Xalles Holdings Inc (XALL)

[5%PerDayCompounded]

Opinion Letter May 10, 2021 Had the same language.

7. Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended, defines a ‘shell
company,’ as a company which has no or nominal operations and either (i) no or nominal
assets, (ii) assets consisting solely of cash and cash equivalents, or (iii) assets consisting of
any amount of cash and cash equivalents and nominal other assets). It is my opinion that
the Issuer is not, as of the date hereof, a ‘shell company.” However, it was previously a
‘shell company.’

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