ASSET PURCHASE AGREEMENT
by and among
Aedan Looking Glass Inc (ALG) and
TURNKEY CAPITAL, INC.
July 31, 2023
TABLE OF CONTENTS
ARTICLE I PURCHASE AND SALE
Section 1.01 Purchase and Sale of Assets 5
Section 1.02 Reserved 5
Section 1.03 No Liabilities 5
Section 1.04 Purchase Price 5
Section 1.05 Allocation of Purchase Price 6
Section 1.06 Withholding Tax 6
ARTICLE II CLOSING
Section 2.01 Closing 6
Section 2.02 Closing Deliverables 6
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER
Section 3.01 Organization and Authority of Seller 8
Section 3.02 No Conflicts; Consents 8
Section 3.03 Title to Purchased Assets 8
Section 3.04 Condition of Assets 9
Section 3.05 Intellectual Property 9
Section 3.06 Assigned Contracts 9
Section 3.07 Compliance With Laws 10
Section 3.08 Legal Proceedings 10
Section 3.09 Brokers 10
Section 3.10 Seller's Acquisition of Buyer's Stock 10
Section 3.11 Full Disclosure 11
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER
Section 4.01 Organization and Authority of Buyer 11
Section 4.02 No Conflicts; Consents 12
Section 4.03 Legal Proceedings 12
Section 4.04 Brokers 12
ARTICLE V RESERVED 13
ARTICLE VI COVENANTS
Section 6.01 Conduct of Business Prior to Closing 13
Section 6.02 Access to Information 13
Section 6.03 Confidentiality 13
Section 6.04 Governmental Approvals and Consents 14
Section 6.05 Books and Records 14
Section 6.06 Closing Conditions 15
Section 6.07 Public Announcements 15
Section 6.08 Exclusivity 15
Section 6.09 Change of Name 15
Section 6.10 Non-Competition 15
Section 6.11 Public Announcements 16
Section 6.12 Bulk Sales Laws 16
Section 6.13 Transfer Taxes 17
Section 6.14 Further Assurances 17
ARTICLE VII CONDITIONS TO CLOSING
Section 7.01 Conditions to Obligations of All Parties 17
Section 7.02 Conditions to Obligations of Buyer 17
Section 7.03 Conditions to Obligations of Seller 18
ARTICLE VIII INDEMNIFICATION
Section 8.01 Survival 19
Section 8.02 Indemnification By Seller and Shareholder 19
Section 8.03 Indemnification By Buyer 20
Section 8.04 Indemnification Procedures 20
Section 8.05 Tax Treatment of Indemnification Payments 20
Section 8.06 Effect of Investigation 20
Section 8.07 Cumulative Remedies 21
ARTICLE IX TERMINATION
Section 9.01 Termination 21
Section 9.02 Effect of Termination 22
ARTICLE X MISCELLANEOUS
Section 10.01 Expenses 22
Section 10.02 Notices 22
Section 10.03 Headings 23
Section 10.04 Severability 23
Section 10.05 Entire Agreement 23
Section 10.06 Successors and Assigns 23
Section 10.07 No Third-party Beneficiaries 23
Section 10.08 Amendment and Modification 23
Section 10.09 Waiver 23
Section 10.10 Governing Law 24
Section 10.11 Submission to Jurisdiction 24
Section 10.12 Waiver of Jury Trial 24
Section 10.13 Specific Performance 24
Section 10.14 Counterparts 24
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT ("Agreement"), dated as of July
31, 2023, is entered into by and between Turnkey Capital, Inc., a Nevada
corporation ("Buyer"), Aedan Looking Glass Inc (ALG), a Wyoming
corporation ("Seller").
RECITALS
WHEREAS, ▇▇▇▇▇▇ is engaged in the business of developing secured
cloud-based technology applications, and other technologies (the
"Business");
WHEREAS, Seller wishes to sell and assign to Buyer, and ▇▇▇▇▇ wishes to
purchase and assume from Seller, certain assets subject to the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
ARTICLE I PURCHASE AND SALE
Section 1.01 Purchase and Sale of Assets. Subject to the terms and
conditions set forth herein, Seller shall sell, assign, transfer, convey
and deliver to Buyer, and Buyer shall purchase from Seller, all of
Seller's right, title and interest in the assets set forth on Exhibit A
of the disclosure schedules ("Disclosure Schedules") attached hereto
(the "Purchased Assets"), free and clear of any mortgage, pledge,
lien, charge, security interest, claim or other encumbrance
("Encumbrance") unless otherwise specifically agreed to in this
Agreement.
Section 1.02 Reserved.
Section 1.03 No Liabilities. Other than as set forth in this agreement,
Buyer shall not assume any liabilities or obligations of Seller of any
kind, whether known or unknown, contingent, matured or otherwise,
whether currently existing or hereinafter created unless they are
specifically listed in this Agreement.
Section 1.04 Purchase Price. The aggregate purchase price (the
"Purchase Price") for the Shares will be One Million Four Hundred
Eighty-Two Thousand Dollars ($1,482,000). Such consideration shall be
paid by the Buyer issuing and delivering to Seller (i) 18,525,000 shares
of the Buyer's restricted common stock upon the execution hereof
("Non-Refundable Shares"), and (ii) a block of Preferred B shares that
will give Seller voting control of the Buyer (the "Preferred Shares" and
together with the Non-Refundable Shares, collectively, the "Shares").
Section 1.05 Allocation of Purchase Price. Seller and Buyer agree to
allocate the Purchase Price among the Purchased Assets for all purposes
(including tax and financial accounting) in accordance with Section 1.05
of the Disclosure Schedules. Buyer and Seller shall file all tax returns
(including amended returns and claims for refund) and information
reports in a manner consistent with such allocation.
Section 1.06 Withholding Tax. Buyer shall be entitled to deduct and
withhold from the Purchase Price all taxes that Buyer may be required to
deduct and withhold under any applicable tax law. All such withheld
amounts shall be treated as delivered to Seller hereunder.
