Core Insights - ZenaTech is accelerating its manufacturing and go-to-market plans for dual-use drones due to a recent White House executive order aimed at enhancing American drone capabilities, which includes faster FAA approvals and prioritization of US-made drones [1][2][3] Company Overview - ZenaTech specializes in AI drones, Drone as a Service (DaaS), enterprise SaaS, and Quantum Computing solutions, with a focus on mission-critical applications across various sectors including defense, agriculture, and logistics [8][9] - The company operates globally with seven offices in North America, Europe, Taiwan, and the UAE, and is expanding its DaaS business model and partner network [8] Product Details - The ZenaDrone 1000 is a military-grade drone with a 40 kg payload capacity, 1-hour flight time, and capabilities for real-time ISR, border patrol, and tactical resupply [5] - The ZenaDrone IQ Nano and IQ Square are compact drones designed for ISR and tactical inspection, with features for GPS-denied environments and extended flight times [6][7] Market Opportunities - The executive order supports dual-use drones by promoting faster approval processes, export reforms, and prioritization in government procurement, which will benefit US manufacturers like ZenaDrone [1][2] - The government will expand the Blue UAS program, which certifies trusted drones for federal use, and ZenaDrone is preparing for Green UAS certification as a step towards this [4] Strategic Initiatives - The executive order includes mandates for federal prioritization of NDAA-compliant drones, securing domestic supply chains, and ensuring the Department of Defense can procure high-performance US drones [2][3] - ZenaTech's CEO emphasized the importance of this national strategy in facilitating access to commercial and defense markets by reducing regulatory barriers [3]

Core Insights - ZenaTech, Inc. has launched a Drone as a Service (DaaS) specifically for US Defense and Government agencies, supported by new partnerships with consulting firms for sales assistance [1][2][3] - The DaaS model allows defense customers to deploy mission-specific drone solutions without the need for capital equipment purchases, enhancing operational agility [3][7] - ZenaTech's drone solutions, including the ZenaDrone 1000 and compact models like IQ Nano and IQ Square, are designed for various military applications, emphasizing advanced technology and modularity [4][5][10] Company Overview - ZenaTech specializes in AI drones, DaaS, enterprise SaaS, and Quantum Computing solutions, aiming to improve operational efficiencies across multiple sectors including defense [8][9] - The company operates globally with offices in North America, Europe, Taiwan, and UAE, and is expanding its DaaS business model and partner network [9] Partnerships and Strategy - ZenaDrone subsidiary has engaged Bromelkamp Government Relations and Winning Strategies Washington for lobbying and defense business development, leveraging their extensive industry experience [2][3] - The partnerships are expected to facilitate relationships with various defense agencies as ZenaTech launches its DaaS service [3] Product Offerings - The ZenaDrone 1000 features a 40 kg payload capacity, 1 hour flight time, and advanced sensors for real-time ISR, making it suitable for tactical operations [4] - The IQ Nano and IQ Square drones are designed for ISR and tactical inspection in complex environments, offering features like obstacle avoidance and extended flight time [5] Compliance and Market Position - ZenaTech is pursuing Green UAS and Blue UAS certifications to meet federal standards, which are essential for participating in Department of Defense contracts [6] - The DaaS model provides customers with reduced upfront costs and operational convenience, aligning with the growing demand for secure aerial solutions in defense [7]

Core Insights - ZenaTech, Inc. is advancing its projects in drone swarms, US military applications, and quantum computing, which will be showcased at three upcoming investor conferences [1][2] - The company emphasizes the importance of intelligent, networked systems in modern military warfare, moving beyond traditional reliance on brute force [2] Company Overview - ZenaTech specializes in AI drones, Drone as a Service (DaaS), enterprise SaaS, and quantum computing solutions for mission-critical applications [6] - The company has been enhancing its drone design and manufacturing capabilities through its subsidiary, ZenaDrone, since 2017 [6] - ZenaTech's solutions are utilized across various sectors, including law enforcement, health, government, agriculture, defense, and logistics, driving operational efficiencies and cost savings [6] Upcoming Conferences - ZenaTech will participate in the Maxim Group Virtual Tech Conference on June 4, 2025, focusing on AI and quantum computing innovations [3] - The MicroCap Rodeo Investor Conference will take place on June 6, 2025, providing a platform for ZenaTech to connect with institutional investors [4] - The CEM Bermuda Capital Event will occur from June 7-9, 2025, where ZenaTech's executives will engage in investor meetings [5] Product Innovations - ZenaDrone, a subsidiary of ZenaTech, develops autonomous drone solutions incorporating machine learning, AI, and quantum computing [7] - The ZenaDrone 1000 is utilized for crop management in agriculture and critical field cargo in defense, while the IQ Nano is designed for inventory management and security [8] - The IQ Square drone serves both indoor and outdoor applications for land surveys and inspections in commercial and defense sectors [8]

