Best Labs, Inc. entered into a Share Exchange Agreement to acquire NOWTRANSIT INC (OTCPK:NOTR) for approximately $450 million in a reverse merger transaction on February 13, 2023. The Exchange Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will issue the Best shareholders signatory thereto 34,371,100 shares of the Company's common stock, representing approximately 85.39% of the shares of the Company's common stock to be outstanding after giving effect the transactions contemplated by or described in the Exchange Agreement, in exchange for all of the shares of Best common stock held by such AX shareholders (the “Exchange”). As consideration for its acquisition of the Ownership Interest, NOWTRANSIT shall issue the Exchange Shares to the BEST Shareholders in the amounts set forth opposite each BEST Shareholder's name on Schedule 1.01 hereto by issuing or causing the issuance of such Exchange Shares to the BEST Shareholders in book entry form with NOWTRANSIT's transfer agent. Under the Exchange Agreement, prior to the closing of the transaction (the “Closing”), Best has agreed to provide the Company with its audited financial statements, unaudited interim financial statements and all footnotes thereto prepared in accordance with generally accepted accounting principles in the United States, auditor's letters relating to its business, and such other information as may be requested by the Company to prepare and file a Form 10 under the Securities Exchange Act of 1934, which is a condition to the Closing. The parties may terminate the Exchange Agreement if the Closing does not take place on or prior to February 24, 2023, unless the parties agree to extend this date. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Parties shall do the following: Each BEST Shareholder shall transfer, convey, assign, and deliver all BEST Shares included in the Ownership Interest owned by such BEST Shareholder as set forth on Schedule 1.01 to NOWTRANSIT, together with such documents evidencing the transfer and assignments of their respective interests in BEST in the form satisfactory to NOWTRANSIT.

As of the Closing, Justin Earl, the Company's Chief Executive Officer, shall resign as an officer of the Company, effective the Closing date, and the nominees of BEST shall, as of the Closing, be appointed as the officers of the Company, with Mr. Darren Lopez, Best's Chief Executive Officer, assuming the position of the Chief Executive Officer of the Company. Justin Earl shall remain on the Company's board of directors; all other directors of the Company, if any, shall resign from the board of directors the Company, the number of directors shall be set at three and Darren Lopez and John Chymboryk shall be appointed as directors of the Company.

The transaction subject to regulatory approval and NOWTRANSIT shall have received resolutions duly adopted by BEST's board of directors approving the execution, delivery and performance of the Agreement and the transactions contemplated by the Agreement. The boards of directors of NOWTRANSIT and BEST, and the BEST Shareholders, have determined that an acquisition of all of the issued and outstanding shares of capital stock of BEST by NOWTRANSIT through a share exchange upon the terms and subject to the conditions set forth in this Agreement (the “ Share Exchange ”) would be in the best interests of NOWTRANSIT and BEST, and the boards of directors of NOWTRANSIT and BEST have each approved the Share Exchange, pursuant to which all of the right, title and interest in and to all of the issued and outstanding shares of capital stock (the “ BEST Shares ”) of BEST. The transaction is expected to close by February 24, 2023. Michael Harris of Nason, Yeager, Gerson, Harris & Fumero P.A. acted as legal advisor to NOWTRANSIT.