ARTICLE II CLOSING
Section 2.01 Closing. The purchase and sale (the "Closing") provided
for in this Agreement will take place at the offices of Buyer's
counsel at the offices of the Buyer at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇-▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. (local time) on the
second (2nd) business day after the satisfaction or waiver of, but
subject to the continued satisfaction or waiver of, the conditions set
forth in Article 7 (other than any such conditions that by their nature
are to be satisfied at the Closing, but subject to the satisfaction or
waiver of such conditions at the Closing) or at such other time and
place as the parties may agree (the "Closing Date"). Subject to the
provisions of Article 9, failure to consummate the purchase and sale
provided for in this Agreement on the date and time and at the place
determined under this Section 2.01 will not result in the termination of
this Agreement and will not relieve any party of any obligation under
this Agreement.
Section 2.02 Closing Deliverables.
(a) At the Closing, Seller shall deliver to Buyer the following:
(i) a bill of sale in a form mutually agreeable by the parties (the
"Bill of Sale") and duly executed by Seller, transferring the
Purchased Assets to Buyer;
(ii) an assignment and assumption agreement in a form mutually agreeable
by the parties (the "Assignment and Assumption Agreement") and duly
executed by Seller, effecting the assignment to and assumption by Buyer
of the Purchased Assets;
(iii) assignments in a form mutually agreeable by the parties (the
"Intellectual Property Assignments") and duly executed by Seller,
transferring all of Seller's right, title and interest in and to the
trademark registrations and applications, copyright registrations and
applications and domain name registrations included in the Purchased
Assets to Buyer;
(iv) copies of all consents, approvals, waivers and authorizations
referred to in this agreement;
(v) tax clearance certificates from the taxing authorities in the
jurisdictions that impose taxes on Seller or where Seller has a duty to
file tax returns in connection with the transactions contemplated by
this Agreement and evidence of the payment in full or other satisfaction
of any taxes owed by Seller in those jurisdictions;
(vi) a certificate of the Secretary of Seller certifying as to (A) the
resolutions of the board of directors of Seller, duly adopted and in
effect, which authorize the execution, delivery and performance of this
Agreement and the transactions contemplated hereby; and (B) the names
and signatures of the officers of Seller authorized to sign this
Agreement and the documents to be delivered hereunder;
(vii) such other customary instruments of transfer, assumption, filings
or documents, in form and substance reasonably satisfactory to Buyer, as
may be required to give effect to this Agreement; and
(viii) Current officers of the Buyer will Resign all positions in
Turnkey Capital Inc., and people listed by the Seller in Addendum B will
become the officers of Turnkey Capital, Inc.;
(b) At the Closing, Buyer shall deliver to Seller the following:
(i) A share certificates for the common shares issued to the sellers
shareholders as set forth in Exhibit B and preferred shares representing
the Purchase Price;
(ii) the Assignment and Assumption Agreement duly executed by ▇▇▇▇▇;
(iii) copies of all consents and authorizations referred to in this
agreement; and
(iv) a certificate of the Secretary of Buyer certifying as to (A) the
resolutions of the board of directors of ▇▇▇▇▇, duly adopted and in
effect, which authorize the execution, delivery and performance of this
Agreement and the transactions contemplated hereby; and (B) the names
and signatures of the officers of Buyer authorized to sign this
Agreement and the documents to be delivered hereunder.
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER
Except as otherwise expressly set forth in the Disclosure Schedules,
Seller and Shareholder jointly and severally represent and warrant to
Buyer that the statements contained in this ARTICLE III are true and
correct as of the Closing Date.
Section 3.01 Organization and Authority of Seller; Authority of
Shareholder; Enforceability.
(a) Seller is a corporation duly organized, validly existing and in good
standing under the laws of the state of Wyoming. Seller has full
corporate power and authority to enter into this Agreement and the
documents to be delivered hereunder, to carry out its obligations
hereunder and to consummate the transactions contemplated hereby. The
execution, delivery and performance by Seller of this Agreement and the
documents to be delivered hereunder and the consummation of the
transactions contemplated hereby have been duly authorized by all
requisite corporate action on the part of Seller.
(b) Shareholder is an individual residing in the state of California and
is competent and has the full power and capacity to execute and deliver
this Agreement and any other related documents to which Shareholder is a
party, to carry out his obligations hereunder and thereunder and to
consummate the transactions contemplated hereby and thereby. This
Agreement has been duly executed and delivered by ▇▇▇▇▇▇▇▇▇▇▇, and
(assuming due authorization, execution and delivery by Buyer) this
Agreement constitutes a legal, valid and binding obligation of
Shareholder enforceable against Shareholder in accordance with its
terms.
(c) This Agreement and the documents to be delivered hereunder have been
duly executed and delivered by ▇▇▇▇▇▇, and (assuming due authorization,
execution and delivery by ▇▇▇▇▇) this Agreement and the documents to be
delivered hereunder constitute legal, valid and binding obligations of
Seller, enforceable against Seller in accordance with their respective
terms.
Section 3.02 No Conflicts; Consents. The execution, delivery and
performance by Seller of this Agreement and the documents to be
delivered hereunder, and the consummation of the transactions
contemplated hereby, do not and will not: (a) violate or conflict with
the certificate of incorporation, by-laws or other organizational
documents of Seller; (b) violate or conflict with any judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to Seller
or the Purchased Assets; (c) conflict with, or result in (with or
without notice or lapse of time or both) any violation of, or default
under, or give rise to a right of termination, acceleration or
modification of any obligation or loss of any benefit under any contract
or other instrument to which Seller is a party or to which any of the
Purchased Assets are subject; or (d) result in the creation or
imposition of any Encumbrance on the Purchased Assets. No consent,
approval, waiver or authorization is required to be obtained by Seller
from any person or entity (including any governmental authority) in
connection with the execution, delivery and performance by Seller of
this Agreement and the consummation of the transactions contemplated
hereby.
Section 3.03 Title to Purchased Assets. Seller owns and has good title
to the Purchased Assets, free and clear of Encumbrances.
