ASSIGNMENT OF SECURITIES PURCHASE AGREEMENT

Exhibit 10.1

ASSIGNMENT OF SECURITIES PURCHASE AGREEMENT

This Assignment Agreement (the “Assignment Agreement”), dated February 10, 2022 is entered into between Xxxxxx Capital, Inc., a British Virgin Islands company (the “Company”), ATW Opportunities Master Fund L.P. (the “Assignor”) and parties set forth on Schedule I hereto (each, an “Assignee” and collectively the “Assignees”).

WHEREAS the Company and the Assignor have previously entered into a Securities Purchase Agreement dated December 13, 2021 as amended by Amendment No. 1 to the Agreement dated December 16, 2021 (as amended, the “Agreement”);

WHEREAS, the Agreement provided for the purchase by the Assignor of 1,177,500 pre-funded warrants of the Company for an aggregate purchase price of $2,355,000;

WHEREAS, assignment of the Agreement requires the consent of the parties thereto;

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Assignment Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company, the Assignor and the Assignees agree as follows:

1. Defined terms not otherwise defined herein shall have the meaning given to them in the Agreement and provisions of the Agreement not otherwise amended hereby shall continue in full force and effect.

2. The Assignor hereby assigns its right to purchase that number of pre-funded warrants for a per warrant purchase price of $2.00 each Assignee as set forth on Schedule I hereto and the related obligations under the Agreement to the Assignee (the “Assignment”) and the Company hereby consents to the Assignment. The Company hereby agrees that the Assignees shall be entitled to all other rights under the Agreement along with Purchaser (other than to purchase additional pre-funded warrants) including, without limitation, Section 4.7 of the Agreement.

3. The Assignees and the Company agree that the closing of the Assignment may occur prior to the closing of the remainder of the transactions contemplated by the Agreement. The Assignees and the Company further agree that the funding of the purchase price shall be made into an escrow account to be established at Loeb & Loeb LLP in accordance with the instructions set forth on Schedule II hereto.

5. Except as set forth herein or unless the context indicates otherwise, all references to the “Purchaser” in Article II shall be deemed to refer to each Assignee.

6. Each of the representations and warranties set forth in Section 3.2 of the Agreement that are being made by the Purchaser shall be deemed to be made by each of the Assignees.

7. This Agreement may be executed in one or more counterparts.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed by their respective authorized signatories as of the date first indicated above.

XXXXXX CAPITAL INC.			Address for Notice: 00 Xxxx 00xx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000
By:	/s/ Xxxxxx Xxxx		Fax:
Name:	Xxxxxx Xxxx
Title:	Chief Executive Officer

With a copy to (which shall not constitute notice)

Sichenzia Xxxx Xxxxxxx LLP

0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxxxxx Xxx, Esq.

ATW OPPORTUNITIES MASTER FUND L.P.			Address for Notice: 0000 XX 0xx Xxxxxx, #000 Xxxxx, XX 00000
By:	ATW Partners Opportunities Fund GP, LLC		Fax:
By:	/s/ Xxxxxxx Xxxx-Xxxxxxx, Xx.
Name:	Xxxxxxx Xxxx-Xxxxxxx, Xx.
Title:	Member

With a copy to (which shall not constitute notice):

Loeb & Loeb LLP

000 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxxxxx Xxxxxxxx, Esq.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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ASSIGNEE:

FEA FR8 LLC			Address for Notice:
By:			Fax:
By:	/s/ Xxxxxx Xxxxxxxx
Name:	Xxxxxx Xxxxxxxx
Title:	Manger

ASSIGNEE:

Xxxx Xxxxxx			Address for Notice:
By:			Fax:
By:	/s/ Xxxx Xxxxxx
Name:
Title:

ASSIGNEE:

Xxxxxxx Xxxxxxxx			Address for Notice:
By:
By:	/s/ Xxxxxxx Xxxxxxxx
Name:			Fax:
Title:

ASSIGNEE:

Grays West Ventures LLC			Address for Notice:
By:			Fax:
By:	/s/ Xxxxxxx Xxxxxxxx
Name:	Xxxxxxx Xxxxxxxx
Title:	Manager

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ASSIGNEE:

Xxxxxxx X. Xxxxxxxxx			Address for Notice:
By:			Fax:
By:	/s/ Xxxxxxx X. Xxxxxxxxx
Name:
Title:

ASSIGNEE:

M&M Energy Investors LLC			Address for Notice:
By:			Fax:
By:	/s/ Xxxxx Xxxxxx
Name:	Xxxxx Xxxxxx
Title:	Partner

ASSIGNEE:

Xxxxxxx Xxxxxxx			Address for Notice:
By:	/s/ Xxxxxxx Xxxxxxx		Fax:
By:
Name:
Title:

ASSIGNEE:

Xxxxxxxxx Trust			Address for Notice:
By:			Fax:
By:	/s/ Xxxx Xxxxxx Xxxxxxxxx
Name:	Xxxx Xxxxxx Xxxxxxxxx
Title:	Trustee

ASSIGNEE:

The Ezrah Charitable Trust			Address for Notice:
By:			Fax:
By:	/s/ Xxxxx Xxxxx
Name:	Xxxxx Xxxxx
Title:	Trustee

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SCHEDULE I

ASSIGNEE		NUMBER OF WARRANTS				AGGREGATE PURCHASE PRICE
FEA FR8 LLC			65,022			$	130,108
Xxxx Xxxxxx			93,241			$	186,575
Xxxxxxx Xxxxxxxx			13,004			$	26,022
Grays West Ventures LLC			6,502			$	13,011
Xxxxxxx X. Xxxxxxxxx			13,004			$	26,022
M&M Energy Investors LLC			2,341			$	4,684
Xxxxxxx Xxxxxxx			3,411			$	6,826
Xxxxxxxxx Trust			2,604			$	5,211
The Ezrah Charitable Trust			478,620			$	957,718

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SCHEDULE II

[FUNDING INSTRUCTIONS FROM ESCROW]

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