April 19, 2017
Xxxx Foods International, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
April 19, 2017
Alkame Holdings, Inc. Attn: Xxxxxx X. Xxxxx
0000 Xxxxxxx Xxxx, Xxxxx X #000
Xxx Xxxxx, XX 00000
Dear Xxxxxx:
This Letter Agreement (the “Letter”) is made and entered into by and between Xxxx Foods International, Inc., an Oregon corporation (“Seller”) and Alkame Holdings, Inc., a Nevada corporation (“Buyer”). Reference is hereby made to the Equipment Lease Agreement dated simultaneous herewith and executed by Buyer and Seller (the “Equipment Agreement”). Buyer and Seller wish to supplement the Equipment Agreement as specifically provided in this Letter. The effective date of the Equipment Agreement is May 1, 2017, and this Letter shall also be effective as of such date (the “Effective Date”).
Pursuant to verbal agreement of Buyer and Seller, Seller has agreed to assign to Buyer all of its accounts receivable as of the Effective Date, which will be reported to Buyer on the Effective Date (the “A/R”). In consideration for such assignment of the A/R, Buyer has agreed to assume and pay all of Seller’s trade accounts payable as of the Effective Date, which will be reported to Buyer on the Effective Date (the “A/P”).
Included in the A/P is a loan payable to Xxxxx Xxxx in the sum of One Hundred Fifty Thousand Dollars ($150,000) (the “Xxxx Note”). Included in the A/R are monies payable to Seller from its customer Xxxxxxxx Sonoma, Inc. (the “WS Receivable”).
Between the date of this Letter and the Effective Date, Seller shall apply the WS Receivable to pay portions of the A/P, which may include the Xxxx Note. In the event that at any time prior to the Effective Date some portion of the A/P come due and there is insufficient cash available to satisfy such obligations, Xxxxx Xxxx may
loan additional funds to Seller which shall be added to and become part of the unpaid balance of the Xxxx Note. As of the Effective Date, Seller hereby assigns the A/R to Buyer, and Buyer hereby assumes and agrees to pay and hold Seller harmless from the A/P. With respect to the Xxxx Note, Buyer shall pay the full unpaid principal balance thereon on the Effective Date. Buyer shall indemnify, defend and Hold Seller and its shareholders, officers, directors, agents, employees from and against any and all claims, liabilities, actions, and damages related to the A/P. Buyer acknowledges that Xxxxx Xxxx may enforce the obligation of Buyer to pay the Xxxx
Note as provided in this Letter.
The agreements of the Parties set forth in this Letter shall be deemed to be an addition to the Equipment
Agreement and shall be incorporated therein by this reference as if they were an original part thereof. It is so agreed as of the date first set forth above.
SELLER:
BUYER:
Xxxx Foods International, Inc.
Alkame Holdings, Inc.
By:
By: Xxxxxx X. Xxxxx
Xxxxx X. Xxxx, President
Xxxxxx X. Xxxxx, CEO
4847-8857-0182, v. 2
