ASSET PURCHASE AGREEMENT by and among SINFIT NUTRITION, INC., and YOURGANICS, INC "Seller" or "YRGSINC" Dated and Effective as of April 1, 2021

EXHIBIT 6.2

by and among

SINFIT NUTRITION, INC.,

"Purchaser" or "SINFIT"

and

YOURGANICS, INC
"Seller" or "YRGSINC"

Dated and Effective as of April 1, 2021

This document is intended solely to facilitate discussions among the parties. This document is not intended to create, nor will it be deemed to create, a legally binding or enforceable offer or agreement of any type or nature, unless and until it is agreed upon and executed by the parties.

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the "Agreement") made and entered into this 1st day of April, 2021 (the "Execution Date"), by and between SINFIT NUTRITION, Inc., a Colorado corporation ("SINFIT" or the "Purchaser"), and Yourganics, Inc a Texas Corporation ("YRGSINC" or "Seller"). The Purchaser and the Seller are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties".

BACKGROUND:

WHEREAS, the Seller is the owner of YRGSINC (the "Company"), a company that operates a nutritional supplements company (the "Business"); and

WHEREAS, Purchaser has approached the Seller with the intention and desire of purchasing certain assets of the Business in accordance with the terms and provisions of this Agreement; and

WHEREAS, the Seller recognizes that its agreement to the terms of this Agreement is a material inducement for the Purchaser to enter into this Agreement; and

WHEREAS, all provisions, obligations, and rights expounded within this agreement are conditioned upon and operate solely under the assumption that the Seller and Purchaser have entered into a business arrangement, and acting without duress, have executed this Agreement freely and willfully with the intention of committing to the business venture as set forth below and hereby express their desires to be held to the requirements, obligations, and rights set hereunder.

IN CONSIDERATION of the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows:

I. PURCHASE

A. The Sale

Purchased Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties, and conditions set out in this Agreement, the Seller hereby sells the following assets of the Company (collectively hereinafter referred to as the "Purchased Assets"), free and clear of all liens, restrictions, claims or encumbrances of any kind, nature or description (except hereinafter set forth):

All inventory on hand as more particularly described in Exhibit A, attached hereto and made a part hereof, including, but not limited to, product, packaging and raw material and anything else relating to products, any marketing material, clothing/swag and samples as further outlined in Exhibit A.

ii)

The Intellectual Property as more particularly described in Exhibit B, attached hereto, and made a part hereof

iii)

All outstanding accounts receivable owed to the Seller as of the date of this agreement

iv)

All inventory held by the seller as of the date of this agreement.

Goodwill: to include but not limited to complete customer list including full up to date contact details in the sellers possession (both business to business and business to consumer), Amazon store and any other online stores owned by the Seller outside of their standard 'corporate' website, recurring revenue, monthly average sales information and complete customer breakdown; all "Yourganics' intellectual property. The research development documentation and intelligence as described in Exhibit C, attached hereto, and made a part hereof.

Excluded Assets. Notwithstanding anything herein contained to the contrary, this sale does not include any cash or cash equivalents on hand, or any cash or cash equivalents in financial or investment institutions or any assets of the Business not specifically provided for in Section IA(I) above and the schedules and exhibits annexed hereto. Furthermore, the Purchaser understands and agrees that the Purchased Assets being sold hereunder are strictly limited to only those assets of the Business provided for in Section L4(I) above and do not include am. other assets of the Business.

B. The Purchase Price and Payment

The price to be paid by the Purchaser to the Seller for the Purchased Assets will be $30,000.00 USD (the "Purchase Price"). The Purchase Price shall be payable on the Closing Date as follows:

$30.000.00 USD (the "Purchase Price") paid by wire transfer, certified or bank check at Closing for disbursement according to the Seller's direction.

The Parties agree to cooperate in the filing of all sections under the Internal Revenue Code and under any other applicable taxation legislation both Federal, State and Local. The Parties will agree to allocate the Purchase Price among the Purchased Assets for tax purposes in accordance with the allocation schedule attached hereto as Exhibit E (the "Allocation Schedule"). The Parties agree to file all income tax returns in a manner consistent with the Allocation Schedule and to not take any position for income tax purposes that is inconsistent with the Allocation Schedule unless required to do so by applicable law.