Section 3.04 Condition of Assets. The Purchased Assets are in good
condition and are adequate for the uses to which they are being put, and
none of such Purchased Assets are in need of maintenance or repairs
except for ordinary, routine maintenance and repairs that are not
material in nature or cost.
Section 3.05 Intellectual Property.
(a) "Intellectual Property" means any and all of the following in
any jurisdiction throughout the world: (i) trademarks and service marks,
including all applications and registrations and the goodwill connected
with the use of and symbolized by the foregoing; (ii) copyrights,
including all applications and registrations related to the foregoing;
(iii) trade secrets and confidential know-how; (iv) patents and patent
applications; (v) websites and internet domain name registrations; and
(vi) other intellectual property and related proprietary rights,
interests and protections (including all rights to sue and recover and
retain damages, costs and attorneys' fees for past, present and future
infringement and any other rights relating to any of the foregoing).
(b) Section 3.05(b) of the Disclosure Schedules lists all Intellectual
Property included in the Purchased Assets ("Purchased IP"). Seller
owns or has adequate, valid and enforceable rights to use all the
Purchased IP, free and clear of all Encumbrances. Seller is not bound by
any outstanding judgment, injunction, order or decree restricting the
use of the Purchased IP, or restricting the licensing thereof to any
person or entity. With respect to the registered Intellectual Property
listed on Section 3.05(b) of the Disclosure Schedules, (i) all such
Intellectual Property is valid, subsisting and in full force and effect;
and (ii) Seller has paid all maintenance fees and made all filings
required to maintain Seller's ownership thereof. For all such registered
Intellectual Property, Section 3.05(b) of the Disclosure Schedules lists
(A) the jurisdiction where the application or registration is located;
(B) the application or registration number; and (C) the application or
registration date.
(c) Seller's prior and current use of the Purchased IP has not and does
not infringe, violate, dilute or misappropriate the Intellectual
Property of any person or entity and there are no claims pending or
threatened by any person or entity with respect to the ownership,
validity, enforceability, effectiveness or use of the Purchased IP. No
person or entity is infringing, misappropriating, diluting or otherwise
violating any of the Purchased IP, and neither Seller nor any affiliate
of Seller has made or asserted any claim, demand or notice against any
person or entity alleging any such infringement, misappropriation,
dilution or other violation.
Section 3.06 Assigned Contracts. Section 3.07 of the Disclosure
Schedules includes each contract included in the Purchased Assets and
being assigned to and assumed by Buyer (the "Assigned Contracts").
Each Assigned Contract is valid and binding on Seller in accordance with
its terms and is in full force and effect. None of Seller or, to
Seller's knowledge, any other party thereto is in breach of or default
under (or is alleged to be in breach of or default under), or has
provided or received any notice of any intention to terminate, any
Assigned Contract. No event or circumstance has occurred that, with or
without notice or lapse of time or both, would constitute an event of
default under any Assigned Contract or result in a termination thereof
or would cause or permit the acceleration or other changes of any right
or obligation or the loss of benefit thereunder. Complete and correct
copies of each Assigned Contract have been made available to Buyer.
There are no disputes pending or threatened under any Assigned Contract.
Section 3.07 Compliance With Laws. Seller has complied, and is now
complying, with all applicable federal, state and local laws and
regulations applicable to ownership and use of the Purchased Assets.
Section 3.08 Legal Proceedings. There is no claim, action, suit,
proceeding or governmental investigation ("Action") of any nature
pending or, to Seller's knowledge, threatened against or by Seller (a)
relating to or affecting the Purchased Assets; or (b) that challenges or
seeks to prevent, enjoin or otherwise delay the transactions
contemplated by this Agreement. No event has occurred or circumstances
exist that may give rise to, or serve as a basis for, any such Action.
Section 3.09 Brokers. No broker, finder or investment banker is entitled
to any brokerage, finder's or other fee or commission in connection with
the transactions contemplated by this Agreement based upon arrangements
made by or on behalf of Seller.
Section 3.10 Seller's Acquisition of Buyer's Stock. Seller
acknowledges and separately represents and warrants to Buyer the
following with respect to the Shares to be transferred to Seller in
accordance with this Agreement: The Seller acknowledges and understands
that the Shares are characterized as "restricted securities" under
the U.S. federal securities laws inasmuch as they are being acquired
from the Buyer in a transaction not involving a public offering and that
under such laws and applicable regulations such securities may be resold
without registration under the Securities Act only in certain limited
circumstances. The Seller acknowledges that the Buyer has no obligation
to file a registration statement regarding Seller's resale of the
Shares. In this connection, the Seller represents that it is familiar
with Rule 144 under the Securities Act ("Rule 144"), as presently in
effect, and understands the resale limitations imposed thereby. The
Seller understands that Seller must hold the Shares indefinitely unless
such Shares, as applicable, are registered with the SEC and qualified by
state authorities, or an exemption from such registration and
qualification requirements is available. The Seller further acknowledges
that if an exemption from registration or qualification is available, it
may be conditioned on various requirements including, but not limited
to, the time and manner of sale, the holding period for the Shares, and
on requirements relating to the Buyer which are outside of the Seller's
control, and which the Buyer is under no obligation and may not be able
to satisfy. In this regard, Seller understand and acknowledges that the
Buyer has not represented or warranted that the Buyer has never been an
issuer described in Rule 144(i)(1)(i).
(b) SEC Reports. The Seller acknowledges that the Buyer is currently
delinquent in its SEC Filings and OTC disclosure documents. Both the
Seller and the Buyer have a mutual understanding the filings will be
completed after the closing and will work together to bring the company
current. In making this investment, the Seller has not relied upon any
information not included in the Disclosure Documents or this Agreement,
and the Seller has not relied upon any representations or warranties
made by the Buyer, any other director or officer thereof, except as
expressly set forth in this Agreement.
(c) Public Information. The Seller understands that the Buyer has not
agreed with the Seller to comply with the public information or other
provisions of Rule 144 or any other exemption under U.S. federal or
state law respecting the resale or other transfer of the Shares.
(d) Investment Purposes. The Shares are being acquired by Seller for
investment purposes and not with a view to distribution or resale. Such
stock may not be sold, conveyed or otherwise transferred without an
effective registration statement for the Shares under the Securities Act
of 1933, or unless an exemption under registration is available.
