ASSET PURCHASE AGREEMENT
Exhibit
10.22
This ASSET PURCHASE
AGREEMENT (the
"Agreement") is made and entered into as of June 22,
2018 ("Execution
Date"), by and between
Super League Gaming, Inc., a Delaware corporation, on the one and
(the "Purchaser"
or "SLG"), and Minehut, a sole
proprietorship, on the other hand ("Minehut" or "Seller"). The Purchaser and the Seller may
be referred to collectively herein as the "Parties" and individually as a "Party."
RECITALS
WHEREAS,
Seller desires to sell the
tangible and intangible assets, and the services, listed in Exhibit
A hereto, to Purchaser upon the conditions set forth in this
Agreement; and
WHEREAS,
Purchaser desires to purchase
the assets, listed in Exhibit A hereto, of Seller upon the terms
and subject to the conditions set forth in this
Agreement.
NOW, THEREFORE,
in consideration of the premises
and the respective representations and warranties hereinafter set
forth, and the respective covenants and agreements contained
herein, and intending to be legally bound hereby, the Parties agree
as follows:
ARTICLE I.
PURCHASE
AND SALE; TRANSFER OF SERVICES AND RELATIONSHIPS; TECHNOLOGY
MILESTONES; CONSULTING SERVICES.
1.1 Agreement to Purchase and Sell
Assets. Upon the
terms and subject to the conditions set forth in this Agreement, at
the Closing, Seller will sell, transfer, convey, assign and deliver
to the Purchaser, and the Purchaser will purchase from the Seller,
all legal right, title and interest of the Seller in and to all of
the assets specifically detailed in Exhibit A hereto (collectively,
the “Assets”).
1.2
No
Assumption of
Liabilities. Purchaser shall not
assume, and shall not be responsible for, any of the liabilities of
Seller.
1.3
Total Purchase Price.
The total purchase price to be
paid by Purchaser for the Assets shall be One Hundred Thousand
Dollars ($100,000.00) (the ''Purchase Consideration"),
payable to Xxxx Xxxxxxx as
follows:
(a)
$25,000.00 upon execution
hereof.
(b)
$25,000.00 upon transfer of all services and
relationships to SLG as outlined in Section 1.4
hereinbelow:
i.
To occur within first
7-14 days following execution of
theAgreement
ii
period from June 30, 2018 to July 7, 2018 is carved out from this
agreement for the purpose of the transfer of all services and
relationships to SLG. SLG understands that no transfer activity
will occur in this time frame and that the 7-14 days described in
the preceding paragraph will apply to dates before and after the
carved out period as necessary.
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(c)
$30,000.00 upon reaching tech milestones
outlined in Section 1.5 hereinbelow:
i.
This amount may be reduced by the Purchaser based on true cost of
maintenance assessment
(d)
$20,000.00 in consulting and support fees payable to
Xxxx Xxxxxxx as described in Section 1.6 hereinbelow and payable as
follows:
(i)
July 15 , 2018 - $3,000.00
(ii)
August 15, 2018 - $3,000.00
(iii)
September 15, 2018 - $3,000.00 (iv) October 15, 2018 -
$3,000.00
(v)
November
15, 2018 - $3,000.00 (vi) December 15, 2018 -
$2,500.00
(vii)
January 15, 2019 - $2,500.00
1.4
Transfer of Services and
Relationships. Seller shall effectuate the transfer of the
following services and relationships to SLG, and upon doing so the
payment referred to in Section 1.3(b) hereinabove shall be
made:
(a)
Volunteer Staff - It is understood that as a result of the
acquisition the volunteer staff may choose not to continue as
volunteers. Xxxx Xxxxxxx will use best efforts to transition the
volunteer staff to SLG oversight /management;
(b)
Vendors / Subscription
Services;
(c)
Introductions to the user-base
of Minehut via various means, including social and within systems
and forums, using communications developed by SLG;
and
(d)
Any other relationships not currently identified, but subsequently
deemed necessary by SLG during the transfer
process.
1.5
Technology Milestones.
The following technology
milestones shall be satisfied prior to the payment referred to in
Section 1.3(c) hereinabove:
(a)
Technology knowledge transfer of web,
infrastructure, and data repositories and systems to SLG's internal
technology team, including Xxxxxx Xxxxx, Xxxxx Xxxxxx, and Xxxxxxx
Xxxxxxx;
(b)
Documentation delivered related to all
Minehut services, code repositories and
infrastructure:
(i)
This documentation includes a detailed 'operating runbook' of administrative , business and
technology activities; and
(ii)
Training and escalation protocols for customer
service.