Each Party shall be responsible for any taxes assessed on such party of any kind, including state and local sales taxes, if any, arising from or in connection with the transaction contemplated hereunder. Each Party hereby indemnifies the other party from and against any liability, loss, expense, interest, and penalties in connection therewith.

C. Closing

The closing of the transactions contemplated by this Agreement (the "Closing") will occur simultaneously with the signing of this Agreement on the Execution Date. The Closing shall take place through an exchange of consideration and documents using wire transfers, overnight courier services, electronic mail, and/or facsimile transmission on the date hereof and shall be effective as of 12:00:01 a.m. on the Execution Date.

2) Closing Deliverables by Seller. At the Closing, the Seller will deliver to Purchaser the following:

a Xxxx of Sale (the "Xxxx of Sale"), duly executed by the Seller, transferring to the Purchaser good title to all tangible and intangible assets comprising the Purchased Assets, the form of which is attached hereto as Exhibit F;

ii)

a copy of resolutions duly adopted by the authorized governing body of Seller authorizing and approving the transactions contemplated hereby, Seller's performance of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and the other documents described herein to which Seller is a party, certified by an appropriate officer of Seller;

iii)

access to the Purchased Assets for the Purchaser to take possession and accept the buyer will have the right to operate the business;

iv)

any other instruments or documents that this Agreement may require or as the Purchaser reasonably deems necessary to effect the transactions contemplated hereby.

3) Closing Deliveries by the Purchaser. At the Closing, the Purchaser will deliver to Seller each of the following:

the Purchase Price payment;

ii)

a copy of resolutions duly adopted by the authorized governing body of Purchaser authorizing and approving the transactions contemplated hereby, Purchaser's performance of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and the other documents described herein to which Purchaser is a party, certified by an appropriate officer of the Seller; and

iii)

any other instruments or documents that this Agreement may require or as the Seller reasonably deem necessary to effect the transactions contemplated hereby.

II. REPRESENTATIONS AND WARRANTIES OF THE PARTIES

A. Seller's Representations and Warranties

1) The Seller represents and warrants to the Purchaser that:

The Seller is the absolute beneficial owner of the Purchased Assets, free and clear of any liens, charges, encumbrances, or rights of others, and is exclusively entitled to dispose of the Purchased assets upon execution of this Agreement.

There has been no act or, to the best of Seller's knowledge, omission by the Seller that would give rise to any valid claim relating to a commission, finder's fee, or other similar payment.

The Seller is a resident of the United States for the purposes of the Internal Revenue Code.

The Seller has no knowledge that any representation or warranty given to the Purchaser in this Agreement is inaccurate or false.

The representations and warranties given in this Agreement are the only representations and warranties; no other representation or warranty, either express or implied, has been given by the Seller to the Purchaser.

The Seller warrants to the Purchaser that each of the representations and warranties made by it is accurate and not misleading as of the Closing Date. The Seller acknowledges that the Purchaser is entering into this Agreement in reliance on each warranty and representation.

The Seller's representations and warranties will survive the Closing Date of this Agreement.

Except for the representations and warranties contained in this Article II, Seller has not made or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller, including any representation or warranty as to the accuracy or completeness of any information regarding the Purchased Assets furnished or made available to Purchaser or as to the future revenue, profitability or success of the Purchaser's business, or any representation or warranty arising from statute or otherwise in law.

B. Purchaser's Representations and Warranties

1) The Purchaser represents and warrants to the Seller the following:

The Purchaser has means available to pay the Purchase Price and any expenses accumulated by the Purchaser in connection with this Agreement and the Purchaser has not incurred any obligation, commitment, restriction, or liability of any kind, absolute or contingent, present or future, which would adversely affect its ability to perform its obligations under this Agreement.

The Purchaser has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an acquisition of the Assets. The Purchaser has been given the opportunity to examine all documents provided by, conduct due diligence and ask questions of, and to receive answers from, the Seller and its respective representatives concerning the terms and conditions of the sale of the Purchased Assets.

