EXHIBIT 10.2


 


INTELLECTUAL PROPERTY PURCHASE AGREEMENT


 


by and among


 


G. Randall and Sons, Inc.


 


and


 


FBEC Worldewide Inc.


 


Dated as of June 29, 2015


 


 


 


 


 


 




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Table of Contents





	 	 	 	Page
	ARTICLE I PURCHASE AND SALE OF ASSETS	 	3
	Section 1.1	Purchase and Sale of Assets.	 	3
	Section 1.2	Excluded Liabilities.	 	3
	Section 1.3	Purchase Price.	 	3
	Section 1.4	Closing Transactions.	 	3
	 	 	 	 
	ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER	 	4
	Section 2.1	Organization.	 	4
	Section 2.2	Authority Relative to this Agreement and Related Matters.	 	4
	Section 2.3	No Conflict; Required Filings and Consents.	 	4
	Section 2.4	Absence of Litigation.	 	4
	Section 2.5	Conveyed Intellectual Property.	 	5
	Section 2.6	Data.	 	5
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER	 	5
	Section 3.1	Organization.	 	5
	Section 3.2	Authority Relative to this Agreement and Related Matters.	 	5
	Section 3.3	No Conflict; Required Filings and Consents.	 	5
	Section 3.4	Absence of Litigation.	 	5
	 	 	 	 
	ARTICLE IV COVENANTS OF SELLER	 	6
	Section 4.1	Conduct of Seller Pending the Closing.	 	6
	Section 4.2	Notification of Certain Events.	 	6
	 	 	 	 
	ARTICLE V COVENANTS OF BUYER	 	6
	Section 5.1	Representations and Warranties.	 	6
	Section 5.2	Notification of Certain Events.	 	6
	 	 	 	 
	ARTICLE VI ADDITIONAL AGREEMENTS OF THE PARTIES	 	7
	Section 6.1	Commercially Reasonable Efforts.	 	7
	Section 6.2	Public Announcements.	 	7
	Section 6.3	Amendment of Trademark Coexistence Agreement.	 	7
	 	 	 	 
	ARTICLE VII CONDITIONS TO THE CLOSING	 	7
	Section 7.1	Conditions to Obligations of Each Party.	 	7
	Section 7.2	Additional Conditions to Obligations of Buyer.	 	8
	Section 7.3	Additional Conditions to Obligations of Seller.	 	8
	 	 	 	 
	ARTICLE VIII TERMINATION	 	8
	Section 8.1	Termination.	 	8
	Section 8.2	Effect of Termination.	 	9
	 	 	 	 
	ARTICLE IX INDEMNIFICATION PROVISIONS	 	9
	Section 9.1	Seller’s Indemnification Obligation.	 	9
	Section 9.2	Buyer’s Indemnification Obligation.	 	9
	Section 9.3	Procedures for Indemnification for Third Party Claims.	 	9
	Section 9.4	Indemnification Limitations.	 	10
	Section 9.5	Exclusive Remedy.	 	10
	 	 	 	 
	ARTICLE X GENERAL PROVISIONS	 	11
	Section 10.1	Survival of Representations and Warranties.	 	11
	Section 10.2	Notices.	 	11
	Section 10.3	Headings.	 	11
	Section 10.4	Entire Agreement.	 	11
	Section 10.5	Assignment: Parties in Interest.	 	12
	Section 10.6	Governing Law; Consent to Jurisdiction.	 	12
	Section 10.7	Counterparts.	 	12
	Section 10.8	Severability.	 	12
	Section 10.9	Specific Performance.	 	12
	Section 10.10	Fees and Expenses.	 	12
	Section 10.11	Amendment.	 	12
	Section 10.12	Waiver.	 	12
	Section 10.13	dELiA*s Undertaking and Guaranty.	 	13
	 	 	 	 
	ARTICLE XI CERTAIN DEFINITIONS	 	13




 




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INTELLECTUAL PROPERTY PURCHASE AGREEMENT


 


INTELLECTUAL PROPERTY
PURCHASE AGREEMENT, dated as of June 29, 2015 (this “Agreement”), by and among G. Randall & Sons, Inc.,
a California Corporation (“Seller”), and FBEC Worldwide, Inc., a Wyoming Corporation (“Buyer”),
are referred to collectively herein as the “Parties.”