Further, the Shares have not been registered under applicable federal
and state securities laws and, unless so registered, the Shares owned by
Seller may not be reoffered for sale or resold, except in a transaction
exempt under the applicable federal and state securities laws.
(e) Experienced. Seller is knowledgeable and experienced in financial
and business matters as it relates to the Buyer's business and is in a
position to make the informal investment decisions concerning the
receipt of the Shares and any risks incumbent thereto.
(f) Own Advisors. Seller has relied solely upon its own tax and
financial representatives in connection with the tax consequences to it
in this transaction.
Section 3.11 Full Disclosure. No representation or warranty by Seller in
this Agreement and no statement contained in the Disclosure Schedules to
this Agreement or any certificate or other document furnished or to be
furnished to Buyer pursuant to this Agreement contains any untrue
statement of a material fact, or omits to state a material fact
necessary to make the statements contained therein, in light of the
circumstances in which they are made, not misleading.
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that the statements contained in
this ARTICLE IV are true and correct as of the date hereof. For purposes
of this ARTICLE IV, "▇▇▇▇▇'s knowledge," "knowledge of Buyer" and any
similar phrases shall mean the actual or constructive knowledge of any
director or officer of Buyer, after due inquiry.
Section 4.01 Organization and Authority of Buyer; Enforceability. Buyer
is a corporation duly organized, validly existing and in good standing
under the laws of the state of Nevada. ▇▇▇▇▇ has full corporate power
and authority to enter into this Agreement and the documents to be
delivered hereunder, to carry out its obligations hereunder and to
consummate the transactions contemplated hereby. The execution, delivery
and performance by ▇▇▇▇▇ of this Agreement and the documents to be
delivered hereunder and the consummation of the transactions
contemplated hereby have been duly authorized by all requisite corporate
action on the part of Buyer. This Agreement and the documents to be
delivered hereunder have been duly executed and delivered by ▇▇▇▇▇, and
(assuming due authorization, execution and delivery by Seller) this
Agreement and the documents to be delivered hereunder constitute legal,
valid and binding obligations of Buyer enforceable against Buyer in
accordance with their respective terms.
Section 4.02 No Conflicts; Consents. The execution, delivery and
performance by Buyer of this Agreement and the documents to be delivered
hereunder, and the consummation of the transactions contemplated hereby,
do not and will not: (a) violate or conflict with the certificate of
incorporation, by-laws or other organizational documents of Buyer; (b)
violate or conflict with any judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Buyer; or (c) conflict with,
or result in (with or without notice or lapse of time or both) any
violation of, or default under, or give rise to a right of termination,
acceleration or modification of any obligation or loss of any benefit
under any contract or other instrument to which Buyer is a party. No
consent, approval, waiver or authorization is required to be obtained by
Buyer from any person or entity (including any governmental authority)
in connection with the execution, delivery and performance by Buyer of
this Agreement and the consummation of the transactions contemplated
hereby.
Section 4.03 Legal Proceedings. There is no Action of any nature pending
or, to ▇▇▇▇▇'s knowledge, threatened against or by ▇▇▇▇▇ that challenges
or seeks to prevent, enjoin or otherwise delay the transactions
contemplated by this Agreement. No event has occurred or circumstances
exist that may give rise to, or serve as a basis for, any such Action.
Section 4.04 Brokers. No broker, finder or investment banker is entitled
to any brokerage, finder's or other fee or commission in connection with
the transactions contemplated by this Agreement based upon arrangements
made by or on behalf of Buyer.
Section 4.05 The Shares. The Shares are been duly authorized, validly
issued and fully paid and nonassessable, and shall be free and clear of
all Encumbrances, except as imposed by applicable securities laws. All
of the issued and outstanding shares of capital stock of Buyer have been
duly authorized and validly issued and are fully paid, nonassessable and
free of pre-emptive rights, were issued in full compliance with
applicable state and federal securities law and any rights of third
parties. No person is entitled to preemptive or similar statutory or
contractual rights with respect to any securities of the Buyer. Other
than described in the Disclosure Documents, there are no outstanding
warrants, options, convertible securities or other rights, agreements or
arrangements of any character under which the Buyer is or may be
obligated to issue any equity securities of any kind. Except as
contemplated by this Agreement, the Buyer is currently in negotiations
for the issuance of any equity securities of any kind. The issuance and
sale of the Shares hereunder will not obligate the Buyer to issue shares
of common stock or other securities to any other person and will not
result in the adjustment of the exercise, conversion, exchange or reset
price of any outstanding security.
ARTICLE V RESERVED
ARTICLE VI COVENANTS
Section 6.01 Conduct of Business Prior to the Closing. From the date
hereof until the Closing, except as otherwise provided in this Agreement
or consented to in writing by Buyer (which consent shall not be
unreasonably withheld, conditioned or delayed), Seller shall (a) conduct
the Business in the ordinary course of business; and (b) use
commercially reasonable efforts to maintain and preserve intact its
current Business organization, operations and franchise and to preserve
the rights, franchises, goodwill and relationships of its employees,
customers, lenders, suppliers, regulators and others having
relationships with the Business. From the date hereof until the Closing
Date, except as consented to in writing by ▇▇▇▇▇ (which consent shall
not be unreasonably withheld, conditioned or delayed), Seller shall not
take any action that would cause any of the changes, events or
conditions described in in this agreement to occur.