The Purchaser is obtaining funding from an accredited lender/institution/investor and doing so in compliance with requirements under all applicable State and Federal Laws.

The Purchaser has not committed any act or, to the best of Purchaser's knowledge, omission that would give rise to any valid claim relating to a commission, finder's fee, or other similar payment.

	e)	The Purchaser is a resident of the United States for the purposes of the Internal Revenue Code.

	f)	Immediately after giving effect to the transactions contemplated hereby, the Purchaser shall be solvent and shall:

be able to pay their debts as they become due;

ii.

own property that has a fair saleable value greater than the amounts required to pay their debts (including a reasonable estimate of the amount of all contingent liabilities); and

iii.

have adequate capital to carry on their businesses.

	g)	This Agreement has been duly executed by the Purchaser and constitutes a legal and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy and insolvency, by other laws affecting the rights of creditors generally, and by equitable remedies granted by a court of competent jurisdiction.

	h)	The Purchaser has all necessary power, authority, and capacity to execute and deliver this Agreement and to carry out the Purchaser's obligations hereunder. All actions on the part of the Purchaser required for the lawful execution and delivery of this Agreement and the performance of the Purchaser's obligations hereunder, have been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms.

	i)	The Purchaser has no knowledge that any representation or warranty given by the Seller in this Agreement is inaccurate or false.

	j)	The representations and warranties given in this Agreement are the only representations and warranties; the Purchaser has given no other representation or warranty, either express or implied, to the Seller.

	k)	The Purchaser warrants to the Seller that each of the representations and warranties made by the Purchaser is accurate and not misleading at the date of Closing. The Purchaser acknowledges that the Seller is entering into this Agreement in reliance on each warranty and representation.

	l)	The execution and delivery of this Agreement and the performance by the Purchaser of the Purchaser's obligations hereunder will not violate any statute, rule, regulation order or restriction of any domestic or foreign government or any instrumentality or agency thereof. No government orders, permissions, consents, approvals, or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement and the sale of the Purchased Assets as contemplated in this Agreement. Purchaser has complied with all laws, rules, and regulations of all state, federal, and local governments and the Purchaser has not received any notice from any government or authority of any violation of any laws.

	m)	Purchaser has had every opportunity to conduct Due Diligence and investigate the books, records and financial information and has verified such Due Diligence to Purchaser's satisfaction. Purchaser has had every opportunity to engage legal and tax counsel concerning the transaction and Purchaser is engaging in the transaction voluntarily based upon Purchaser's independent judgement and evaluation.

	n)	Purchaser is fully aware that there is no guarantee that the transaction will result in a success for Purchaser. Purchaser acknowledges that there are many intangible factors that are responsible for the success of Purchaser, including, but not limited to, Purchaser's level of technical skills, Purchaser's ability to communicate to both customers and staff, Purchaser's desire to succeed, the level of teamwork that exists with the present office staff, Purchaser's promotional skills, Purchaser's management skills, the existing competition within the industry, and the existing economic climate. Purchaser is fully aware that the purchase of the Purchase Assets, with there being no guarantee that these intangibles shall continue to remain the same. Purchaser acknowledges that Purchaser's success will be entirely dependent upon Purchaser's skills along with external factors that cannot be controlled. As such, Purchaser acknowledges that this purchase entails risks that are beyond Seller's control and Purchaser accepts the responsibility and results of this risk.

	o)	The Purchaser's representations and warranties will survive Closing.

III. DEFAULT

The Seller will be deemed in default if:

a. Upon the Closing the Seller does not deliver the Purchased Assets.

The Purchaser will be deemed in default if:

a. The Purchaser fails to deliver the Purchase Price payment at Closing; and

Remedy for default. In the event that the Seller or the Purchaser shall breach any of its obligations under this Agreement or shall fail to consummate this Agreement, either Party shall have whatever rights that may be available to it at law or equity. Notwithstanding anything contained herein to the contrary and in addition to any other remedy that is available to Seller, in the event of a default by Purchaser of Section III(2)(b), Purchaser understands and agrees that (i) the initial Purchase Price shall not be refunded; (ii) Purchaser shall be required to immediately return any of the Purchased Assets in its possession to Seller and title to such Purchased Assets shall revert to Seller; and (iii) title to any Purchased Assets in Seller's possession shall immediately revert to Seller.

