

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(c) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the â€Æà±ð²¹»å±ô¾±²Ô±ðâ€�) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrowerâ€™s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

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(d) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (â€Æà°Õ°äâ€�) Fast Automated Securities Transfer (â€œF´¡³§°Õâ€�) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holderâ€™s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (â€Æà°Â´¡°äâ€�) system.

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(e) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holderâ€™s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (3 business days after receipt of Conversion Notice) due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $500 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the â€œFail to Deliver Feeâ€�); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1.4(e) are justified.

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1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) the Borrower or its transfer agent shall have been furnished by the Holder 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) (â€œRule 144â€�); or (ii) such shares are transferred to an â€œaffiliateâ€� (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

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1.6 Effect of Certain Events.

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(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). â€œPersonâ€� shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

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(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

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(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrowerâ€™s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a â€Æà¾±²õ³Ù°ù¾±²ú³Ü³Ù¾±´Ç²Ôâ€�), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution. [NOTE: This is not a ratchet provision, it simply prohibits the issuer from effecting a distribution of assets or stock while attempting to avoid conversion or payment of the note (i.e., in the event of an asset distribution which renders the company a shell company, without the foregoing language, although it would be a default, the note holder would be left with little other remedies to attempt to be repaid from the spin off entity). Note that the language does not change the conversion price formula.]

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1.7 Prepayment. This Note may be prepaid at any time without penalty. The Holderâ€™s conversion rights herein shall not be affected in any way until the Note is fully paid (funds received by the Holder).

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ARTICLE II. CERTAIN COVENANTS

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2.1 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may not be unreasonably withheld as long as such disposition does not render the Borrower a â€œshell companyâ€� as such term is defined in Rule 144.

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ARTICLE III. EVENTS OF DEFAULT

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If any of the following events of default (each, an â€œEvent of Defaultâ€�) shall occur:

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3.1 Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity or upon acceleration and such breach continues for a period of five (5) days after written notice from the Holder.

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3.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrowerâ€™s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

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3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.

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3.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

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3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

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3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

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3.7 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

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3.8 [Omitted].

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3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

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3.10 Cessation of Operations. Any cessation of operations by Borrower rendering the Borrower a â€œshell companyâ€� as such term is defined in Rule 144, or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrowerâ€™s ability to continue as a â€œgoing concernâ€� shall not be an admission that the Borrower cannot pay its debts as they become due.

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3.11 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with OTC Markets at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

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3.12 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

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3.13 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. â€œOther Agreementsâ€� means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term â€œOther Agreementsâ€� shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

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Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note or upon acceleration), 3.3, 3.4, 3.7, 3.8, 3.10, 3.11, 3.12, 3.13, and/or 3.14 exercisable through the delivery of written notice to the Borrower by such Holders (the â€œDefault Noticeâ€�), and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the â€œMandatory Prepayment Dateâ€�) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the â€œDefault Amountâ€�) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

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If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable and the details of the determination of such amount, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

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ARTICLE IV. MISCELLANEOUS

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4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

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4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

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If to the Borrower, to: Accredited Solutions, Inc.

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Attention: Chief Executive Officer

E-mail: â–‡â–‡â–‡â–‡â–‡â–‡â–‡@â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–�.â–‡â–‡â–�

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If to the Holder: â–‡â–‡â–‡â–‡â–‡â–‡ Law Firm, PLLC

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Attention: â–‡â–‡â–‡â–‡ â–‡â–‡â–‡â–‡â–‡â–‡

E-mail: â–‡â–‡â–‡â–‡@â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡.â–‡â–‡â–�

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4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term â€œN´Ç³Ù±ðâ€� and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

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4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an â€œaccredited investorâ€� (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be assigned by the Holder without the consent of the Borrower.

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4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneysâ€� fees.

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4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Nevada or in the federal courts located in Las Vegas, Nevada . The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and â–‡â–‡â–‡â–‡â–‡â–‡ waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorneyâ€™s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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4.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

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4.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

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IN WITNESS WHEREOF, â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡ has caused this Note to be signed in its name by its duly authorized officer on September 4, 2024.