Section 6.02 Access to Information. From the date hereof until the
Closing, Seller shall (a) afford Buyer and its representatives
reasonable access to and the right to inspect all of the properties,
assets, premises, books and records, Assigned Contracts and other
documents and data related to the Business; (b) furnish Buyer and its
Representatives with such financial, operating and other data and
information related to the Business as Buyer or any of its
Representatives may reasonably request; and (c) instruct the
Representatives of Seller to cooperate with Buyer in its investigation
of the Business; provided, however, that any such investigation shall be
conducted during normal business hours upon reasonable advance notice to
Seller, under the supervision of Seller's personnel and in such a manner
as not to interfere with the conduct of the Business or any other
businesses of Seller. All requests by Buyer for access pursuant to this
agreement shall be submitted or directed exclusively to such individuals
as Seller may designate in writing from time to time. Notwithstanding
anything to the contrary in this Agreement, Seller shall not be required
to disclose any information to Buyer if such disclosure would, in
Seller's sole discretion: (w) cause significant competitive harm to
Seller and its businesses, including the Business, if the transactions
contemplated by this Agreement are not consummated; (x) jeopardize any
attorney-client or other privilege; or (y) contravene any applicable
law, fiduciary duty or binding agreement entered into prior to the date
of this Agreement. Prior to the Closing, without the prior written
consent of Seller, which may be withheld for any reason, Buyer shall not
contact any suppliers to, or customers of, the Business and Buyer shall
have no right to perform invasive or subsurface investigations of the
Business. Buyer shall, and shall cause its Representatives to, abide by
the terms of the Confidentiality Agreement with respect to any access or
information provided pursuant to this agreement.
Section 6.03 Confidentiality. ▇▇▇▇▇ acknowledges and agrees that the
Confidentiality Agreement remains in full force and effect and, in
addition, covenants and agrees to keep confidential, in accordance with
the provisions of the Confidentiality Agreement, information provided to
Buyer pursuant to this Agreement. If this Agreement is, for any reason,
terminated prior to the Closing, the Confidentiality Agreement and the
provisions of this agreement shall nonetheless continue in full force
and effect.
Section 6.04 Governmental Approvals and Consents.
(a) Each party hereto shall, as promptly as possible, use its reasonable
best efforts to obtain, or cause to be obtained, all consents,
authorizations, orders and approvals from all governmental authorities
that may be or become necessary for its execution and delivery of this
Agreement and the performance of its obligations pursuant to this
Agreement and any other related transaction documents. Each party shall
cooperate fully with the other party and its affiliates in promptly
seeking to obtain all such consents, authorizations, orders and
approvals. The parties hereto shall not willfully take any action that
will have the effect of delaying, impairing or impeding the receipt of
any required consents, authorizations, orders and approvals.
(b) All analyses, appearances, meetings, discussions, presentations,
memoranda, briefs, filings, arguments, and proposals made by or on
behalf of either party before any Governmental Authority or the staff or
regulators of any Governmental Authority, in connection with the
transactions contemplated hereunder (but, for the avoidance of doubt,
not including any interactions between Seller with Governmental
Authorities in the ordinary course of business, any disclosure which is
not permitted by law or any disclosure containing confidential
information) shall be disclosed to the other party hereunder in advance
of any filing, submission or attendance, it being the intent that the
parties will consult and cooperate with one another, and consider in
good faith the views of one another, in connection with any such
analyses, appearances, meetings, discussions, presentations, memoranda,
briefs, filings, arguments, and proposals. Each party shall give notice
to the other party with respect to any meeting, discussion, appearance
or contact with any Governmental Authority or the staff or regulators of
any Governmental Authority, with such notice being sufficient to provide
the other party with the opportunity to attend and participate in such
meeting, discussion, appearance or contact.
(c) Seller and Buyer shall use commercially reasonable efforts to give
all notices to, and obtain all consents from, all third parties that are
described in this agreement of the Disclosure Schedules; provided,
however, that Seller shall not be obligated to pay any consideration
therefor to any third party from whom consent or approval is requested.
Section 6.05 Books and Records.
(a) In order to facilitate the resolution of any claims made against or
incurred by Seller prior to the Closing, or for any other reasonable
purpose, for a period of two (2) years after the Closing, Buyer shall:
(i) retain the books and records (including personnel files) relating to
periods prior to the Closing in a manner reasonably consistent with the
prior practices of Seller; and
(ii) upon reasonable notice, afford the Seller's Representatives
reasonable access (including the right to make, at Seller's expense,
photocopies), during normal business hours, to such books and records.
(b) In order to facilitate the resolution of any claims made by or
against or incurred by ▇▇▇▇▇ after the Closing, or for any other
reasonable purpose, for a period of two (2) years after the Closing,
Seller shall:
(i) retain the books and records (including personnel files) of Seller
which relate to the Business and its operations for periods prior to the
Closing; and
(ii) upon reasonable notice, afford the Buyer's Representatives
reasonable access (including the right to make, at ▇▇▇▇▇'s expense,
photocopies), during normal business hours, to such books and records.
(c) Neither Buyer nor Seller shall be obligated to provide the other
party with access to any books or records (including personnel files)
pursuant to this Section 6.05 where such access would violate any law.
Section 6.06 Closing Conditions. From the date hereof until the Closing,
each party hereto shall use commercially reasonable efforts to take such
actions as are necessary to expeditiously satisfy the closing conditions
set forth in Article VII hereof.
Section 6.07 Public Announcements. Unless otherwise required by
applicable law or stock exchange requirements (based upon the reasonable
advice of counsel), no party to this Agreement shall make any public
announcements in respect of this Agreement or the transactions
contemplated hereby or otherwise communicate with any news media without
the prior written consent of the other party (which consent shall not be
unreasonably withheld, conditioned or delayed), and the parties shall
cooperate as to the timing and contents of any such announcement.
Section 6.08 Exclusivity. For so long as this Agreement shall remain in
effect, the Seller will not (i) solicit, initiate, or encourage the
submission of any proposal or offer from any person or entity relating
to the acquisition of any capital stock or other voting securities, or
any substantial portion of the assets of, the Seller (including any
acquisition structured as a merger, consolidation, or share exchange) or
(ii) participate in any discussions or negotiations regarding, furnish
any information with respect to, assist or participate in, or facilitate
in any other manner any effort or attempt by any person or entity to do
or seek any of the foregoing. The Seller will notify the Buyer
immediately if any person or entity makes any proposal, offer, inquiry,
or contact with respect to any of the foregoing.
Section 6.09 Reserved.
Section 6.10 Non-Competition.