IV. CERTAIN UNDERSTANDINGS AND AGREEMENTS OF THE PARTIES

Bargained for Consideration. The Seller and the Purchaser recognize that the covenants of Seller and the Purchaser contained in this Article IV are part of the bargained-for consideration associated with the transactions contemplated by this Agreement.

Non-Solicitation. The Seller agrees that any attempt to encourage or induce agents or contractors to leave their jobs with the Purchaser would be harmful and damaging to the Purchaser. Except as otherwise provided herein, the Seller further agrees that any attempt on the part of the Seller to interfere with the Purchaser's relationship with agents, contractors, vendors', or service providers of the Purchaser's business would be harmful and damaging to the Purchaser.

The Seller agrees that for a period of six (6) months (the "Restricted Period") the Seller will not in any way directly or indirectly:

a) induce or attempt to induce any employee, director, agent, contractor, or other service provider of the Purchaser to quit employment or retainer with the Purchaser;

b) otherwise interfere with or disrupt the Purchaser's relationship with its employees, directors, agents, contractors, or other service providers;

c) discuss employment opportunities or provide information about competitive employment to any of the Purchaser's employees, directors, agents, contractors, or other service providers; or

d) solicit, entice, or hire away any employee, director, agent, contractor, or other service provider of the Purchaser.

Notwithstanding anything contained herein to the contrary, the Purchases acknowledges and agrees that the Seller shall continue to operate the Business, or any other companies affiliated with the Business, in ordinary course after the Closing. The Purchaser further acknowledges and agrees that the Seller and Seller's affiliates have existing relationships with certain contractors, suppliers and vendors all of which shall continue in full force and effect after the Closing and which shall not be deemed a violation of the non-solicitation covenant described herein. Purchaser further acknowledges that none of Seller's employees are being acquired by Purchaser as part of this transaction and that only the Purchased Assets identified in Section IA(I) are included.

4) Non-Competition. During the Restricted Period, the Seller will not start any new business or brand that will be in direct competition with the products that YRGSINC currently sells (hereinafter collectively referred to as the "Restricted Products"). Seller further agrees not to sell or produce any products set forth on Exhibit C. Notwithstanding anything contained herein to the contrary, Seller shall be permitted to sell any other products that i) Seller currently has in its possession, ii) is in research and development or iii) Seller is producing for Seller's existing other competing companies provided that such products are not Restricted Products or iv) Seller in the course of their business as a manufacturer of these products for third parties currently, and in the future, will produce in the ordinary course of that business.

5) Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly disparage, call into disrepute, or otherwise defame or slander the other Parties or such other Parties' subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of such other Parties, their products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives.

6) If any covenant contained in this Agreement, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall be given full effect, without regard to the invalid portions. If any covenant contained in this Agreement, or any part thereof, is held to be unenforceable because of the duration of such covenant or the area covered thereby, the Parties agree that the court making such determination shall have the power to reduce the duration and/or area of such covenant and, in its reduced form, said covenant shall then be enforceable.

7) In the event of a breach or threatened breach by the Purchaser of Purchaser's obligations under Section IV(1) (Confidentiality), Purchaser hereby acknowledges and stipulates that Seller and Seller's principals shall not have an adequate remedy at law, shall suffer irreparable harm, and, therefore, it is mutually agreed and stipulated by the Parties hereto that, in addition to any other remedies at law or in equity which Seller may have, Seller shall be entitled to obtain in a court of law and/or equity, against Purchaser: (i) a temporary and/or permanent injunction restraining Purchaser from a further violation or breach of such covenants, (ii) as liquidated damages and not a penalty, for violating Section 6.8(a), a per diem sum of $1,000.00 per day for continuing breaches, plus the forfeiture or any consideration owed to Seller herein, (iii) as liquidated damages and not a penalty, for violating Section IV(1), a sum equal to $1,000.00 per day for each day the violation or breach of such covenant exists.