 


WHEREAS, Buyer
is engaged in the business of manufacturing beverages and proprietary HEMP based products under the trade name “HEMP ENERGY”
(the “Business”); and


 


WHEREAS, Seller
desires to sell, and Buyer desires to purchase, the Purchased Assets (as defined below) upon the terms and subject to the conditions
set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the foregoing, of the mutual covenants and agreements herein contained and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree
as follows:


 


ARTICLE I


 


PURCHASE AND SALE OF ASSETS


 


Section 1.1 Purchase and Sale
of Assets. 


 


On and subject to
the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and
Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s
right, title and interest, as of the Closing, in and to the following assets, properties and rights (collectively, the “Purchased
Assets”):


 


(a) The Seller will
provide a formulation and preparation of a 2 oz hemp energy shot as described in Exhibit-A: 2 oz Extra Strength Hemp Energy Shot
- Original Formula. (b) The Buyer seeks to purchase the formula of a specific HEMP energy drink, the “Conveyed Intellectual
Property”) inclusive of irrevocable rights to provide the Seller with a Royalty Agreement and Consulting Agreement as
a part of, and not limited to, the purchase of the said Formula; and


 


(b) all of the goodwill
relating to the Purchased Assets.


 


Section 1.2 Excluded Liabilities.



 


Buyer will not assume
any liability or obligation of Seller in connection with Buyer’s purchase of the Purchased Assets pursuant to this Agreement.


 


Section 1.3 Purchase Price.



 


In consideration for
the sale by Seller of the Purchased Assets to Buyer, at the Closing, Buyer shall pay to Seller the amount of FIFTY THOUSAND DOLLARS
($50,000.00) (the “Purchase Price”), as follows;


 


		(a)	$15,000 down payment in cash wired to the Seller’s bank account, and



 


		(b)	$35,000 in the form of an 8% Convertible Note with a 6 month maturity, whereas the Seller may convert
the note at 75% of the average of the closing price 20 days previous to conversion.



 


Section 1.4 Closing Transactions.



 


(a) Closing.
Unless this Agreement shall have been terminated in accordance with Section 8.1, and subject to the satisfaction or,
if permissible, waiver of the conditions set forth in Article VII, the closing of the Transactions (the “Closing”)
will take place at 10:00 a.m., June 30, 2015, Pacific Standard Time, on this date to be specified by the Parties (the “Closing
Date”), if permissible, a waiver of the conditions set forth in Article VII (other than those that by their
terms are to be satisfied or waived at the Closing), at a time, date or place as agreed to in writing by the Parties.


 


(b) Actions and
Deliveries by Seller. At the Closing, Seller shall deliver to Buyer:


 


(i) an energy drink
formula in agreement in the form of Exhibit A dated the Closing Date and duly executed by Seller, assigning all of Seller’s
right, title and interest in and to the Buyer (the “Formula”);


 


(ii) the certificates
and documents required to be delivered by Seller pursuant to Sections 7.1 and 7.2; and


 





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(iii) all such other
instruments of assignment and transfer as are reasonably required to effect the transfer to Buyer of all of Seller’s right,
title and interest in and to the Purchased Assets in accordance with this Agreement, in form and substance reasonably satisfactory
to Buyer.


 


(c) Actions and
Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller:


 


(i) the Purchase
Price specified in Section 1.3 above; and


 


(ii) the certificates
and documents required to be delivered by Buyer pursuant to Sections 7.1 and 7.3.


 


 


ARTICLE II


 


REPRESENTATIONS AND WARRANTIES OF
SELLER


 


Seller hereby represents
and warrants to Buyer that, except as set forth in the disclosure schedule delivered by Seller to Buyer and attached hereto and
made a part hereof (the “Seller Disclosure Schedule”):


 


Section 2.1 Organization.



 


Seller is duly incorporated,
validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the requisite corporate power
and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as
it is now being conducted.


 


Section 2.2 Authority Relative
to this Agreement and Related Matters. 


 


Seller has all necessary
corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery
by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby (the “Transactions”)
have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered
by Seller and, assuming the due authorization, execution and delivery hereof by Buyer, constitutes the legal, valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by
general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).


 


Section 2.3 No Conflict; Required
Filings and Consents. 


 


The execution and
delivery of this Agreement by Seller do not, and the consummation by Seller of the Transactions will not, (a) conflict with
or violate the certificate of incorporation or bylaws, each as amended to date, of Seller, (b) conflict with or violate any
Law or Order applicable to Seller or by which Seller or any of its properties is bound, (c) result in a breach of or constitute
a default (or an event that with notice or lapse of time or both would become a default) under, or give rise to any right of termination,
acceleration or cancellation under, or result in the creation of an Encumbrance on any of the Purchased Assets pursuant to, any
note, bond, mortgage, indenture, contract, agreement, lease, license or other instrument or obligation to which Seller is a party
or by which Seller or any of its properties is bound, or (d) require Seller to obtain any consent, approval, authorization
or permit of, or to make any filing with or notification to, any Governmental Authority, except (i) as set forth in Section 2.3
of the Seller Disclosure Schedule, or (ii) for any filings required pursuant to the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder (the “Exchange Act”).