Core Insights - ZenaTech is launching a strategic initiative to utilize quantum computing and AI-powered drones for wildfire detection and response in the US Western and Coastal states, as part of its Clear Sky project aimed at mitigating billion-dollar weather events [1][4] Group 1: Technology and Innovation - The integration of quantum computing with AI drone systems enables ZenaTech to process large volumes of atmospheric and terrain data, providing near real-time wildfire predictions and response strategies with high speed and accuracy [2][5] - ZenaTech's ZenaDrone 1000 and fleets of drones equipped with advanced sensors can autonomously cover over 300 square miles, gathering environmental data for predictive modeling of wildfire spread based on various factors [3][4] Group 2: Strategic Partnerships and Expansion - ZenaTech has acquired a Portland-based land survey engineering company to enhance its Drone as a Service (DaaS) capabilities, focusing on wildfire management in the Pacific Coast areas [4] - The company plans to leverage its partnership with Wyoming Native American tribes for testing fire mitigation and monitoring of tribal lands, expanding its R&D team to 20 engineers dedicated to wildfire modeling and AI-augmented forecasting [4] Group 3: Market Context - In the previous year, there were 58 billion-dollar weather disasters globally, with 27 occurring in the US, highlighting the increasing threat of extreme weather events that ZenaTech aims to address through its innovative solutions [6]

Core Insights - ZenaTech, Inc. is advancing its "Clear Sky" project, which utilizes AI drones and quantum computing for improved weather forecasting, aiming to save lives and reduce economic losses from extreme weather events [1][3] - The company plans to expand its quantum computing project team to enhance the development of Clear Sky and other internal projects [2] - The rise in billion-dollar weather disasters highlights the need for better predictive tools, with 58 such disasters recorded globally last year [3][5] Company Overview - ZenaTech specializes in AI drones, Drone as a Service (DaaS), enterprise SaaS, and quantum computing solutions, focusing on mission-critical applications across various sectors [6] - The company has been innovating in drone design and manufacturing since 2017, serving customers in law enforcement, health, government, and industrial sectors [6] - ZenaTech operates globally with seven offices in North America, Europe, Taiwan, and the UAE, and is expanding its DaaS business model [6] Technology and Innovation - The Clear Sky project employs AI-powered drone swarms to collect real-time atmospheric data, significantly improving weather prediction accuracy [3][4] - Quantum computing enhances the processing of complex data, allowing for faster and more accurate weather forecasts [4] - The use of drones in meteorology represents a transformative approach, enabling high-frequency localized measurements that improve early warning systems for extreme weather [3][4]

Company Overview - ZenaTech, Inc. specializes in AI drones, Drone as a Service (DaaS), Enterprise SaaS, and Quantum Computing solutions, focusing on mission-critical business applications [7] - The company has been operational since 2017 and has expanded its drone design and manufacturing capabilities through its subsidiary, ZenaDrone [7] Recent Acquisition - ZenaTech has completed its fifth US acquisition by acquiring Laventure & Associates, Inc., enhancing its expertise in the powerline inspection market [1][2] - Laventure & Associates, based in Fort Pierce, Florida, has over two decades of experience and a strong portfolio of repeat customers, particularly in multi-year power line inspections [1] Market Potential - The global drone power line inspection market was valued at approximately USD 26.66 billion in 2024 and is projected to grow to USD 323.8 billion by 2032, with a CAGR of 36.63% [3] - This growth presents significant opportunities for ZenaTech to expand its DaaS services portfolio [2] Service Capabilities - ZenaTech plans to integrate land surveying and inspection expertise with advanced drone capabilities to provide faster, safer, and more precise powerline inspections [4] - The DaaS model allows customers to access drone services without the need for upfront hardware costs, maintenance, or regulatory approvals, making it scalable based on business needs [6] Product Offerings - The DaaS business will utilize the ZenaDrone 1000 and the IQ series of multifunction autonomous drones for various applications, including land surveys, power line inspections, and inventory management [5] - The business model is designed to be accessible and cost-effective, similar to an Uber-like subscription service [5]

Company Overview - ZenaTech, Inc. specializes in AI drones, Drone as a Service (DaaS), enterprise SaaS, and Quantum Computing solutions, aiming to innovate and improve processes in various sectors since 2017 [5] - The company operates globally with seven offices across North America, Europe, Taiwan, and UAE, focusing on building a DaaS business model and a global partner network [5] Acquisition Strategy - ZenaTech has announced an offer to acquire a Florida land survey engineering firm, which would enhance its DaaS presence in the rapidly growing Florida market [1] - This acquisition would be the fourth in the Southeast region and the fifth nationally, indicating a strategic expansion in the land survey sector [1] Market Growth - The global drone survey market is experiencing significant growth, projected at over 19% annually, which ZenaTech aims to leverage for building a scalable, recurring revenue business [2] - Accurate land surveys are crucial for various construction and legal projects, and the use of drones is revolutionizing the industry by significantly reducing the time required for data collection [2] DaaS Business Model - The DaaS model allows customers to access drone technology solutions on a subscription or pay-per-use basis, eliminating the need for purchasing and maintaining expensive drone hardware [3][4] - This model provides convenience and scalability for businesses and government customers, enabling them to utilize advanced drone technology without upfront costs [4] Product Offerings - ZenaDrone, a subsidiary of ZenaTech, develops autonomous drone solutions that incorporate machine learning, AI, and Quantum Computing for various applications, including agriculture and defense [6] - The ZenaDrone 1000 and IQ Nano drones are examples of products designed for crop management and inventory management, respectively, showcasing the versatility of ZenaTech's offerings [6]