(c)
User migration, including the importing of accounts
into SLG systems.
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(d)
Full transition shall be deemed
achieved when SLG staff takes over maintenance of all Minehut
related systems on a continuous basis for a period of twenty (20)
calendar days. SLG and
Xxxx Xxxxxxx will work in good faith to produce a joint time
assessment as to how many
hours of maintenance are (on average) required on a per day basis.
This time assessment will impact the final payment installment as
follows:
(i)
< l hour on average per day = $30,000.00, or full payment per
Section1.5
hereinabove;
(ii)
>I but less than 2 hours on average per day = $20 ,000.00
payment;
(iii)
>2 but less than 3 hours on average per day= $10,00.00 payment;
and
(iv)
>3 hours on average per day= no additional
payment.
(e)
Maintenance activities included in the time assessment consist of
the following:
(i)
Technical
(A)
24/7 Operational support
(B)
Maintenance checklist including adding/ updating
plugins
(C)
Maintaining existing marketing /sales/growth
activities
(D)
Administration and Communications
(ii)
Maintaining the staff/players community
(A)
Necessary customer service activities
1.6
Consulting Services. In order
to receive the consulting fees per the schedule set forth in
Section l.3(d) hereinabove, Xxxx Xxxxxxx shall be onsite at the SLG
offices in Santa Xxxxxx until the technology milestones identified
in Section 1.5 hereinabove are achieved. Upon the successful
achievement of the technology milestones, Xxxx Xxxxxxx shall not be
required to be onsite and agrees to respond to escalations within
four (4) hours of being made by SLG to Chatton via email, or other
means of communication, until the conclusion of the consulting
period on January 31, 2019.
l. 7 Closing. The closing of the purchase and sale of the
Assets (the "Closing") shall occur on June 22, 2018 at the offices
of Purchaser, located at 0000 Xxxxxxxx Xxx., Xxxxx Xxxxxx, XX
00000.
ARTICLE
II.
REPRESENTATIONS AND WARRANTIES OF SELLER.
2.1
Sole Proprietorship Status.
Seller is a sole proprietorship owned and operated by Xxxx Xxxxxxx.
Seller has full authority to execute and deliver this Agreement and
perform the transactions contemplated
hereby.
2.2
Actions. All actions and proceedings necessary to be
taken by or on the part of Seller in connection with the execution
and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement have been duly and
validly taken, and this Agreement has been duly and validly
authorized, executed and delivered by Seller and constitutes the
legal, valid and binding obligation of Seller, enforceable against
Seller in accordance with and subject to its
terms.
2.3
No
Defaults. Neither
the execution, delivery or performance by Seller of this Agreement
nor the consummation by Seller of the transactions contemplated
hereby is an event that, of itself or with the giving of notice or
the passage of time or both, will:
(a) Violate or conflict with or result in any breach
of or any default under, result in any termination or modification
of, or cause any acceleration of any obligation under, any
contract, mortgage, indenture, agreement, lease or other instrument
to which Seller is a party to orby
which it is bound, or by which it may be affected, or result in the
creation of any lien or encumbrance upon any of Seller's assets;
or
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(b)
Violate any judgment, decree, order, statute,
rule or regulation applicable toSeller.
2.4
Breach. Seller is not in violation or breach of any
of the terms, conditions or provisions of any contracts, lease,
instrument, court order, judgment, arbitration award, or decree
materially affecting the business of Seller, to which Seller is a
party or by which it is otherwise bound, where the effect thereof
would have a material adverse effect on
Seller.
2.5
Approvals and Consents; Assignment of
Contracts. To
Seller's knowledge, no permit, license, consent, approval or
authorization of, or filing with, any governmental regulatory
authority or agency is required in connection with the execution,
delivery and performance of this Agreement, or the consummation of
the transactions contemplated hereby, except where its absence
would not have a material adverse effect on the
Assets.
2.6
Title to and
Condition of Assets.
(a)
Seller has good, valid and marketable title to all of the Assets,
free and clear of all liens, encumbrances and security interests of
every kind or character.