(a) For a period of four (4) years commencing on the Closing Date (the
"Restricted Period"), Seller shall not, and Seller shall not permit
any of their respective affiliates to, directly or indirectly, (i)
engage in or assist others in engaging in the Business in the United
States; (ii) have an interest in any person that engages in the Business
in the United State in any capacity, including as a partner,
shareholder, member, employee, principal, agent, trustee or consultant;
or (iii) cause, induce or encourage any actual or prospective client,
customer, supplier, licensor, licensee or other business relation of the
Business (in each case as of the Closing Date), to terminate or
adversely modify (as to the Business or Buyer) any such actual or
prospective relationship. Notwithstanding the foregoing, Seller may own,
directly or indirectly, solely as an investment, securities of any
person traded on any national securities exchange if Seller is not a
controlling person of, or a member of a group which controls, such
person and does not, directly or indirectly, own five percent (5%) or
more of any class of securities of such person.
(b) Seller acknowledges that a breach or threatened breach of this
Section 6.10 may give rise to irreparable harm to Buyer, for which
monetary damages may not be an adequate remedy, and hereby agree that in
the event of a breach or a threatened breach by Seller of any such
obligations, Buyer shall, in addition to any and all other rights and
remedies that may be available to it in respect of such breach, be
entitled to equitable relief, including a temporary restraining order,
an injunction, specific performance and any other relief that may be
available from a court of competent jurisdiction.
(c) Seller acknowledges that the restrictions contained in this Section
6.10 are reasonable and necessary to protect the legitimate interests of
Buyer and constitute a material inducement to Buyer to enter into this
Agreement and consummate the transactions contemplated by this
Agreement. In the event that any covenant contained in this Section 6.10
should ever be adjudicated to exceed the time, geographic, product or
service or other limitations permitted by applicable law in any
jurisdiction, then any court is expressly empowered to reform such
covenant, and such covenant shall be deemed reformed, in such
jurisdiction to the maximum time, geographic, product or service or
other limitations permitted by applicable law. The covenants contained
in this Section 6.10 and each provision hereof are severable and
distinct covenants and provisions. The invalidity or unenforceability of
any such covenant or provision as written shall not invalidate or render
unenforceable the remaining covenants or provisions hereof, and any such
invalidity or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such covenant or provision in any other
jurisdiction.
Section 6.11 Public Announcements. Unless otherwise required by
applicable law, neither party shall make any public announcements
regarding this Agreement or the transactions contemplated hereby without
the prior written consent of the other party (which consent shall not be
unreasonably withheld or delayed).
Section 6.12 Bulk Sales Laws. The parties hereby waive compliance with
the provisions of any bulk sales, bulk transfer or similar laws of any
jurisdiction that may otherwise be applicable with respect to the sale
of any or all of the Purchased Assets to Buyer.
Section 6.13 Transfer Taxes. All transfer, documentary, sales, use,
stamp, registration, value added and other such taxes and fees
(including any penalties and interest) incurred in connection with this
Agreement and the documents to be delivered hereunder shall be borne and
paid by Seller when due. Seller shall, at its own expense, timely file
any tax return or other document with respect to such taxes or fees (and
Buyer shall cooperate with respect thereto as necessary).
Section 6.14 Further Assurances. Following the Closing, each of the
parties hereto shall execute and deliver such additional documents,
instruments, conveyances and assurances and take such further actions as
may be reasonably required to carry out the provisions hereof and give
effect to the transactions contemplated by this Agreement and the
documents to be delivered hereunder.
ARTICLE VII CONDITIONS TO CLOSING
Section 7.01 Conditions to Obligations of All Parties. The obligations
of each party to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment, at or prior to the
Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated,
enforced or entered any Governmental Order which is in effect and has
the effect of making the transactions contemplated by this Agreement
illegal, otherwise restraining or prohibiting consummation of such
transactions or causing any of the transactions contemplated hereunder
to be rescinded following completion thereof.
Section 7.02 Conditions to Obligations of Buyer. The obligations of
Buyer to consummate the transactions contemplated by this Agreement
shall be subject to the fulfillment or ▇▇▇▇▇'s waiver, at or prior to
the Closing, of each of the following conditions:
(a) The representations and warranties of Seller contained in Article
III shall be true and correct in all respects as of the Closing Date
with the same effect as though made at and as of such date (except those
representations and warranties that address matters only as of a
specified date, which shall be true and correct in all respects as of
that specified date), except where the failure of such representations
and warranties to be true and correct would not have a Material Adverse
Effect.
(b) Seller shall have duly performed and complied in all material
respects with all agreements, covenants and conditions required by this
Agreement and each of the other Transaction Documents to be performed or
complied with by it prior to or on the Closing Date.
(c) Seller shall have delivered to Buyer duly executed counterparts to
the Transaction Documents (other than this Agreement) and such other
documents and deliveries set forth in Section 3.02(a).
(d) ▇▇▇▇▇ shall have received a certificate, dated the Closing Date and
signed by a duly authorized officer of Seller, that each of the
conditions set forth in Section 7.02(a) and Section 7.02(b) have been
satisfied (the "Seller Closing Certificate").
(e) ▇▇▇▇▇ shall have received a certificate of the Secretary or an
Assistant Secretary (or equivalent officer) of Seller certifying that
attached thereto are true and complete copies of all resolutions adopted
by the board of directors of Seller authorizing the execution, delivery
and performance of this Agreement and the other Transaction Documents
and the consummation of the transactions contemplated hereby and
thereby, and that all such resolutions are in full force and effect and
are all the resolutions adopted in connection with the transactions
contemplated hereby and thereby.
(f) ▇▇▇▇▇ shall have received a certificate of the Secretary or an
Assistant Secretary (or equivalent officer) of Seller certifying the
names and signatures of the officers of Seller authorized to sign this
Agreement, the Transaction Documents and the other documents to be
delivered hereunder and thereunder.
(g) 409A Valuation. Seller shall have performed, at their own expense, a
409A Valuation as set forth in Exhibit C.