Core Insights - ZenaTech, Inc. reported a strong financial performance in Q1 2025, with revenues nearly doubling, up 92% to $1.13 million compared to $591,379 in Q1 2024, driven by acquisitions and organic growth in software and drone segments [3][6] - The company launched its Drone as a Service (DaaS) business segment, aiming for a national and global presence [3][4] - ZenaTech is focused on long-term growth investments, which led to an increase in general and administrative expenses to $5.75 million in Q1 2025 from approximately $0.7 million in Q1 2024 [6] Financial Performance - Total revenues for Q1 2025 reached $1.13 million, a 92% increase from $591,379 in Q1 2024 [6] - General and administrative expenses rose to $5.75 million in Q1 2025, primarily due to investments in sales and marketing, new hires, and professional services [6] Business Development - The DaaS segment grew through the acquisition of two land survey drone servicing companies, Weddle Surveying and KJM Land Surveying, and five additional Letters of Intent for acquisitions were signed during the quarter [6] - ZenaTech acquired Othership, a UK workplace management software company, to enhance its enterprise SaaS offerings [6] Product Development - ZenaDrone finalized the third-generation design of the ZenaDrone 1000 and moved the IQ Square drone from prototype to manufacturing [6] - The company is developing a heavy-lift gas-powered ZD 1000 model for US defense applications and has commenced testing on a new high-density drone battery and proprietary communications system [6] Strategic Positioning - ZenaTech aims to disrupt legacy businesses, such as land surveys, through its DaaS model and has a pipeline of over 20 acquisitions planned for the next 12 months [4] - The company is preparing for Green UAS and Blue UAS certification to sell to the US Military and is implementing necessary cybersecurity practices [6]

[Acquisition and Membership Interests Purchase Agreement](index=1&type=section&id=ACQUISITION%20AND%20MEMBERSHIP%20INTERESTS%20PURCHASE%20AGREEMENT) [Recitals](index=1&type=section&id=RECITALS) This agreement, effective January 22, 2025, is between ZenaTech, Inc. (Purchaser), KJM Land Surveying LLC. (Company), and its members (Sellers), outlining terms for the Purchaser's acquisition of 100% of the Company's membership interests - The agreement's effective date is **January 22, 2025**[1](index=1&type=chunk) - The Purchaser is ZenaTech, Inc., and the Sellers are KJM Land Surveying LLC. and its members[1](index=1&type=chunk) - Members own **100%** of the Company's membership interests and agree to sell them to the Purchaser[3](index=3&type=chunk) [Acquisition and Sale of Company Membership Interests](index=1&type=section&id=1.%20Acquisition%20and%20Sale%20of%20Company%20Membership%20Interests) This chapter details the terms for the purchase and sale of company membership interests, including the purchase price, payment methods, closing process, and treatment of options and warrants, with the Purchaser acquiring 100% of the company for a total of **$400,000**, paid **$200,000** in cash and **$200,000** via a three-year, **6%** annual interest promissory note - The Purchaser will acquire **100%** of the Company's issued and outstanding membership interests[5](index=5&type=chunk) Purchase Price and Payment Method | Payment Type | Amount (USD) | Recipient/Notes | | :----------- | :----------- | :-------------- | | Total Purchase Price | 400,000 | | | Cash Payment | 200,000 | Paid to Schultz Law Group, P.L.L.C. as Escrow Agent | | Promissory Note Payment | 200,000 | Paid to Kenneth D. Monie (Majority Holder), three-year term, 6% annual interest, monthly principal and interest payments | - All outstanding options, warrants, or other rights to purchase Company membership interests will terminate at closing without assumption[9](index=9&type=chunk) - Members will retain certain cash items (e.g., cash, accounts receivable, prepaid expense-related cash, other current assets) and are responsible for pre-closing Company debts (e.g., accounts payable, accrued expenses, payroll, and taxes)[10](index=10&type=chunk)[13](index=13&type=chunk) - A **$20,000** shareholder retained cash amount will be reserved as working capital to cover ordinary business expenses up to **January 22, 2025**[12](index=12&type=chunk) - The Purchaser will deposit the **$200,000** cash purchase price and shareholder retained cash into an escrow account[15](index=15&type=chunk) [Representations and Warranties of the Company and the Members](index=3&type=section&id=2.%20Representations%20and%20Warranties%20of%20the%20Company%20and%20the%20Members) This chapter details the Company's and Members' representations and warranties to the Purchaser, covering organizational structure, operational qualifications, financial condition, assets, contracts, compliance, employee matters, and absence of material adverse changes, ensuring comprehensive and accurate disclosure of the Company's status - The Company is duly organized and in good standing in Florida, possessing all necessary licenses and authorizations to conduct its business[17](index=17&type=chunk) - The Company's organizational documents and meeting minutes have been provided to the Purchaser, and the Company is not in violation of its organizational documents[17](index=17&type=chunk)[18](index=18&type=chunk) - The membership interests held by the Members constitute **100%** of the Company's issued and outstanding equity prior to closing, free of any pledges, liens, or restrictions[20](index=20&type=chunk) - The Company has no subsidiaries and has never owned any subsidiaries[21](index=21&type=chunk) - The completion of the acquisition does not require any permits, authorizations, or consents from public or governmental bodies, unless the failure to obtain such would not have a material adverse effect[22](index=22&type=chunk) - Pensacola Business Brokers is the Sellers' sole agent, with fees paid by the Sellers[24](index=24&type=chunk) - The Company has provided the Purchaser with unaudited financial statements for the past three fiscal years and a balance sheet as of one business day prior to closing, which fairly present the Company's financial condition and results of operations in all material respects[25](index=25&type=chunk) - Since the balance sheet date, the Company's business has been conducted in the ordinary course, with no material adverse changes[26](index=26&type=chunk) - The Company has no undisclosed liabilities, other than those fully accrued or reserved for in the balance sheet, and those incurred in the ordinary course of business since the balance sheet date[27](index=27&type=chunk) - All Company activities comply with all applicable state, local, or foreign laws and regulations[28](index=28&type=chunk) - The Company