 


Section 2.4 Absence of Litigation.



 


Except as disclosed
in Section 2.4 of the Seller Disclosure Schedule, as of the date hereof, (a) there is no private or governmental
action, suit, proceeding, litigation, arbitration or investigation (“Action”) pending or, to the knowledge of
Seller, threatened against Seller before any Governmental Authority that, if adversely determined, would prohibit, prevent, enjoin,
restrict or materially impair or delay any of the Transactions, and (b) there is no legally binding judgment, decree, order,
injunction, decision or award of any Governmental Authority (“Order”) against Seller that would prohibit, prevent,
enjoin, restrict or materially impair or delay any of the Transactions.


 




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Section 2.5 Conveyed Intellectual
Property. 


 


Section 2.5
of the Seller Disclosure Schedule sets forth a list of all registrations and applications for registration in respect of the Conveyed
Intellectual Property. Except as set forth in Section 2.5 of the Seller Disclosure Schedule, Seller owns (beneficially
and of record) all right, title and interest in and to all Conveyed Intellectual Property, free and clear of all Encumbrances,
other than Permitted Encumbrances. Except as set forth in Section 2.5 of the Seller Disclosure Schedule, the Formula
has been validly registered under FDA and CFR-21for a Closing Date. Except as set forth in Section 2.5 of the Seller
Disclosure Schedule, there is no Action that is pending or, to the knowledge of Seller, threatened that challenges the rights of
Seller in respect of any Conveyed Intellectual Property or the validity, enforceability or effectiveness thereof. Seller has not
received any written communication alleging that the Business has infringed the Intellectual Property rights of any third party
and there are no Actions that are pending or, to the knowledge of Seller, threatened against Seller with respect thereto. Except
as set forth in Section 2.5 of the Seller Disclosure Schedule, to the knowledge of Seller, there is no unauthorized
use, infringement or misappropriation of the Conveyed Intellectual Property by any third party and there is no Action that is pending
or threatened by Seller with respect thereto. Notwithstanding anything to the contrary, this representation shall not limit or
restrict the transfer to Buyer pursuant to this Agreement of all right, title and interest in and to (i) the Conveyed Intellectual
Property owned by Seller throughout the world and (ii) any other client names associated with the Formula owned by Seller;
provided, however, that Seller does not represent, warrant or covenant that any rights in or to the Conveyed Intellectual Property
exist anywhere within or outside of the United States of America.


 


Section 2.6 Formula. 


 


As of the Closing,
as among the Parties, each of Seller, and Buyer (and any transferee of Seller or Buyer) will have unrestricted rights to sell,
rent, send communications to customers whose information is included in, and otherwise use the Formula, without notification to,
consent of, or payment of any further consideration (other than pursuant to any agreement or arrangement negotiated between Seller
and any third party to whom Buyer allows the Formula, or any parent entity of such third party), in all such cases subject to applicable
Law, consumer opt-ins and opt-outs, and applicable privacy and usage policies.


 


 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES OF
BUYER


 


Buyer hereby represents
and warrants to Seller that, except as set forth in the disclosure schedule delivered by Buyer to Seller and attached hereto and
made a part hereof (the “Buyer Disclosure Schedule”):


 


Section 3.1 Organization.



 


Buyer is duly organized,
validly existing and in good standing under the Laws of its jurisdiction of organization and has the requisite limited liability
company power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its
business as it is now being conducted.


 


Section 3.2 Authority Relative
to this Agreement and Related Matters. 


 


The Buyer has all
necessary corporate company power and authority, as the case may be, to enter into this Agreement and to carry out its obligations
hereunder. The execution and delivery by the Buyer of this Agreement and the consummation by Buyer of the Transactions have been
duly authorized by all necessary corporate company (as applicable) action on the part of the Buyer. This Agreement has been duly
executed and delivered by the Buyer and, assuming the due authorization, execution and delivery hereof by Seller, constitutes the
legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’
rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in
equity or at law).


 


Section 3.3 No Conflict; Required
Filings and Consents. 


