AGREEMENT FOR PURCHASE AND SALE OF ASSETS
EXHIBIT 10.1
AGREEMENT FOR PURCHASE AND SALE OF ASSETS
This AGREEMENT FOR PURCHASE AND SALE OF ASSETS is entered into with
an effective date of the 28th day of September, 2021, by and between ACL GROUP, Inc., a Wyoming corporation (the "Seller"), and KENILWORTH SYSTEMS CORP., a New York Corporation (the “Purchaser”).
2. PAYMENT FOR SELLER'S ASSETS.
2.1 The total payment for the Seller's Assets shall be as follows:
2.1.1 SECURED CONVERTIBLE PROMISSORY NOTE. At the Closing, Purchaser will deliver to Seller the following as partial consideration for the Seller's Assets:
(a) A Secured Convertible Promissory Note in the principal amount of $300,000,000, bearing an interest rate of 5% per annum, and convertible into Shares of Common Stock of the Purchaser in accordance with the terms of the Note, a copy of which is annexed hereto as Exhibit “B”.
(b) In accordance with the terms of the Secured Convertible Promissory Note, Purchaser will execute and deliver to Seller a Security Agreement and Form UCC-1 Filing Statement in the form annexed hereto as Exhibit “C”.
2.1.2 PURCHASER’S COMMON STOCK. As additional consideration for the Data, Purchaser shall issue to Seller 40,000,000 shares of Purchaser's authorized but unissued $0.001 par value common stock (the "Common Shares").
2.1.3 PURCHASER’S PREFERRED STOCK. As additional consideration for the Data, Purchaser shall issue to Seller 1,000,000 shares of Purchaser’s authorized but unissued Series “A” Preferred Stock, and 1,000 shares of Purchaser's authorized but unissued Series “B” Preferred Stock, which shall bear the rights, privileges and preferences as set forth in the Certificates of Designation annexed hereto as Exhibit “D” (the "Preferred Shares").
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2.1.4 COMMON STOCK PURCHASE WARRANTS. As additional consideration for the Data, Purchaser shall issue to Seller 20,000,000 Class “A” Common Stock Purchase Warrants, exercisable at $.02 per Share and expiring 10 years from the date of issuance. The Form of Common Stock Purchase Warrant is annexed hereto as Exhibit “E”.
4. SELLER'S OBLIGATIONS AT CLOSING; FURTHER ASSURANCES.
4.1 At the Closing, Seller shall deliver to the Purchaser:
4.1.1 a Xxxx of Sale and Assignment signed by Seller in the form annexed as Exhibit "F”;
4.1.2 any other instruments of assignment and transfer necessary to vest in Purchaser good and marketable title to the Data;
4.1.5 all documents required by this Agreement.
Seller has all requisite power and authority and is entitled to carry on its business as now being conducted.
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6.5 All representations of Purchaser contained in this Agreement or the related documents shall be correct when made and as of the Closing.
6.6 All duties required by this Agreement to be performed by Purchaser at or before the Closing shall be performed.
9. CONTROLLING LAW AND JURISDICTION. This Agreement has been negotiated and consummated in the State of Florida and shall be governed by, and construed in accordance with, the laws of the State of Florida without giving effect to principles governing conflicts of law. The Company irrevocably (A) consents that any legal action or proceeding against it relating to this Note may be commenced exclusively in the Courts of the State of Florida or the United States District Court with jurisdiction in the County of Broward, Florida, (B) submits to the jurisdiction of any such Court in any such action or proceeding and (C) waives any claim or defense in any such action or proceeding based on any alleged lack of jurisdiction, improper venue or forum non conveniens. Service of process may be effected by notice sent pursuant to Section 8 hereof.
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| SELLER:
ACL GROUP, INC.
By:____________________________________
PURCHASER:
By:____________________________________ |
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EXHIBIT “A”
DESCRIPTION OF DATA
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EXHIBIT “B”
SECURED CONVERTIBLE PROMISSORY NOTE
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EXHIBIT “C”
SECURITY AGREEMENT
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EXHIBIT “D”
PREFERRED STOCK CERTIFICATE OF DESIGNATION
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EXHIBIT “E”
FORM OF COMMON STOCK PURCHASE WARRANT
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EXHIBIT “F”
XXXX OF SALE
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