has filed all required tax returns, all taxes have been timely paid or accrued, and there are no pending tax investigations or assessments[31](index=31&type=chunk)[32](index=32&type=chunk) - The Company owns no real property, and all leased real property is in good operating condition and complies with all applicable laws and regulations[33](index=33&type=chunk)[34](index=34&type=chunk) - The Company owns or has applied for all necessary intellectual property rights and has not received any allegations of infringing others' intellectual property[35](index=35&type=chunk) - The Company owns or leases all tangible assets necessary to conduct its business, which are in good condition and suitable for their intended use[36](index=36&type=chunk) - The Company has performed all material contractual obligations, and no events of default have occurred[37](index=37&type=chunk)[38](index=38&type=chunk) - The Company maintains insurance policies as listed in Disclosure Schedule 2.17, all policies are in effect, and premiums have been paid[39](index=39&type=chunk) - The Company has no pending or threatened litigation, investigations, or claims[40](index=40&type=chunk) - The Company has provided a complete list of employees, consultants, and collaborators, complies with all labor laws and regulations, and the acquisition will not result in any additional payment obligations[41](index=41&type=chunk)[42](index=42&type=chunk)[46](index=46&type=chunk) - The Company does not maintain employee benefit plans not listed in Disclosure Schedule 2.20, nor is it a guarantor of any other individual's or entity's liabilities or obligations[48](index=48&type=chunk) - There are no undisclosed material transactions between the Company and related parties[49](index=49&type=chunk) - All accounts receivable on the Company's balance sheet represent actual debts, arise from genuine transactions in the ordinary course of business, and are collectible[52](index=52&type=chunk) - The Company has good and valid title to all assets on its balance sheet, free of any liens, and these assets are sufficient to support the Company's ongoing business operations[53](index=53&type=chunk) [Representations and Warranties of the Majority Holder](index=7&type=section&id=3.%20Representations%20and%20Warranties%20of%20the%20Majority%20Holder) This chapter outlines the Majority Holder's representations and warranties to the Purchaser, primarily concerning their authority as the sole owner of the Company's membership interests, the enforceability of the agreement, the unrestricted nature of the interests, and the absence of pending claims, ensuring clear title and right to sell - The Majority Holder is the sole owner of the Company's membership interests, possessing full power and authority to execute and deliver this agreement[55](index=55&type=chunk) - This agreement constitutes a valid and legally binding obligation of the Majority Holder[55](index=55&type=chunk) - The Company's membership interests held by the Majority Holder are free of any transfer restrictions, taxes, security interests, or other liens[57](index=57&type=chunk) - The Majority Holder has no current claims against the Company, other than rights or claims related to their ownership of membership interests[58](index=58&type=chunk) - The Majority Holder irrevocably terminates any interest or right to purchase in any Company securities[58](index=58&type=chunk) [Representations and Warranties of Purchaser](index=7&type=section&id=4.%20Representations%20and%20Warranties%20of%20Purchaser) This chapter lists the Purchaser's (ZenaTech, Inc.) representations and warranties to the Sellers, including its organizational status as a limited liability company, authority to execute the agreement, compliance with laws, and absence of broker fees, ensuring the Purchaser's legal capacity to complete the acquisition - Purchaser ZenaTech, Inc. is a limited liability company duly organized, validly existing, and in good standing in Wyoming[62](index=62&type=chunk) - The Purchaser has full corporate power and authority to execute and deliver this agreement and to consummate the transactions contemplated by the acquisition[63](index=63&type=chunk) - The Purchaser is not in violation of any terms of its organizational documents or operating agreement, and the execution of this agreement will not result in any material breach[64](index=64&type=chunk) - The Purchaser is not responsible for any broker, intermediary, or agent fees, commissions, or expenses related to this acquisition[65](index=65&type=chunk) [Conditions to Closing](index=8&type=section&id=5.%20Conditions%20to%20Closing) This chapter details the conditions precedent for both Buyers and Sellers to complete closing, including the truthfulness of representations and warranties, authorization of agreements, signing of non-compete agreements, delivery of promissory notes and pledge agreements, absence of material adverse changes, termination of options and warrants, PPP loan forgiveness, completion of due diligence, and retention of key employees - Sellers' conditions to closing include the truthfulness of Purchaser's representations and warranties, Purchaser's authorization and execution of the agreement, the Majority Holder's execution of non-compete and non-solicitation agreements with Purchaser, Purchaser's delivery of the promissory note and pledge agreement, and Purchaser's performance of all agreement obligations[66](index=66&type=chunk) - Purchaser's conditions to closing include the truthfulness of the Company's and Majority Holder's representations and warranties, all members having sold their interests to Purchaser, and no material adverse changes since the balance sheet date[68](index=68&type=chunk)[69](index=69&type=chunk) - All agreements, arrangements, or plans related to Company equity securities have been terminated, and all options, warrants, or other rights to purchase Company equity have been terminated or exercised[70](index=70&type=chunk)[72](index=72&type=chunk) - All Company PPP loans will be forgiven prior to closing[72](index=72&type=chunk) - The Purchaser has completed due diligence and is fully satisfied[72](index=72&type=chunk) - Company employee Ricky Sears has signed a six-month part-time contract extension with a weekly compensation of **$750**[73](index=73&type=chunk) - The Majority Holder and Purchaser have executed a commercial lease agreement for the Company's current operating premises[74](index=74&type=chunk) [Covenants](index=9&type=section&id=6.