Section 7.03 Conditions to Obligations of Seller. The obligations of
Seller to consummate the transactions contemplated by this Agreement
shall be subject to the fulfillment or Seller's waiver, at or prior to
the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer contained in Article IV
shall be true and correct in all respects as of the Closing Date with
the same effect as though made at and as of such date (except those
representations and warranties that address matters only as of a
specified date, which shall be true and correct in all respects as of
that specified date), except where the failure of such representations
and warranties to be true and correct would not have a material adverse
effect on Buyer's ability to consummate the transactions contemplated
hereby.
(b) Buyer shall have duly performed and complied in all material
respects with all agreements, covenants and conditions required by this
Agreement and each of the other Transaction Documents to be performed or
complied with by it prior to or on the Closing Date.
(c) Buyer shall have delivered to Seller the Purchase Price, duly
executed counterparts to the Transaction Documents (other than this
Agreement) and such other documents and deliveries set forth in Section
3.02(b).
(d) Seller shall have received a certificate, dated the Closing Date and
signed by a duly authorized officer of Buyer, that each of the
conditions set forth in Section 7.03(a) and Section 7.03(b) have been
satisfied (the "Buyer Closing Certificate").
(e) Seller shall have received a certificate of the Secretary or an
Assistant Secretary (or equivalent officer) of Buyer certifying that
attached thereto are true and complete copies of all resolutions adopted
by the board of directors of Buyer authorizing the execution, delivery
and performance of this Agreement and the other Transaction Documents
and the consummation of the transactions contemplated hereby and
thereby, and that all such resolutions are in full force and effect and
are all the resolutions adopted in connection with the transactions
contemplated hereby and thereby.
(f) Seller shall have received a certificate of the Secretary or an
Assistant Secretary (or equivalent officer) of Buyer certifying the
names and signatures of the officers of Buyer authorized to sign this
Agreement, the Transaction Documents and the other documents to be
delivered hereunder and thereunder.
ARTICLE VIII INDEMNIFICATION
Section 8.01 Survival. All representations, warranties, covenants and
agreements contained herein and all related rights to indemnification
shall survive the Closing.
Section 8.02 Indemnification By Seller and Shareholder. Seller and
Shareholder shall jointly and severally defend, indemnify and hold
harmless Buyer, its affiliates and their respective stockholders,
directors, officers and employees from and against all claims,
judgments, damages, liabilities, settlements, losses, costs and
expenses, including attorneys' fees and disbursements, arising from or
relating to:
(a) any inaccuracy in or breach of any of the representations or
warranties of Seller and Shareholder contained in this Agreement or any
document to be delivered hereunder; or
(b) any breach or non-fulfillment of any covenant, agreement or
obligation to be performed by Seller and Shareholder pursuant to this
Agreement or any document to be delivered hereunder.
Section 8.03 Indemnification By Buyer. Buyer shall defend, indemnify and
hold harmless Seller, its affiliates and their respective stockholders,
directors, officers and employees from and against all claims,
judgments, damages, liabilities, settlements, losses, costs and
expenses, including attorneys' fees and disbursements, arising from or
relating to:
(a) any inaccuracy in or breach of any of the representations or
warranties of Buyer contained in this Agreement or any document to be
delivered hereunder; or
(b) any breach or non-fulfillment of any covenant, agreement or
obligation to be performed by Buyer pursuant to this Agreement or any
document to be delivered hereunder.
Section 8.04 Indemnification Procedures. Whenever any claim shall arise
for indemnification hereunder, the party entitled to indemnification
(the "Indemnified Party") shall promptly provide written notice of
such claim to the other party (the "Indemnifying Party"). In
connection with any claim giving rise to indemnity hereunder resulting
from or arising out of any Action 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 Action with counsel reasonably satisfactory to the
Indemnified Party. The Indemnified Party shall be entitled to
participate in the defense of any such Action, with its counsel and at
its own cost and expense. If the Indemnifying Party does not assume the
defense of any such Action, the Indemnified Party may, but shall not be
obligated to, defend against such Action in such manner as it may deem
appropriate, including, but not limited to, settling such Action, 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 Action without the Indemnified
Party's prior written consent (which consent shall not be unreasonably
withheld or delayed).
Section 8.05 Tax Treatment of Indemnification Payments. All
indemnification payments made by Seller and Shareholder on a joint and
several basis under this Agreement shall be treated by the parties as an
adjustment to the Purchase Price for tax purposes, unless otherwise
required by law.
Section 8.06 Effect of Investigation. A party's right to indemnification
or other remedy based on the representations, warranties, covenants and
agreements of the other party contained herein will not be affected by
any investigation conducted by the Indemnified Party with respect to, or
any knowledge acquired by the other party at any time, with respect to
the accuracy or inaccuracy of or compliance with, any such
representation, warranty, covenant or agreement.
Section 8.07 Cumulative Remedies. The rights and remedies provided in
this ARTICLE VIII are cumulative and are in addition to and not in
substitution for any other rights and remedies available at law or in
equity or otherwise.
ARTICLE IX TERMINATION
Section 9.01 Termination. This Agreement may be terminated at any time
prior to the Closing:
(a) by the mutual written consent of ▇▇▇▇▇▇ and ▇▇▇▇▇;
(b) by Buyer by written notice to Seller if:
(i) Buyer is not then in material breach of any provision of this
Agreement and there has been a material breach, inaccuracy in or failure
to perform any representation, warranty, covenant or agreement made by
Seller pursuant to this Agreement that would give rise to the failure of
any of the conditions specified in Article VII and such breach,
inaccuracy or failure cannot be cured by Seller by July 31, 2023,
provided, however that such Date may be extended by mutual agreement of
the Buyer and Seller for a total of three (3) additional thirty (30) day
periods; or
(ii) any of the conditions set forth in Section 7.01 or Section 7.02
shall not have been fulfilled by the Date, unless such failure shall be
due to the failure of Buyer to perform or comply with any of the
covenants, agreements or conditions hereof to be performed or complied
with by it prior to the Closing;
(c) by Seller by written notice to Buyer if:
(i) Seller is not then in material breach of any provision of this
Agreement and there has been a material breach, inaccuracy in or failure
to perform any representation, warranty, covenant or agreement made by
Buyer pursuant to this Agreement that would give rise to the failure of
any of the conditions specified in Article VII and such breach,
inaccuracy or failure cannot be cured by Buyer by the Date; or
(ii) any of the conditions set forth in Section 7.01 or Section 7.03
shall not have been fulfilled by the Date, unless such failure shall be
due to the failure of Seller to perform or comply with any of the
covenants, agreements or conditions hereof to be performed or complied
with by it prior to the Closing; or
(d) by Buyer or Seller in the event that:
(i) there shall be any Law that makes consummation of the transactions
contemplated by this Agreement illegal or otherwise prohibited; or
(ii) any Governmental Authority shall have issued a Governmental Order
restraining or enjoining the transactions contemplated by this
Agreement, and such Governmental Order shall have become final and
non-appealable.