8) The liquidated damages provided for herein shall be cumulative and joint and several and, with respect to these liquidated damages, the parties hereto acknowledge and stipulate that it is impossible to determine with any reasonable accuracy the amount of prospective damages to Seller upon breach of a covenant contained herein, and that the damages set forth herein are reasonable, and not a penalty, based upon the facts and circumstances of the parties at the time of entering into this Agreement, and with due regard to future expectations. In the event that any one or more of the provisions contained herein shall, for any reason, be held to be excessively broad as to duration, geographical scope or activity, such provisions shall be construed as limiting and reducing it as determined by a court or competent jurisdiction and shall be enforceable to the extent compatible with applicable law.

V. SURVIVAL: INDEMNIFICATION

1) Survival. Except as otherwise provided herein, the representations, warranties and covenants of the Seller and the Purchaser contained in this Agreement will survive the Closing for six (6) months. The indemnification covenants shall survive for a period of two (2) years.

2) Indemnification by Purchaser. From and after the Closing Date, the Purchaser shall defend, indemnify, and hold harmless the Seller and their members, managers, officers, employees and agents (collectively, the "Seller Indemnified Parties") from and against any and all claim, loss, or damage incurred by or asserted against any of the Seller Indemnified Parties in connection with or arising from (a) any breach by the Purchaser of its covenants and agreements contained herein or in any certificate, document, Exhibit, or Schedule delivered pursuant to this Agreement; (b) any breach by the Purchaser of its representations and warranties contained herein or in any certificate, document, Exhibit, or Schedule delivered pursuant to this Agreement; (c) an act or omission related to Purchaser's operation of its business after Closing; or (d) any claim, action or proceeding asserted or instituted by a third party, to the extent arising from actions taken or circumstances arising after the Closing Date related to the Purchased Assets.

3) Indemnification by the Seller. From and after the Closing Date, the Seller shall defend, indemnify and hold harmless the Purchaser and its members, managers, affiliates, officers, employees and agents (collectively, the "Purchaser Indemnified Parties") from and against any and all claim, loss, or damage incurred by or asserted against any of the Purchaser Indemnified Parties in connection with or arising from (a) any breach by any Seller of their covenants and agreements contained herein or in any certificate, document, Exhibit, or Schedule delivered pursuant to this Agreement; or (b) any breach by any Seller of their representations and warranties contained herein, or in any certificate, document, Exhibit, or Schedule delivered pursuant to this Agreement.

4) Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, whether pursuant to an action or some other matter (a "Claim"), the party entitled to indemnification (the "Indemnified Party") shall provide prompt written notice of such Claim to the other party (the "Indemnifying Party"); provided, however, that the failure to provide prompt written notice shall affect the rights of the applicable Indemnified Party only if and to the extent such failure has a materially prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Claim. In connection with any Claim giving rise to indemnity hereunder by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Claim with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Claim, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Claim, the Indemnified Party may, but shall not be obligated to, defend against such Claim in such manner as it may deem appropriate, including, but not limited to, settling such Claim, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Claim without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld or delayed).

5) Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the right of the Purchaser Indemnified Party to indemnification pursuant to this Article is limited as follows:

(i) The Seller will not be required to indemnify the Purchaser Indemnified Party in respect of any losses for which indemnity is claimed unless and until the aggregate amount of all losses subject to indemnification exceeds Twenty-Five Thousand Dollars ($25,000) (the "Basket"), in which case the Seller will be required to indemnify the Purchaser Indemnified Party for all losses from the first dollar.

(ii) The aggregate maximum liability of Seller to any Purchaser indemnified Party shall be limited to One Hundred Thousand Dollars ($100,000) (the "Cap").

(iii) Losses. In no event shall any party be liable to any Indemnified Party for, and the term losses shall not include, any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple.

VI. NOTICES. Any notices or deliveries required in the performance of this Agreement will be deemed completed when electronically delivered, hand-delivered, delivered by agent, or three (3) days after being placed in the post, postage prepaid, to the Parties at the addresses contained in this Agreement or as the Parties may later designate in writing.

VII. EXPENSES AND COSTS. The Parties agree to pay all their own costs and expenses in connection with this Agreement.

VIII. GENERAL MEDIATION AND ARBITRATION

In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved within a reasonable period, then any and all outstanding issues may be submitted to mediation with a mediator certified by the Colorado Supreme Court and in accordance with the Colorado Rules for Certified and Court-Appointed Mediators.

