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namtae

07/28/22 10:22 AM

#192738 RE: beer$$money #192736

Yes indeed, NY will be the precedent for other states to nail toxics on usury

Auctus also failed to register as a securities dealer, which has seen many of the sleazeball toxic lenders lose in court and more than unwind those notes

However, the complaint filed by PCT makes no such accusation. PCT and their advisors are out of touch and dont know wth is going on in the public markets

Another embarrassment

dade

07/28/22 12:47 PM

#192742 RE: beer$$money #192736

COUNTERCLAIMS OF AUCTUS

Auctus asserts the following counterclaims:

JURISDICTION

1. The counterclaim plaintiff, Auctus Fund, LLC ("Auctus"), brings these counterclaims in response to the Complaint brought by counterclaim defendant PCT, LTD ("PCT") against Auctus.
FACTS

2. On March 13, 2019 Auctus entered into a Securities Purchase Agreement ("Purchase Agreement") with PCT for the purchase of a Convertible Promissory Note ("Note") from PCT in the original principal amount of $75,000. PCT also issued a warrant to Auctus for the purchase of a certain number of shares of PCT common stock ("Warrant").

3. On October 16, 2019, Auctus notified PCT that it was in default under the Note.

4. After negotiations between PCT and Auctus, the parties entered into a Conditional Settlement Agreement ("Settlement Agreement") dated October 26, 2020 in order to resolve PCT's default under the Note.
5. At no point in time during settlement negotiations did PCT and Auctus discuss the release or discharge of the Warrant as part of the Settlement Agreement.
6. Neither the Settlement Agreement nor the Mutual Release executed by PCT and Auctus in connection with the Settlement Agreement refer in any way to the Warrant.
7. The Settlement Agreement and Mutual Release do not release, resolve or otherwise dispose of any rights of Auctus under the Warrant.
8. On December 10, 2021, Auctus attempted to exercise its rights under the Warrant to acquire 39,339,900 shares of common stock of PCT.
9. PCT had an obligation to reserve sufficient shares of common stock of PCT such that Auctus could exercise its rights under the Warrant.
10. On December 13, 2021, Auctus was advised by Standard Registrar and Transfer Company that PCT had failed to reserve sufficient shares of common stock for the exercise by Auctus of its rights under the Warrant to obtain 39,339,900 shares of common stock of PCT.
11. On December 14, 2021, Auctus exercised its rights under the Warrant to acquire 2,548,461 shares of common stock of PCT. The exercise by Auctus of its rights under the Warrant to acquire 2,548,461 shares of common stock of PCT was consented to and approved by PCT.
12. PCT has failed to reserve adequate shares of common stock for Auctus to exercise its rights under the Warrant.

13. PCT has refused to honor the exercise by Auctus of its rights under the Warrant.

14. PCT has asserted that Auctus released its rights under the Warrant.

15. PCT has asserted that Auctus wrongfully attempted to exercise its rights to acquire shares of common stock of PCT.
16. PCT has asserted that Auctus wrongly exercised its rights to acquire shares of common stock of PCT.
17. Auctus asserts that PCT has breached the Warrant by failing to reserve adequate shares of common stock.
18. Auctus asserts that PCT has breached the Warrant by failing to honor the attempted exercise by Auctus of its rights under the Warrant to acquire 39,339,900 shares of common stock of PCT.
19. Auctus asserts that it rightfully obtained 2,548,461 shares of common stock of

PCT.

20. Auctus asserts that it has not released any of its rights under the Warrant and that it has maintained all of its rights under the Warrant.
21. Auctus delivered an executed Mutual Release to PCT on February 4, 2022 and has completed all of its obligations under the Settlement Agreement.

Counterclaim Count One Declaratory Judgment [28 U.S. Code §2201)

22. Auctus repeats and realleges the allegations contained in Counterclaims paragraphs 1 through 21 as though fully set forth herein.
23. PCT asserts that Auctus has waived any rights it held under the Warrant as part of the Settlement Agreement and Mutual Release.
24. Auctus disputes that it has released any of its rights under the Warrant, and asserts that it maintains all of its rights under the Warrant.
25. An actual controversy therefore exists between Auctus and PCT about whether the Settlement Agreement and Mutual Release released any rights of Auctus under the Warrant.
26. Pursuant to 28 U.S. Code §2201, Auctus is entitled to a declaration that the Settlement Agreement and Mutual Release did not resolve, release or otherwise dispose of any rights of Auctus under the Warrant and that Auctus is entitled to retain the 2,548,461 shares of PCT common stock it acquired pursuant to its exercise of rights under the Warrant.

Counterclaim Count Two Breach of Contract

27. Auctus repeats and realleges the allegations contained in Counterclaims paragraphs 1 through 26 as though fully set forth herein.
28. Auctus entered into the Settlement Agreement with PCT, for good and valuable consideration, in order to resolve disputes relating to the Note.
29. The Settlement Agreement and Mutual Release did not resolve, release or otherwise dispose of any rights of Auctus under the Warrant.

30. PCT has refused to honor the rights of Auctus under the Warrant and has breached the Warrant by failing to reserve an adequate number of shares of common stock of PCT for Auctus to exercise its rights under the Warrant.
31. PCT breached the Warrant by not permitting Auctus to exercise its rights under the Warrant on December 10, 2021 to acquire 39,339,900 shares of common stock of PCT.
32. By refusing to honor the exercise by Auctus of its rights under the Warrant, PCT has caused Auctus to incur substantial damages.
33. By reason of the foregoing, Auctus is entitled to an award of compensatory and consequential damages, together with attorneys' fees, costs and expenses.
JURY DEMAND

Auctus demands a trial by jury on all issues, claims and defenses so triable.

AISI304

07/28/22 12:54 PM

#192743 RE: beer$$money #192736

So glad I still sit on money made
and I look ahead to move up! GL

$PCTL