2.7
No
Broker or Finder. Seller has not employed or used the services
of any broker or finder in connection with this transaction and
Seller shall hold Purchaser completely free and harmless from the
claims of any person claiming to have so acted on behalf of
Seller.
ARTICLE III.
REPRESENTATIONS
AND
WARRANTIES OF PURCHASER
3.1
Corporate Status. Purchaser is
a corporation which is duly organized, validly existing, and in
good standing under the laws of the State of Delaware. Purchaser is
duly qualified to do business in each jurisdiction in which the
character of and location of its assets or operations makes
qualification to do business necessary. Purchaser has full
corporate power to carry on its business as it is now being
conducted and as proposed to be conducted and to own and operate
its assets. Purchaser has full corporate power and authority to
execute and deliver this Agreement and perform the transactions
contemplated hereby.
3.2
Corporate Actions.
All corporate or other actions
and proceedings necessary to be taken by or on the part of
Purchaser in connection with the execution and delivery of this
Agreement and the consummation of the transactions contemplated by
this Agreement, including the obtaining of approval by the
directors of Purchaser, have been duly and validly taken, and this
Agreement has been duly and validly authorized, executed and
delivered by Purchaser and constitutes the legal, valid and binding
obligation of Purchaser, enforceable against Purchaser in
accordance with and subject to its
terms.
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3.3
No
Defaults. Neither
the execution, delivery or performance by Purchaser of this
Agreement nor the consummation by Purchaser of the transactions
contemplated hereby is an event that, of itself or with the giving
of notice or the passage of time or both,
will:
(a)
Violate or conflict with the provisions of the articles of
incorporation or bylaws of Purchaser;
(b)
Violate or conflict with or result in any breach of or any default
under, result in any termination or modification of, or cause any
acceleration of any obligation under, any contract, mortgage,
indenture, agreement, lease or other instrument to which Purchaser
is a party to or by which it is bound, or by which it may be
affected, or result in the creation of any lien or encumbrance upon
any of Purchaser's assets, except for agreements, indentures and
instruments related to the financing of the transactions
contemplated by this Agreement; or
(c)
Violate any judgment,
decree, order, statute, rule or regulation applicable
to
Purchaser.
3.4
Breach. Purchaser is not in violation or breach of
any of the terms, conditions or provisions of its articles
of organization,
as amended, its operating agreement, as amended, or any indenture,
mortgage or deed of trust or other contracts, lease, instrument,
court order, judgment, arbitration award, or decree materially
affecting the business of Purchaser, to which Purchaser is a party
or by which it is otherwise bound, where the effect thereof would
have a material adverse effect on
Purchaser.
3.5
Approvals and Consents.
All approvals and consents of
entities not a party to this Agreement, legally and contractually
required, have been obtained by Purchaser in connection with the
execution and delivery of this Agreement and the consummation of
the transactions contemplated by this
Agreement.
3.6
Litigation. There are no lawsuits, judgments,
arbitrations, administrative charges or other legal proceedings,
claims or governmental investigations pending against, or to
Purchaser's knowledge, threatened against the Purchaser relating to
or affecting the execution, delivery or performance of this
Agreement or the ability of Purchaser to perform its obligations
under this Agreement.
3.7
No
Broker or Finder. Purchaser has not employed or used the
services of any broker or finder in connection with this
transaction and shall hold Seller completely free and harmless from
the claims of any person claiming to have so acted on behalf of
Purchaser.
ARTICLE IV.
COVENANTS OF SELLER.
4.1
Representations and
Warranties. Seller shall give detailed written notice to
Purchaser promptly upon learning of any fact which (i) would render
untrue in any material respect any of Seller's representations or
warranties contained in this Agreement, or (ii) would cause Seller
to fail to comply with its obligations hereunder in any material
respect between the Execution Date and the
Closing.
4.2
Consummation of
Agreement. Seller
shall use its best efforts to fulfill and perform all conditions
and obligations on its part to be fulfilled and performed under
this Agreement, and cause the transactions contemplated by this
Agreement to be fully consummated.
4.3
Restrictions.
Prior to the Closing, and
without the prior written consent of Purchaser, Seller shall not
encumber or grant any security interest in any of the
Assets.
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ARTICLE V.
COVENANTS OF PURCHASER.