If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of Colorado. The Parties agree to submit to the rules of either the American Arbitration Association or the National Arbitration Forum at the election of the complaining Party. The Parties agree that the forum shall be any county in Colorado and that this Agreement, and all matters herein shall be controlled by the laws of the State of Colorado and the Rules of the chosen body to govern the arbitration. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of Colorado.

IX. SEVERABILITY. The Parties acknowledge that this Agreement is reasonable, valid, and enforceable; however, if any part of this Agreement is held by a court of competent jurisdiction to be invalid, it is the intent of the Parties that such provision be reduced in scope only to the extent deemed necessary to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected or invalidated as a result.

X. GENERAL PROVISIONS

1) This Agreement will be governed by and construed in accordance with the laws of the State of Colorado.

2) This Agreement contains the entire agreement between the Parties. Statements or representations which may have been made by any Party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value to either Party. All other written agreements preceding this Agreement shall only be incorporated if attached as exhibits herein and expressly acknowledged under the attached Parties' Affidavit to Incorporate Documents. Only the written terms of this Agreement will bind the Parties.

3) This Agreement may only be amended or modified by a written instrument executed by all of the Parties.

4) A waiver by one Party of any right or benefit provided in this Agreement does not infer or permit a further waiver of that right or benefit, nor does it infer or permit a waiver of any other right or benefit provided in this Agreement.

5) This Agreement is the result of the negotiations of the Parties and in the event of any dispute shall not be construed in favor or against any Party on the basis of it having memorialized the Agreement in writing.

6) This Agreement will pass to the benefit of and be binding upon the Parties' respective heirs, executors, administrators, successors, and permitted assigns.

7) The clauses, paragraphs, and sub paragraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.

8) All of the rights, remedies and benefits provided in this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law or equity.

9) For purposes of interpretation and timing, except where otherwise specified, time is of the essence in this Agreement.

10) To facilitate execution, this Agreement may be executed in as many counterparts as may be required, and it shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of the counterparts. All counterparts must be consistent and contain equal and identical attachments and incorporated agreements. All counterparts shall collectively constitute a single agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than a number of counterparts containing the respective signatures of, or on behalf of, all of the parties hereto. Further, this Agreement may be executed by facsimile signatures and such facsimile signatures shall be deemed to be the original signatures of the parties.

11) Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.

12) Purchaser acknowledges and agrees that; (a) prior to Purchaser's acceptance of this Agreement and the Purchased Assets, Purchaser conducted all due diligence reviews, inspections and valuations of the Purchased Assets to be acquired to determine the suitability, acceptability, condition, operation and functionality' of any and all Purchased Assets, as Purchaser deemed necessary; (b) as of Closing, Purchaser accepts and approves the condition and suitability of the Purchased Assets without further inspections; and (c) this Agreement and Purchaser's obligations hereunder are not contingent on any further due diligence inspections or valuations by Purchaser or its agents. Purchaser acknowledges and agrees that Seller and Seller's representatives do not represent, warranty or guaranty the condition of any of the Purchased Assets, any specific production level, revenue or income amount, and Purchaser is not relying on any such representation, warranty or guaranty of Seller or Seller's representatives, but rather, on Purchaser's own inspection, review and analysis of the Purchased Assets, books, records and financial date of the Seller and the Business and on Purchaser's professional skill, ability, knowledge and reputation in entering into this Agreement. PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT AT CLOSING, SELLER TRANSFERS THE PURCHASED ASSETS IN "AS IS, WHERE IS" CONDITION, WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITON OF THE PURCHASED ASSETS, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND HABITABILITY. SELLER SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL OR OTHER DAMAGES THAT MAY ARISE BY REASON OF ANY USE OR MALFUNCTION OR DEFECT IN ANY AND ALL PF THE PURCHASED ASSETS.

