DEBT PURCHASE AND ASSIGNMENT AGREEMENT
Exhibit 6.4
DEBT PURCHASE AND ASSIGNMENT AGREEMENT
This Debt Purchase and Assignment Agreement (“Debt Purchase Agreement”) is made and entered into effective as of August 26, 2022, by and between South Coastal Investments, LLC. (“South Coastal”) and Xxxxx X. Xxxxxxx . (“XXXXXXX”).
RECITALS
WHEREAS, Genesis Electronics Group, Inc. is a publicly-traded corporation organized under the laws of the State of Nevada (“GEGI”) and as of June 30, 2022 is currently indebted to XXXXXXX in the principal amount of $493,450 (less two previously sold portions of the note worth $21,450) pursuant to a Promissory Note dated December 31, 2014 (the “Note”), a true and correct copy of which is attached hereto as Exhibit “A”; and
WHEREAS, XXXXXXX warrants and represents that GEGI is currently indebted to it under the Note in the principal amount of $493,450 and
WHEREAS, South Coastal desires to purchase $100,000 of the Debt owed by GEGI to XXXXXXX for $50,000; and
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:
1. Transfer and Assignment. XXXXXXX hereby irrevocably sells, assigns and transfers its rights, title and ownership in, and conversion rights thereof to, $100,000 of the December 31, 2014 Xxxxx X. Xxxxxxx Note for $50,000 to South Coastal. The remaining rights and interests in the balance of the Debt shall remain with XXXXXXX.
2. Consideration. Consideration to be paid to XXXXXXX shall be a total of$ 50,000 which payment shall be paid on or before August 26, 2022.
3. Consent to Assignment and Agreement to be Bound. XXXX hereby consents to the assignment of debt by XXXXXXX to South Coastal, and agrees to be bound by all the terms, conditions and obligations imposed upon it under the Debt.
4. Entire Agreement. This Debt Purchase Agreement embodies the entire agreement between XXXXXXX and South Coastal and supersedes any prior agreements, whether written or oral with respect to the subject matter thereof.
5. Successors. This Debt Purchase Agreement shall be binding upon and shall inure to the benefit of each of the parties to this Debt Purchase Agreement and each of their respective successors and assigns.
6. Counterparts. This Debt Purchase Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon and all of which together shall constitute one instrument.
7. Non-Affiliate Status. XXXXXXX hereby represents and warrants that neither it nor any of its affiliates is a control person nor an affiliate of GEGI and that neither it nor any of its affiliates has been an affiliate of GEGI at any time during the past 90 days.
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IN WITNESS WHEREOF, the parties hereto have caused this Debt Purchase and Assignment Agreement to be duly executed and delivered as of the date first written above.
| “XXXXXXX”: | “South Coastal”: |
| Xxxxx X. Xxxxxxx | South Coastal Investments, LLC |
| By: /s/ Xxxxx Xxxxxxx 8-26-2022 | By: /s/ Tru Le 8-26-2022 |
| Name: Xxxxx X. Xxxxxxx | Name: Xxx Xx |
| Title: an individual | Title: Managing Member |
| ACCEPTED, ACKNOWLEDGED AND APPROVED : | |
| GEGI- Genesis Electronics Group, Inc.. | |
| By: /s/ Xxxxxx Xxxxx 8-26-2022 | |
| Name: Xxxxxx Xxxxx | |
| Title: CEO |
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EXHIBIT “A”
Copy of $514,900.00 Face Amount Promissory Note dated December 31, 2014
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