Section 9.02 Effect of Termination. In the event of the termination of
this Agreement in accordance with this Article, this Agreement shall
forthwith become void and there shall be no liability on the part of any
party hereto except:
(a) as set forth in this Article IX hereof; and
(b) that nothing herein shall relieve any party hereto from liability
for any intentional breach of any provision hereof.
ARTICLE X MISCELLANEOUS
Section 10.01 Expenses. All costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses.
Section 10.02 Notices. All notices, requests, consents, claims, demands,
waivers and other communications hereunder shall be in writing and shall
be deemed to have been given (a) when delivered by hand (with written
confirmation of receipt); (b) when received by the addressee if sent by
a nationally recognized overnight courier (receipt requested); (c) on
the date sent by facsimile or e-mail of a PDF document (with
confirmation of transmission) if sent during normal business hours of
the recipient, and on the next business day if sent after normal
business hours of the recipient; or (d) on the third day after the date
mailed, by certified or registered mail, return receipt requested,
postage prepaid. Such communications must be sent to the respective
parties at the following addresses (or at such other address for a party
as shall be specified in a notice given in accordance with this Section
10.02):
If to Seller: 29970 Technology Dr. ▇▇▇▇▇▇▇▇, CA 92563
E-mail: ▇▇▇▇@▇▇▇▇▇.▇▇
Attention: Legal Department
with a copy to: ALG General Council, P.C.
If to Buyer: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇-▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
E-mail: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇, CEO
with a copy to: ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
E-mail: [Not provided]
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.
Section 10.03 Headings. The headings in this Agreement are for reference
only and shall not affect the interpretation of this Agreement.
Section 10.04 Severability. If any term or provision of this Agreement
is invalid, illegal or unenforceable in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other
term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction.
Section 10.05 Entire Agreement. This Agreement and the documents to be
delivered hereunder constitute the sole and entire agreement of the
parties to this Agreement with respect to the subject matter contained
herein, and supersede all prior and contemporaneous understandings and
agreements, both written and oral, with respect to such subject matter.
In the event of any inconsistency between the statements in the body of
this Agreement and the documents to be delivered hereunder and
Disclosure Schedules (other than an exception expressly set forth as
such in the Disclosure Schedules), the statements in the body of this
Agreement will control.
Section 10.06 Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Neither party may assign
its rights or obligations hereunder without the prior written consent of
the other party, which consent shall not be unreasonably withheld or
delayed. No assignment shall relieve the assigning party of any of its
obligations hereunder.
Section 10.07 No Third-party Beneficiaries. Except as provided in
ARTICLE VIII, this Agreement is for the sole benefit of the parties
hereto and their respective successors and permitted assigns and nothing
herein, express or implied, is intended to or shall confer upon any
other person or entity any legal or equitable right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.
Section 10.08 Amendment and Modification. This Agreement may only be
amended, modified or supplemented by an agreement in writing signed by
each party hereto.
Section 10.09 Waiver. No waiver by any party of any of the provisions
hereof shall be effective unless explicitly set forth in writing and
signed by the party so waiving. No waiver by any party shall operate or
be construed as a waiver in respect of any failure, breach or default
not expressly identified by such written waiver, whether of a similar or
different character, and whether occurring before or after that waiver.
No failure to exercise, or delay in exercising, any right, remedy, power
or privilege arising from this Agreement shall operate or be construed
as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy,
power or privilege.
Section 10.10 Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Nevada
without giving effect to any choice or conflict of law provision or rule
(whether of the State of Nevada or any other jurisdiction).
Section 10.11 Submission to Jurisdiction. Any legal suit, action or
proceeding arising out of or based upon this Agreement or the
transactions contemplated hereby may be instituted in the federal courts
of the United States of America or the courts of the State of Nevada,
and each party irrevocably submits to the exclusive jurisdiction of such
courts in any such suit, action or proceeding.
Section 10.12 Waiver of Jury Trial. Each party acknowledges and agrees
that any controversy which may arise under this Agreement is likely to
involve complicated and difficult issues and, therefore, each such party
irrevocably and unconditionally waives any right it may have to a trial
by jury in respect of any legal action arising out of or relating to
this Agreement or the transactions contemplated hereby.
Section 10.13 Specific Performance. The parties agree that irreparable
damage would occur if any provision of this Agreement were not performed
in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any
other remedy to which they are entitled at law or in equity.
Section 10.14 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which together shall be deemed to be one and the same agreement. A
signed copy of this Agreement delivered by facsimile, e-mail or other
means of electronic transmission shall be deemed to have the same legal
effect as delivery of an original signed copy of this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
SELLER:
Aedan Looking Glass Inc (ALG)
By: ▇▇▇▇▇ ▇▇▇▇▇
Title: CEO
BUYER:
Turnkey Capital, Inc.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: CEO
EXHIBIT A PURCHASED ASSETS
* Aedan [safe] is the world's first mobile security application
powered by artificial intelligence. Aedan detects known and unknown
threats and prevents application hijacking. US Copyright: TX0009215856 /
2023-01-01
EXHIBIT B
TURNKEY CAPITAL OFFICERS AFTER CLOSING
[Content not provided]
EXHIBIT C
Aedan Looking Glass Inc (ALG) IP THIRD PARTY VALUATION REPORT
[Content not provided]