Ìý

Ìý	ACCREDITED SOLUTIONS, INC.
Ìý	Ìý	Ìý	Ìý
Ìý	Ìý	Exemplar	Ìý
Ìý	Ìý	Ìý	Ìý
	By:
Ìý	Ìý	â–‡â–‡â–‡â–‡â–‡â–‡â–� â–�. â–‡â–‡â–‡â–‡â–� Chief Executive Officer	Ìý

Ìý

EXHIBIT A

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FORM OF NOTICE OF CONVERSION

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The undersigned hereby elects to convert $_________ principal amount and $_________ of accrued interest of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (â€œCommon Stockâ€�) as set forth below, of Accredited Solutions, Inc., a Nevada corporation (the â€œB´Ç°ù°ù´Ç·É±ð°ùâ€�), according to the conditions of the convertible note of the Borrower dated as of September 4, 2024 (the â€œN´Ç³Ù±ðâ€�), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

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Box Checked as to applicable instructions:

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â˜�

The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (â€œDWAC Transferâ€�).

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Name of DTC Prime Broker: ____________________________________________________

Account Number: ___________________________________________________________

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â˜�

The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holderâ€™s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

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Date of conversion: ____________________________________

Applicable Conversion Price: $ ___________________________________

Number of shares of common stock to be issued pursuant to conversion of the Notes: _________________________________

Amount of Principal Balance due remaining under the Note after this conversion: __________________________

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[ Name of â–‡â–‡â–‡â–‡â–‡â–‡ ]

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By: _______________________________________

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EXHIBIT C

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Form of Work Note

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ACCREDITED SOLUTIONS, INC.

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8% CONVERTIBLE PROMISSORY NOTE

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FOR VALUE RECEIVED, Accredited Solutions, Inc., a Nevada corporation (hereinafter called the â€œB´Ç°ù°ù´Ç·É±ð°ùâ€�), hereby promises to pay to the order of â–‡â–‡â–‡â–‡â–‡â–‡ Law Firm, PLLC, or registered assigns (the â€œH´Ç±ô»å±ð°ùâ€�), the sum of $40,000.00 together with any interest as set forth herein, on September 4, 2025 (the â€œMaturity Dateâ€�), including interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the â€œInterest Rateâ€�) per annum from the date hereof (the â€œIssue Dateâ€�) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment.

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The following terms shall apply to this Note:

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Article I. Conversion Rights

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1.4 Method of Conversion.

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1.6 Effect of Certain Events.

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ARTICLE II. CERTAIN COVENANTS

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ARTICLE III. EVENTS OF DEFAULT

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If any of the following events of default (each, an â€œEvent of Defaultâ€�) shall occur:

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3.8 [Omitted].

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3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

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ARTICLE IV. MISCELLANEOUS

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If to the Borrower, to: Accredited Solutions, Inc.

Ìý

Attention: Chief Executive Officer

Ìý

If to the Holder: â–‡â–‡â–‡â–‡â–‡â–‡ Law Firm, PLLC

Ìý

Attention: â–‡â–‡â–‡â–‡ â–‡â–‡â–‡â–‡â–‡â–‡

E-mail: â–‡â–‡â–‡â–‡@â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡.â–‡â–‡â–�

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4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneysâ€� fees.

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4.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

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IN WITNESS WHEREOF, â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡ has caused this Note to be signed in its name by its duly authorized officer on September 4, 2024.

Ìý

Ìý	ACCREDITED SOLUTIONS, INC.
Ìý	Ìý	Ìý	Ìý
Ìý	Ìý	Exemplar	Ìý
Ìý	Ìý	Ìý	Ìý
	By:
Ìý	Ìý	â–‡â–‡â–‡â–‡â–‡â–‡â–� â–�. â–‡â–‡â–‡â–‡â–� Chief Executive Officer	Ìý

Ìý

EXHIBIT A

Ìý

FORM OF NOTICE OF CONVERSION

Ìý

Box Checked as to applicable instructions:

Ìý

â˜�

Ìý

Name of DTC Prime Broker: __________________________________________________

Account Number: _________________________________________________________

Ìý

â˜�

Ìý

Date of conversion: _____________________________________________

Applicable Conversion Price: $_____________________________________

Number of shares of common stock to be issued pursuant to conversion of the Notes: _______________________________________

Amount of Principal Balance due remaining under the Note after this conversion: ________________________________________

Ìý

[ Name of â–‡â–‡â–‡â–‡â–‡â–‡ ]

Ìý

By: __________________________________________________________________

Ìý

ÀÖÌìÌÃappÏÂÔØ

LEGAL SERVICES AGREEMENT

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