%20Covenants) This chapter outlines the covenants to be observed by both Buyers and Sellers before and after closing, including maintaining insurance, restricting public statements, the Majority Holder's non-compete and non-solicitation obligations, members' indemnification of the Purchaser and Company, commitments for further actions, and efforts for PPP loan forgiveness, all aimed at protecting the Purchaser's interests and ensuring a smooth transaction - The Company shall maintain all insurance policies listed in Disclosure Schedule 2.17[75](index=75&type=chunk) - Neither party shall issue public statements regarding this agreement or its terms without the Purchaser's prior written approval[75](index=75&type=chunk) - The Majority Holder shall not engage in or assist others in the Company's real estate surveying business within the United States for **three years** post-closing, nor solicit Company employees or clients[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk) - Members irrevocably release the Company and Purchaser from all claims, liabilities, and obligations arising from their ownership of Company membership interests[81](index=81&type=chunk)[82](index=82&type=chunk) - The Purchaser and Members agree to take all reasonable and lawful actions before and after closing to facilitate the acquisition[85](index=85&type=chunk) - The Purchaser commits to actively seek forgiveness for the PPP loan; if the PPP loan is not forgiven due to Company actions prior to closing, the Purchaser may deduct the corresponding amount from the outstanding promissory note balance[87](index=87&type=chunk) [Indemnification](index=10&type=section&id=7.%20Indemnification) This chapter defines the survival period of representations and warranties and the Majority Holder's indemnification obligations and procedures to the Purchaser, covering damages from breaches of representations and warranties, third-party claims pre-closing, and Company creditor claims, subject to a deductible and cap, with certain key terms exempt from these limitations - All representations and warranties in this agreement survive for **36 months** post-closing, except for those related to capitalization, financial statements, environmental law, taxes, litigation, and employees, which survive indefinitely or until the expiration of the applicable statute of limitations[88](index=88&type=chunk)[89](index=89&type=chunk) - The Majority Holder shall indemnify the Purchaser for damages arising from breaches of representations and warranties, third-party claims occurring pre-closing, and Company creditor claims[90](index=90&type=chunk) - Indemnification obligations are subject to a **5%** deductible and a **$100,000** cap, but breaches of certain specific sections (e.g., 2.2, 2.6, 2.7, 2.10, 2.12, 2.14, 2.20, and 2.22) are not subject to these limitations[96](index=96&type=chunk) [Reserved](index=11&type=section&id=8.%20Reserved) This section is explicitly marked as 'Reserved,' indicating its content is not currently used or defined within this agreement [Miscellaneous](index=11&type=section&id=9.%20Miscellaneous) This chapter covers general terms of the agreement, including assignment, amendments, governing law, notices, severability, expenses, the Majority Holder's consulting agreement, and the entire agreement and electronic signatures, ensuring the legal effectiveness and operational details of the agreement - This agreement and any of its rights, interests, or obligations may not be assigned without the prior written consent of the Purchaser and the Majority Holder[97](index=97&type=chunk)[98](index=98&type=chunk) - Any modification, amendment, waiver, or supplement to this agreement must be in writing and signed by the Purchaser and the Majority Holder[99](index=99&type=chunk) - This agreement is governed by Florida law, and any disputes shall be exclusively governed by Florida state or federal courts[102](index=102&type=chunk) - Each party will pay its own fees and expenses related to the proposed transaction, including those of investment bankers, brokers, attorneys, and accountants[106](index=106&type=chunk) - Majority Holder Kenneth D. Monie will remain a Company executive for **one year** post-closing, with a total compensation of **$90,000**, plus benefits and other allowances, and additional bonuses based on Company revenue targets[107](index=107&type=chunk) - This agreement constitutes the entire agreement between the parties regarding the subject matter of the agreement[108](index=108&type=chunk) - The parties agree that this agreement and related documents may be executed with electronic signatures, which shall have the same force and effect as handwritten signatures[109](index=109&type=chunk) [Exhibits](index=21&type=section&id=EXHIBITS) [Exhibit A - Members](index=21&type=section&id=EXHIBIT%20A%20-%20MEMBERS) Exhibit A lists the Company's members and their respective equity ownership percentages Member Equity Holdings | Member Name | Equity Percentage | | :---------- | :---------------- | | Kenneth D. Monie | 99.9% | | Michael Watts Austin | 0.1% | [Exhibit B - Note](index=22&type=section&id=EXHIBIT%20B%20-%20NOTE) Exhibit B is a copy of the promissory note referenced in the agreement - Exhibit B contains details of the promissory note, which is part of the purchase price, for **$200,000**, with a **three-year** term and a **6%** annual interest rate[6](index=6&type=chunk)[115](index=115&type=chunk) [Exhibit C - Pledge](index=23&type=section&id=EXHIBIT%20C%20-%20PLEDGE) Exhibit C is a copy of the pledge agreement referenced in the agreement, used to secure payment of the promissory note - Exhibit C contains details of the pledge agreement, which grants the Majority Holder a first-priority lien on the Company's membership interests to secure payment of the promissory note[6](index=6&type=chunk)[116](index=116&type=chunk) [Exhibit D - Escrow Agreement](index=24&type=section&id=EXHIBIT%20D%20-%20ESCROW%20AGREEMENT) Exhibit D is a copy of the escrow agreement, executed by the Purchaser, Majority Holder, Company, and escrow agent Schultz Law Group, P.L.L.C., outlining the terms for escrow and payment of the cash portion of the purchase price and shareholder retained cash - The escrow agreement is executed by the Purchaser, Majority Holder, Company, and Schultz Law Group, P.L.L.C. (Escrow Agent)[15](index=15&type=chunk)[119](index=119&type=chunk) - The Escrow Agent will hold and disburse funds according to the closing statement signed by both parties[120](index=120&type=chunk) - If there is a dispute between the parties regarding fund disbursement, the Escrow Agent may disburse funds based on written mutual agreement or by initiating an interpleader action in court[120](index=120&type=chunk) - The Escrow Agent is not liable for losses due to any party's financial condition or misrepresentations, insufficient legal effect, breach, financial institution insolvency, or other similar reasons[120](index=120&type=chunk) [Disclosure Schedule](index=28&type=section&id=Disclosure%20Schedule) [Table of Contents](index=29&type=section&id=Table%20of%20Contents) The Disclosure Schedule Table of Contents lists all detailed disclosures, covering assets, personnel, capitalization, expenses, liabilities, real property, intellectual property, contracts, insurance, litigation, and employees - The Disclosure Schedule includes detailed information on assets, personnel, capitalization, expenses, liabilities, real property, intellectual property, contracts, insurance, litigation, employees, related party transactions, and accounts receivable and payable[129](index=129&type=chunk) [Disclosure Schedule 2.1 - Officers and Directors](index=30&type=section&id=Disclosure%20Schedule%202.1%20-%20Officers%20and%20Directors) Disclosure Schedule 2.1 lists the Company's officers and directors Company Officers and Directors | Name | Position/Notes | | :---------------- | :------------- | | Kenneth Daniel Monie | | | Mike Austin | | | Stephen Moorhead | Registered Agent, non-voting | [Disclosure Schedule 2.3 - Capitalization Schedule](index=31&type=section&id=Disclosure%20Schedule%202.3%20Capitalization%20Schedule) Disclosure Schedule 2.3 details the Company's equity capitalization structure Company Equity Capitalization Structure | Member Name | Equity Percentage | | :---------------- | :---------------- | | Kenneth Daniel Monie | 99.9% | | Mike Austin | 0.1% | [Disclosure Schedule 2.6 - Brokers Fees Due](index=32&type=section&id=Disclosure%20Schedule%202.6%20-%20Brokers%20Fees%20Due) Disclosure Schedule 2.6 lists the broker fees payable due to this acquisition Broker Fees Due | Recipient | Amount (USD) | Payer | | :---------------- | :----------- | :---- | | Pensacola Business Brokers | 34,000 | Sellers | [Disclosure Schedule 2.8 - Adverse Changes](index=33&type=section&id=Disclosure%20Schedule%202.8%20-%20Adverse%20Changes) Disclosure Schedule 2.8 states that no material adverse changes have occurred in the Company's business since the balance sheet date - No material adverse changes have occurred in the Company's business since the balance sheet date[133](index=133&type=chunk) [Disclosure Schedule 2.9 - Liabilities](index=34&type=section&id=Disclosure%20Schedule%202.9%20-%20Liabilities) Disclosure Schedule 2.9 details the Company's accounts payable and annual bills, including insurance, utilities, payroll, operating expenses, and annual subscription fees Accounts Payable (to be paid by former management) | Item | Amount (USD) | Bill Date | Next Due Date | | :-------------------------------- | :----------- | :-------- | :------------ | | Auto Insurance | 822.75 | 18th | 2/8/25 | | Republic Services | 183.00 | 25th | 2/15/25 | | Cox Cable | 230.00 | 19th | 2/9/25 | | Culligan | 20.00 | 30th | 2/15/25 | | Professional Liability Insurance | 1,421.95 | 14th | 2/8/25 | | Florida Power and Light | 262.54 | 18th | 2/6/25 | | ECUA | 47.38 | 19th | 2/5/25 | | Verizon | 1,000.00 | 15th | 2/15/25 | | Colonial Life (Supplemental Insurance) | 140.00/week | 20th | 2/12/25 | | Payroll (1/12-1/18) | 10,169.22 | | 1/22/25 | | **Total** | **11,899.22**| | | Operating Expenses (Prepaid) | Item | Amount (USD) | Bill Date | Next Due Date | | :---------------------------- | :----------- | :-------- | :------------ | | CPC | 121.00 | 2nd | 2/17/25 | | Rocky's Termite | 55.00 | | 2/1/25 | | Florida Blue Health Insurance | 3,525.77 | 1/4/25 | 1/15/25 | Annual Bills (Prepaid) | Item | Amount (USD) | Next Due Date | | :------------------------ | :----------- | :------------ | | Caspio | 2,100.00 | 2/21/25 | | Godaddy (kjmsurvey.com) | 45.00 | 11/2025 | | Godaddy (kimsurveying.com) | 185.00 | 8/2031 | | Autocad | 7,500.00 | 4/2026 | | Autocad | 2,600.00 | 4/2025 | | Dropbox | 170.00 | 12/2025 | | HBA | 800.00 | 3/25 | | General Liability | 2,200.00 | 6/23/25 | | Microsoft | 100.00 | 12/2025 | [Disclosure Schedule 2.10 - Indebtedness](index=38&type=section&id=Disclosure%20Schedule%202.10%20-%20Indebtedness) Disclosure Schedule 2.10 states that the Company has no undisclosed indebtedness - The Company has no undisclosed indebtedness[138](index=138&type=chunk) [Disclosure Schedule 2.13 - Real Property](index=39&type=section&id=Disclosure%20Schedule%202.13%20-%20Real%20Property) Disclosure Schedule 2.13 states that the Company does not own any real property - The Company does not own any real property[139](index=139&type=chunk) [Disclosure Schedule 2.14 - Intellectual Property Rights](index=40&type=section&id=Disclosure%20Schedule%202.14%20-%20Intellectual%20Property%20Rights) Disclosure Schedule 2.14 states that the Company has no known intellectual property rights - The Company has no known intellectual property rights[140](index=140&type=chunk) [Disclosure Schedule 2.16 - Contracts](index=41&type=section&id=Disclosure%20Schedule%202.16%20-%20Contracts) Disclosure Schedule 2.16 details the Company's significant contracts, including Caspio platform subscriptions, CPC Office Technologies copier lease, Republic Services waste disposal agreement, and other routine subscription services - Caspio platform subscription costs **$2,322.00 per year**, with the next payment due on **February 21, 2025**[142](index=142&type=chunk) - CPC Office Technologies contract invoice shows contract number SYSMO KL04-01 for **$125.64**, with a service period from **October 2, 2019, to October 1, 2025**, and a **12-month** renewal[145](index=145&type=chunk)[146](index=146&type=chunk) - The Republic Services waste disposal service agreement has an initial term of **36 months** from the service commencement date and automatically renews