5.1
Representations and
Warranties. Purchaser shall give detailed written notice
to Seller promptly upon learning of any fact which (i) would render
untrue in any material respect any of Purchaser' s representations
or warranties contained in this Agreement, or (ii) would cause
Purchaser to fail to comply with is obligations hereunder in any
material respect between the Execution Date and the
Closing.
5.2
Consummation of
Agreement. Purchaser shall fulfill and perform all
conditions and obligations on its part to be fulfilled and
performed under this Agreement, and cause the transactions
contemplated by this Agreement to be fully
consummated.
ARTICLE VI.
ITEMS TO BE DELIVERED AT THE CLOSING.
6.1
Deliveries by Seller. At the
Closing, Seller shall deliver to Purchaser the
following:
(a)
All of the Assets specified in Exhibit A hereto;
and
(b)
Such deeds, bills of sale, certificates of title, endorsements,
assignments and other good and sufficient instruments of sale,
conveyance and transfer and assignment in form and substance
reasonably satisfactory to Purchaser sufficient to sell, convey,
transfer and assign to Purchaser all right, title and interest of
Seller in and to the Assets.
6.2
Deliveries by Purchaser.
At the Closing, Purchaser shall
deliver to Seller the following:
(a)
Certified copies of resolutions, duly adopted and executed by the
board of directors of Purchaser, which shall be in full force and
effect at the time of the Closing, authorizing the execution,
delivery and performance by Purchaser of this Agreement and the
consummation of the transactions contemplated
hereby.
(b)
A check, or wire transfer to Xxxx Xxxxxxx, in
the amount of $25,000.00.
ARTICLE VII.
POST-CLOSING MATTERS.
7.1 Post-Closing
Obligations. Purchaser shall make the remaining, and
applicable, payments specified in Sections l .3(b)-(d) upon the
completion by Seller, including Xxxx Xxxxxxx, of the requirements
specified in Sections 1.4, 1.5 and 1.6.
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ARTICLE VIII.
INDEMNIFICATION.
8.1 Indemnification by Seller.
Seller shall indemnify, defend and hold Purchaser harmless from and
against any and all liabilities or obligations arising with respect
to the Assets up to the Closing. Further, Seller shall indemnify,
defend and hold harmless Purchaser from and
against any and all claims, demands, losses,
costs, expenses, obligations, liabilities, damages, recoveries, and
deficiencies, including reasonable attorney's fees and costs
(collectively, "Losses") that Purchaser may incur or suffer, which
arise, result from, or relate to: (i) any inaccuracy of Seller's
representations and warranties contained in this Agreement or in
any agreement, instrument or document entered into pursuant hereto
or in connection with the Closing, or (ii) any breach of or failure
by Seller to perform any of its covenants or agreements contained
in this Agreement or in any agreement, instrument or document
pursuant hereto or in connection with the Closing. Seller shall not
have any liability under this Section 8.1 unless Purchaser gives
written notice to Seller asserting a claim for Losses, including
reasonably detailed facts and circumstances pertaining thereto,
before the expiration of one (1) year from the
Closing.
8.2
Indemnification by
Purchaser. Purchaser shall indemnify, defend and hold
Seller harmless from and against any and all liabilities or
obligations arising with respect to the Assets, excepting claims
asserted after the Closing that relate to actions taken by Seller
prior to the Closing. Further, Purchaser shall indemnify, defend
and hold harmless Seller from and against any and all claims,
demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries, and deficiencies, including reasonable
attorney's fees and costs (collectively, "Losses") that Seller may incur or suffer, which
arise, result from, or relate to: (i) any inaccuracy of Purchaser's
representations and warranties contained in this Agreement or in
any agreement, instrument or document pursuant hereto or in
connection with the Closing, or (ii) any breach of or failure by
Purchaser to perform any of its covenants or agreements contained
in this Agreement or in any agreement, instrument or document
pursuant hereto or in connection with the Closing. Purchaser shall
not have any liability under this Section 8.2 unless Seller gives
written notice to Purchaser asserting a claim for Losses, including
reasonably detailed facts and circumstances pertaining thereto,
before the expiration of one (1) year from the
Closing.
ARTICLE IX.
MISCELLANEOUS.