13) Seller and Purchaser acknowledge that irreparable damage may occur if any of the obligations of Seller or Purchaser under this Agreement are not performed in accordance with their specific terms or are otherwise breached. Each of Purchaser and Seller will be entitled to seek an injunction or injunctions to prevent breaches of this Agreement by the other and to seek to enforce specifically the terms and provisions hereto, this being in addition to any other remedy to which Purchaser or Seller, as the case may be is entitled at law or in equity or otherwise.

14) The Purchaser will be responsible for all costs and expenses incurred by the Purchaser and its affiliates in connection with the negotiation, preparation and entry into this Agreement and the consummation of the transactions contemplated hereby. The Seller will be responsible for costs and expenses incurred by the Seller in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby.

15) In the event that any action, suit or other proceedings is brought to enforce the covenants contained in this Agreement, the prevailing party in any such action, suit or other proceedings, shall be entitled upon demand to reimbursement from the non-prevailing party for all expenses (including, without limitation, reasonable attorneys' fees, disbursements and costs) incurred in connection with such action.

16) Each Party hereto represents and warrants that he or it has received independent counsel and advice from his or its own independent counsel and tax, financial and other advisers, has made an independent investigation regarding the transaction contemplated, and has exercised his or its independent business judgment in electing to enter into this transaction, and each Party hereto is not relying on any implied or explicit representation, warranty, statement or other indication by the other parties hereto, except as explicitly stated in this Agreement and the Schedules, Exhibits and ancillary documents hereto.

17) The Purchaser represents that it has not engaged any business broker or any other person and that no business broker, sales' person or anyone else is entitled to a broker's commission or finder's fee from Purchaser by reason of this transaction. Except for Xxxxxxx Xxxxxx (the "Broker"), Seller represents that it has not engaged any other business broker or any other person and that except for the Broker no business broker, sales person or anyone else is entitled to a broker's commission or finder's fee from Seller by reason of this transaction. Seller shall be solely responsible for any commissions owed to the Broker via a separate agreement.

[Signature blocks on following page]

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ___ day of _____, 2021.

SELLER:

Yourganics, Inc.

By: __________________________

Name:

Title:

PURCHASER:

SINFIT NUTRITION, Inc.

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: President

Exhibits:

A Purchased Assets

B Intellectual Property

C Research & Development

D Promissory Note — If required

E Allocation Schedule

F Xxxx of Sale

EXHIBIT A

PURCHASED ASSETS

Inventory Items

Collagen 56 svg — quantity 1093

Probiotic — quantity 24

56 serving collagen — quantity 307 bottles

All Printed labels

EXHIBIT B

INTELLECTUAL PROPERTY

Yourganics trademark

Xxxxxxxxxxxxxxxxxxx.xxx domain & website

All artwork and graphics associated with the website and other marketing activities

Label artwork including all past and future design work

All Manufacturer recipe details for previous, existing and future products under consideration

All customer databases of past and present customers

Amazon Store

All Social Media

EXHIBIT C

RESEARCH & DEVELOPMENT

None available.

EXHIBIT D

PROMISSORY NOTE

NONE REQUIRED UNDER THIS AGREEMENT

EXHIBIT E

ALLOCATION SCHEDULE

Not required.

EXHIBIT F XXXX OF SALE

See attached.

SINFIT NUTRITION, INC.

UNANIMOUS CONSENT OF

COMPANY

IN LIEU OF MEETING

The undersigned, being the member of SINFIT NUTRITION, INC. a Colorado corporation (the "Company"), hereby consents to the adoption of the following resolutions without a meeting, in accordance with the applicable provisions of law:

RESOLVED, that the Company is authorized to enter into an Asset Purchase Agreement dated as of March 22, 2020 with YOURGANICS, INC in substantially the form attached hereto, and the members and officers of the Company are authorized to execute all other documents necessary to effect the transaction.

IN WITNESS WHEREOF, the undersigned has executed this Consent as of the date given below.

Date: April 1, 2021		/s/ Xxxxx Xxxxxx


Date: April 1, 2021		/s/ Xxxxxxx X. Xxxxxxx Xx.

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ASSET PURCHASE AGREEMENT by and among SINFIT NUTRITION, INC., and YOURGANICS, INC "Seller" or "YRGSINC" Dated and Effective as of April 1, 2021

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