for **36 months** unless either party provides written termination notice **60 to 180 days** before the current term ends[165](index=165&type=chunk) - The Republic Services agreement requires customers to pay all charges within **20 days** of the invoice date, with late payments incurring a late fee[170](index=170&type=chunk) - The Republic Services agreement includes additional service fees such as a container removal fee of **$219.01**, a container relocation fee of **$265.00**, and an extra service/pickup fee of **$241.50**[171](index=171&type=chunk)[172](index=172&type=chunk) Subscription Services (Prepaid) | Item | Amount (USD) | Next Due Date | | :---------- | :----------- | :------------ | | Adobe | 19.99 | 2/2/25 | | Adobe | 19.99 | 2/7/25 | | Wix | 34.00 | 2/9/25 | | Eversign | 9.99 | 2/2/25 | | Linxup | 105.00 | 2/4/25 | | Gmail Suite | 64.00 | 2/1/25 | | Gmail Storage | 54.00 | 2/1/25 | [Disclosure Schedule 2.17 - Insurance](index=57&type=section&id=Disclosure%20Schedule%202.17%20-%20Insurance) Disclosure Schedule 2.17 details the Company's insurance policies, including general liability, professional liability, and auto insurance, along with Evanston Insurance Company's general policy statements, privacy notice, claims reporting guidelines, and various endorsements and exclusions - The Company holds insurance policies including general liability, professional liability, and auto insurance[220](index=220&type=chunk) - KJM Land Surveying LLC's policy number is **3AA797656**, with a policy period from **June 23, 2024, to June 23, 2025**[222](index=222&type=chunk) Policy Fee Details | Item | Amount (USD) | | :---------------- | :----------- | | Policy Premium | 2,021.00 | | Inspection Fee | 104.78 | | Taxes | 100.00 | | EMPA Surcharge | 1.27 | | Policy Fee | | | Service Fee | | | Citizens Assessment | | | FHCF Assessment | | | **Total** | **2,227.05** | - Evanston Insurance Company's privacy notice explains how the company collects, shares, and protects customer personal information, noting federal and state laws grant customers rights to limit certain information sharing[235](index=235&type=chunk)[236](index=236&type=chunk) - Claims reporting guidelines provide contact information for reporting new claims and sending supplemental information, including email, fax, and phone[244](index=244&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk) - The OFAC advisory notice states that if the insured or any beneficiary violates U.S. sanctions laws or is identified by OFAC as a 'Specially Designated National and Blocked Person,' the insurance will be considered a blocked contract, and no payments or premium refunds may be made without OFAC authorization[252](index=252&type=chunk) Commercial General Liability Limits | Item | Limit (USD) | | :-------------------------------- | :---------- | | General Aggregate (other than Products/Completed Operations) | 2,000,000 | | Products/Completed Operations Aggregate | 2,000,000 | | Personal and Advertising Injury | 1,000,000 | | Each Occurrence | 1,000,000 | | Damage to Premises Rented to You | 100,000 | | Medical Expense | 5,000 | - General policy conditions stipulate terms for policy cancellation, changes, examination of books and records, inspections and surveys, premium payments, and transfer of rights and duties[269](index=269&type=chunk)[270](index=270&type=chunk)[271](index=271&type=chunk)[272](index=272&type=chunk)[274](index=274&type=chunk)[275](index=275&type=chunk)[276](index=276&type=chunk) - The Nuclear Energy Liability Exclusion endorsement excludes bodily injury or property damage caused by the hazardous properties of nuclear material or the operation of nuclear facilities[279](index=279&type=chunk)[281](index=281&type=chunk) - The Service of Suit endorsement stipulates that the insurer will submit to the jurisdiction of any court of competent jurisdiction within the United States if the insurer fails to pay amounts due[288](index=288&type=chunk) - The Civil Union Change endorsement extends all references to 'spouse' or 'family member' in the policy to include a party to a civil union or domestic partnership recognized under applicable statutes[291](index=291&type=chunk) - The Trade or Economic Sanctions endorsement states that no insurance is provided if providing such insurance, paying a claim, or providing a benefit would cause the insurer to violate any applicable trade or economic sanctions law or regulation[295](index=295&type=chunk) - Commercial General Liability Coverage A covers legal liability for 'bodily injury' or 'property damage' and includes multiple exclusions such as expected or intended injury, contractual liability, liquor liability, workers' compensation, employer's liability, pollution, aircraft/auto/watercraft, mobile equipment, war, damage to property, damage to your product, damage to your work, impaired property or property not physically injured, product recall, personal and advertising injury, and electronic data[306](index=306&type=chunk)[308](index=308&type=chunk)[309](index=309&type=chunk)[311](index=311&type=chunk)[312](index=312&type=chunk)[316](index=316&type=chunk)[318](index=318&type=chunk)[320](index=320&type=chunk)[321](index=321&type=chunk)[322](index=322&type=chunk)[325](index=325&type=chunk)[326](index=326&type=chunk)[327](index=327&type=chunk)[328](index=328&type=chunk)[329](index=329&type=chunk)[330](index=330&type=chunk)[332](index=332&type=chunk) - Commercial General Liability Coverage B covers legal liability for 'personal and advertising injury' and includes multiple exclusions such as intentional infringement of rights, knowingly false publication of material, publication of material prior to policy period, criminal acts, contractual liability, breach of contract, failure to conform to quality or performance, wrong price description, infringement of copyright/patent/trademark/trade secret, insureds in media and internet business, electronic chatrooms or bulletin boards, unauthorized use of another's name or product, pollution, and war[337](index=337&type=chunk)[339](index=339&type=chunk)[340](index=340&type=chunk)[341](index=341&type=chunk)[342](index=342&type=chunk)[343](index=343&type=chunk)[344](index=344&type=chunk)[345](index=345&type=chunk)[346](index=346&type=chunk)[348](index=348&type=chunk)[349](index=349&type=chunk)[350](index=350&type=chunk)[351](index=351&type=chunk)[352](index=352&type=chunk)[354](index=354&type=chunk) - Commercial