9.1
Termination of
Agreement. This
Agreement may be terminated at any time on or prior to the Closing:
(a) by the mutual written consent of Seller and Purchaser; (b) by
Purchaser at any time prior to Closing if Purchaser, prior to such
date, determines in its sole discretion that the results of its due
diligence investigation of Seller is in any way unsatisfactory. A
termination pursuant to this Section 9.1 shall not relieve any
Party of any liability it otherwise has for a breach of this
Agreement. As a condition to any termination by Purchaser
hereunder, all information and materials relating to the Assets and
to which Purchaser obtained access during the negotiations leading
to, or following, execution of this Agreement, and any other
writings containing excerpts of such materials or information, and
any or all xxxxx thereof, shall be delivered to
Seller.
9.2
Expenses. Each Party hereto shall bear all of its
expenses incurred in connection with the transactions contemplated
by this Agreement, including without limitation, accounting and
legal fees incurred in connection
herewith.
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9.3
Further Assurances.
From time to time prior to, on
and after the Closing, each Party hereto will execute all such
instruments and take all such actions as any other Party, being
advised by counsel, shall reasonably request, without payment of
further consideration, in connection with carrying out and
effectuating the intent and purpose hereof and all transactions and
things contemplated by this Agreement , including without
limitation the execution and delivery of any and all confirmatory
and other instruments in addition to those to be delivered on the
Closing, and
any and all actions which may reasonably be necessary or desirable
to complete the transactions contemplated hereby. The Parties shall
cooperate fully with each other and with their respective counsel
and accountants in connection with any steps required to be taken
as part of their respective obligations under this
Agreement.
9.4
Construction. All signatories
hereto agree that each of them and their respective counsel, and
other advisors, has reviewed and had an opportunity to revise this
Agreement and the exhibits hereto and, therefore, the normal rule
of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any exhibits
hereto.
ARTICLE X.
DISPUTE RESOLUTION.
10.1
Direct
Discussion. In the
event of any dispute, claim, question, or disagreement arising out
of or relating to this Agreement (a "Dispute"), the Parties involved in such Dispute shall
use their best efforts to settle such Dispute. To this effect,
management of the Parties involved shall consult and negotiate with
each other in good faith to attempt to reach a just and equitable
solution satisfactory to both parties.
10.2
Governing Law.
This Agreement and all questions
relating to its validity, interpretation, performance and
enforcement shall be governed by and construed in accordance with
the laws of the State of California.
10.3
Submission to
Jurisdiction. The
Parties irrevocably and unconditionally:
(a)
submit to the non-exclusive jurisdiction of the courts of the State
of California, County of Los Angeles, and all courts of appeal from
them; and
(b)
waive any objection they may now or in the future have to the
bringing of proceedings in those courts and any claim that any
proceedings have been brought in an inconvenient
forum.
ARTICLE XI.
GENERAL PROVISIONS.
11.1
Successors and Assigns.
Except as otherwise expressly
provided herein, this Agreement shall be binding upon and inure to
the benefit of the Parties hereto, and their respective
representative, successors and assigns. No Party hereto may assign
any of its rights or delegate any of its duties hereunder without
the prior written consent of the other Party, and any such
attempted assignment or delegation without such consent shall be
void. Seller agrees not to unreasonably withhold its consent to any
assignment by Purchaser of its rights hereunder prior to Closing to
a corporation or other entity controlled by Purchaser, provided
that (a) such assignee will assume all obligations of Purchaser
hereunder, without Purchaser being released, and (b) such
assignment will not, in Seller's reasonable judgment, delay in any
material way or make more doubtful the
Closing.
11.2
Amendments; Waivers.
The terms, covenants,
representations, warranties and conditions of this Agreement may be
changed, amended modified, waived, discharged or terminated only by
a written instrument executed by the Party waiving compliance. The
failure of
any Party at any time or times to require performance of any
provision of this Agreement shall in no manner affect the right of
such Party at a later date to enforce the same. No waiver by any
Party of any condition or the breach of any provision, term,
covenant, representation or warranty contained in this Agreement,
whether by conduct or otherwise, in any one or more instance shall
be deemed to be or construed as a further or continuing waiver of
any such condition or of the breach of any other provision, term,
covenant, representation or warranty of this
Agreement.
