On July 18, 2023, KeyStar Corp. entered into a Third Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership ("Excel") in the principal amount of not more than $5,000,000 (the " Note"). The Note amends and restates that certain Second Amended and Restated Discretary Non-Revolving Line of Credit Demand Note between and Excel entered into on February 24, 2023 in the principal amount of not More than $4,000,000 (the ("Excel").

Excel is controlled by Mr. Bruce Cassidy, Secretary and sole member of board of directors (the " Board"). The Note does not constitute a committed line of credit. Loans under the Note are made by Excel in its sole and absolute discretion.

Upon repayment of any amount of principal or interest under the Note, may not reborrow under the Note. All loans made under the Note accrue interest at a fixed rate per annum equal to 15.0% (the " Fixed Rate"). As of the date of the Note, the aggregate outstanding principal balance of all loans was $3,851,876.51.

Upon each adjustment of the Warrant Exercise Price pursuant to this Article III, the number of shares of Warrant Stock purchasable hereunder shall be adjusted to the nearest whole share, to the number obtained by dividing the Aggregate Exercise Price by the Warrant Exercise Price as adjusted. Subject to applicable law, this Warrant is transferable on the books of the Company at its principal office by the registered Holder hereof upon surrender of this Warrant properly endorsed, subject to compliance with federal and state securities laws. The Company shall issue and deliver to the transferee a new Warrant or Warrants representing the Warrants so transferred.

Upon any partial transfer, the Company will issue and deliver to Holder a new Warrant or Warrants with respect to the Warrants not so transferred, at Holder's cost and expense. Notwithstanding the foregoing, Holder shall not be entitled to transfer a number of shares or an interest in this Warrant representing less than 50% of the Aggregate Exercise Price initially covered by this Warrant. Any transferee shall be subject to the same restrictions on transfer with respect to this Warrant as the Investor.

If required by the Company, in connection with each issuance of shares of Warrant Stock upon exercise of this Warrant, Holder will give: (a) assurances in writing, satisfactory to the Company, that such shares are being purchased solely for Holder's own account and not as a nominee for any other party, for investment and not with a view to the distribution thereof in violation of applicable laws, (b) sufficient information, in writing, to enable the Company to rely on exemptions from the registration or qualification requirements of applicable laws, if available, with respect to such exercise, and (c) its cooperation to the Company in connection with such compliance.