General Liability Coverage C covers medical expenses for 'bodily injury' caused by an accident and includes multiple exclusions such as the insured, employed persons, injury to persons usually occupying premises, workers' compensation, athletic activities, and products-completed operations hazard[355](index=355&type=chunk)[356](index=356&type=chunk)[357](index=357&type=chunk)[358](index=358&type=chunk)[359](index=359&type=chunk)[360](index=360&type=chunk) - The policy defines key terms such as 'advertisement,' 'auto,' 'bodily injury,' 'coverage territory,' 'employee,' 'executive officer,' 'hostile fire,' 'impaired property,' 'insured contract,' 'leased worker,' 'loading or unloading,' 'mobile equipment,' 'occurrence,' 'personal and advertising injury,' 'pollutants,' 'products-completed operations hazard,' 'property damage,' 'suit,' 'temporary worker,' 'volunteer worker,' 'your product,' and 'your work'[396](index=396&type=chunk)[397](index=397&type=chunk)[399](index=399&type=chunk)[400](index=400&type=chunk)[401](index=401&type=chunk)[405](index=405&type=chunk)[406](index=406&type=chunk)[407](index=407&type=chunk)[408](index=408&type=chunk) [Disclosure Schedule 2.18 - Litigation](index=40&type=section&id=Disclosure%20Schedule%202.18%20-%20Litigation) Disclosure Schedule 2.18 states that the Company has no pending or threatened litigation - The Company has no pending or threatened litigation[40](index=40&type=chunk) [Disclosure Schedule 2.19 - Employment](index=41&type=section&id=Disclosure%20Schedule%202.19%20-%20Employment) Disclosure Schedule 2.19 details the Company's employee, consultant, and collaborator information, stating compliance with labor laws and that the acquisition will not result in additional payment obligations - Disclosure Schedule 2.19 contains a complete list of all Company employees, consultants, and collaborators, including position, start date, compensation, accrued vacation, and equity incentive information[41](index=41&type=chunk) - The Company has not entered into any collective bargaining agreements, has experienced no strikes, and complies with all employment laws and regulations[42](index=42&type=chunk) - The acquisition will not result in any additional payment obligations for the Company to any employee, consultant, or other party, nor will it grant any employee or consultant the right to terminate or modify their relationship with the Company[46](index=46&type=chunk) [Disclosure Schedule 2.22 - Related Party Transactions](index=49&type=section&id=Disclosure%20Schedule%202.22%20-%20Related%20Party%20Transactions) Disclosure Schedule 2.22 states that there are no undisclosed material transactions or debts between the Company and related parties - There are no undisclosed debts or material contracts between the Company and current or former employees, consultants, officers, members, directors, or related parties[49](index=49&type=chunk)[50](index=50&type=chunk) [Disclosure Schedule 2.24 - Accounts Receivables and Accounts Payables](index=52&type=section&id=Disclosure%20Schedule%202.24%20-%20Accounts%20Receivables%20and%20Accounts%20Payables) Disclosure Schedule 2.24 states that all Company accounts receivable are genuine and collectible, with no material bad debt write-offs since the balance sheet date - All accounts receivable reflected in the Company's balance sheet or accounting records represent actual debts, arise from genuine transactions in the ordinary course of business, and are collectible[52](index=52&type=chunk) - Since the balance sheet date, the Company has not experienced any write-offs of customer accounts receivable, except for those in the ordinary course of business[52](index=52&type=chunk) [Final Audit Report](index=94&type=section&id=Final%20Audit%20Report) The final audit report documents the creation, sending, and electronic signing process of the KJM Membership Agreement, confirming the signing dates and times for all parties [KJM Membership Agreement Pages 1-93 - Documents Part 2 of 3 History](index=94&type=section&id=KJM%20Membership%20Agreement%20Pages%201-93%20-%20Documents%20Part%202%20of%203%20History) This section records the electronic signature history of the KJM Membership Agreement, including document creation, sending for signatures, and final signature completion times - The document was created by KIMBERLY OKELLEY on **January 22, 2025**[413](index=413&type=chunk) - James Sherman signed the document on **January 22, 2025, at 7:00:50 PM GMT**[413](index=413&type=chunk) - Kenneth D. Monie signed the document on **January 22, 2025, at 7:04:09 PM GMT**[413](index=413&type=chunk) - Kerry Anne Schultz, Esq. signed the document on **January 22, 2025, at 7:39:38 PM GMT**[414](index=414&type=chunk) - Michael Watts Austin signed the document on **January 22, 2025, at 9:19:38 PM GMT**[414](index=414&type=chunk) - The agreement was completed on **January 22, 2025, at 9:19:38 PM GMT**[414](index=414&type=chunk)

Company Overview - ZenaTech, Inc. specializes in AI drones, Drone as a Service (DaaS), enterprise SaaS, and Quantum Computing solutions, and is expanding its presence in the UAE by establishing a new office in Dubai to offer DaaS services [1][7] - The company plans to hire two business development managers and up to four additional drone pilots to support this expansion [1] Market Insights - The global drone cleaning services market, which includes drone power washing, was valued at approximately USD 4.36 billion in 2023 and is projected to reach USD 13.2 billion by 2030, growing at a CAGR of almost 17% [2] - The demand for tech-enabled maintenance solutions is rising, driven by the need for safe, efficient, and cost-effective services [3] Product Details - The ZenaDrone IQ Square is an advanced AI-powered autonomous drone designed for various applications, including power washing, with a payload capacity of up to seven kilograms and a flight time of approximately 20 minutes [5] - ZenaTech's DaaS model offers customers a subscription or pay-per-use basis, eliminating the need for upfront costs associated with drone hardware and regulatory approvals [6] Strategic Location - Dubai's high density of skyscrapers and challenging climate make it an ideal location for drone-powered cleaning services, supported by regulations mandating regular window cleaning [4]