-8-
11.3
Notices. All notices, requests,
demands and other communications required or permitted under this
Agreement shall be in writing (which shall include notice by telex
or facsimile transmission) and shall be deemed to have been duly
made and received when personally served, or when delivered by
Federal Express or a similar overnight courier service, expenses
prepaid, or, if sent by telex, graphic scanning or other facsimile
communications equipment, delivered by such equipment, addressed as
set forth below:
(a)
If to Seller, then to Xxxx Xxxxxxx, 00000 Xxx Xxxxxxx Xxx, Xxxxxx
Xxxxxx, XX 00000; and
(b)
If to
Purchaser, then to: Super League Gaming, Inc.; 0000 Xxxxxxxx Xxx.,
Xxxxx Xxxxxx, XX 00000; Attn: Xxx Xxxx, CEO &
President.
Any Party may alter the address to which communications are to be
sent by giving notice of such change of address in conformity with
the provisions of this Section 11.3 providing for the giving of
notice.
11.4
Captions. The captions of Articles and Sections of
this Agreement are for convenience only and shall not control or
affect the meaning or construction of any of the provisions of this
Agreement.
11.5
Entire Agreement.
This Agreement and the other
documents delivered hereunder constitute the full and entire
understanding and agreement between the Parties with regard to the
subject matter hereof, and supersedes all prior agreements,
understandings, inducements or conditions, express or implied, oral
or written, relating to the subject matter hereof, except as herein
contained. The express terms hereof control and supersede any
course of performance and/or usage of trade inconsistent with any
of the terms hereof.
11.6
Execution; Counterparts.
This Agreement may be executed
in any number of original or facsimile counterparts, each of which
shall be deemed to be an original as against any Party whose
signature appears thereon, and all of which shall together
constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken
together, shall bear the signatures of all of the Parties reflected
hereon as the signatories.
11.7
Time. Time is of
the essence in complying with all stated dates and
times.
11.8
Currency.
A reference to ' US$' is a
reference to the currency of the USA.
11.9
Related Party Transaction; Arms-Length
Negotiation. For the avoidance of doubt,
this Agreement has been negotiated at arm's-length between the
Parties and, by their execution of this Agreement, has been unanimously agreed upon by
both Seller and Purchaser.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be
duly executed by their authorized signatories as of the date first
written above.
PURCHASER:
A Delaware
corporation
By:
/s/ Xxx Xxxx
Xxx
Xxxx
CEO
& President
SELLER:
MINEHUT,
A Sole proprietorship
By: /s/ Xxxx Xxxxxxx
Xxxx
Xxxxxxx
[SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT]
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EXHIBIT A
LIST OF ASSETS
The tangible and intangible assets being sold to SLG consist of the
following:
●
All
Minehut assets, trademarks, IP and service
relationships related to the development, infrastructure and
support of the Minehut system
●
Discord servers
o
Public and staff
●
Twitter xxxxx://xxxxxxx.xxx/XxxxxxxXX
●
OVH account (dedicated servers)
●
Domains:
o
Xxxxxxx.xxx
o
Xxxxxxx.xx
o
Xxxxxxx.xx
●
Paypal Account (needs to be transferred as it holds active
subscriptions)
●
Github org
●
Google Adsense
●
Google Analytics
●
Any
other services
not currently identified, but subsequently deemed necessary by SLG
during the transfer process
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EXHIBIT B
XXXX OF SALE
FOR GOOD, ADEQUATE, AND
VALUABLE CONSIDERATION, the receipt and sufficiency which is hereby
acknowledged, the undersigned Minehut, a sole proprietorship
("Seller") , hereby grants, bargains, sells, transfers, conveys,
and delivers to Super League Gaming , Inc., a Delaware corporation
("'Purchaser"), the following property:
I.
All tangible and intangible property listed in Exhibit A and in the
Asset Purchase Agreement (collectively, the "Assets") attached
hereto and incorporated herein in its entirety by this
reference.
Seller warrants and represents that it is
the lawful owner of all the Assets and that it has full legal
right, power, and authority to sell and transfer the Assets. Seller
further warrants and represents that the Assets are free from all
liens, encumbrances, liabilities, and adverse claims of every nature and
description and that Seller will warrant and defend the Assets
against any and all lawful claims.
Dated: June 22, 2018
SELLER:
MINEHUT,
A sole proprietorship
By: /s/ Xxxx Xxxxxxx
Xxxx
Xxxxxxx
PURCHASER:
By: /s/ Xxx
Xxxx
Xxx Xxxx
CEO & President
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