 


The execution and
delivery of this Agreement by the Buyer does not, and the consummation of the Transactions will not, (a) conflict with or
violate the organizational or governing documents of Buyer, (b) conflict with or violate any Law or Order applicable to Buyer
or by which Buyer or any of their respective properties is bound, (c) result in a breach of or constitute a default (or an
event that with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration
or cancellation under, any note, bond, mortgage, indenture, contract, agreement, lease, license or other instrument or obligation
to which Buyer is a party or by which Buyer or any of their respective properties is bound, or (d) require Buyer to obtain
any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Authority, except
(i) as set forth in Section 3.3 of the Buyer Disclosure Schedule, or (ii) for any filings required pursuant
to the Exchange Act.


 


Section 3.4 Absence of Litigation.



 


Except as disclosed
in Section 3.4 of the Buyer Disclosure Schedule, as of the date hereof, (a) there is no Action pending or, to
the knowledge of Buyer, threatened against Buyer before any Governmental Authority that, if adversely determined, would prohibit,
prevent, enjoin, restrict or materially impair or delay any of the Transactions, and (b) there is no Order against Buyer that
would prohibit, prevent, enjoin, restrict or materially impair or delay any of the Transactions.


 






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ARTICLE IV


 


COVENANTS OF SELLER


 


Section 4.1 Conduct of Seller
Pending the Closing. 


 


Seller shall not,
between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, do or agree to do any of
the following without the prior written consent of Buyer:


 


(a) take or fail to
take, or agree to take or fail to take, any action which would make any representation or warranty made by Seller herein untrue
or incorrect in any material respect;


 


(b) sell, lease, license,
encumber, transfer or otherwise dispose of any Purchased Assets; and


 


(c) agree to do any
of the foregoing.


 


Section 4.2 Notification of
Certain Events. 


 


Seller shall give
prompt notice to Buyer if any of the following occurs after the date of this Agreement: (i) there has been a material failure
of Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt
by Seller of any material notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the
occurrence of an event which would cause a condition in Section 7.2 not to be satisfied; or (iv) the commencement
or threat, in writing, of any Action against Seller, or any of its properties, with respect to the Transactions and/or any of the
Purchased Assets. No such notice to Buyer shall have any effect on the determination of whether or not any of the conditions to
Closing or to the consummation of the Transactions have been satisfied or in determining whether or not any of the representations,
warranties or covenants contained in this Agreement have been breached.


 





 





ARTICLE V


 


COVENANTS OF BUYER


 


Section 5.1 Representations
and Warranties. 


 


Buyer covenants and
agrees that, except as otherwise contemplated by this Agreement or unless Seller shall give its prior written consent, Buyer shall
not, between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, take or fail to take,
or agree to take or fail to take, any action which would make any representation or warranty made by Buyer herein untrue or incorrect
in any material respect.


 


Section 5.2 Notification of
Certain Events. 


 


Buyer shall give prompt
notice to Seller if any of the following occurs after the date of this Agreement: (i) there has been a material failure of
Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt
by Buyer of any material notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the
occurrence of an event which would cause a condition in Section 7.3 not to be satisfied; or (iv) the commencement
or threat, in writing, of any Action against Buyer, or any of its properties, with respect to the Transactions. No such notice
to Seller shall have any effect on the determination of whether or not any of the conditions to Closing or to the consummation
of the Transactions have been satisfied or in determining whether or not any of the representations, warranties or covenants contained
in this Agreement have been breached.


 




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ARTICLE VI


 


ADDITIONAL AGREEMENTS OF THE PARTIES


 


Section 6.1 Commercially Reasonable
Efforts. 


 


(a) Upon the terms
and subject to the conditions hereof, each of the Parties agrees to use its commercially reasonable efforts to take, or cause to
be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective
as promptly as practicable the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to the
Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities
and other third parties required for the consummation of the Transactions.


 


(b) From time to time
after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without
further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns
and legal representatives, to execute and deliver to Buyer any further documents or instruments and perform any further acts that
may reasonably be deemed necessary or desirable by Buyer to vest, record, perfect, support and/or confirm the rights herein conveyed,
or intended so to be, to Buyer (and any transferee of Buyer) with respect to the Conveyed Intellectual Property, including without
limitation such assignments, agreements and limited powers of attorney as may be needed for recording or effectuating the transfer
of the Conveyed Intellectual Property in the United States. Nothing herein shall be deemed a waiver by Buyer of its right to receive
at the Closing an effective assignment of such rights by Seller as otherwise set forth in this Agreement. Without limiting the
generality of the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer
and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual
Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual
Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate
with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions
outside of the United States.


 


(c) From time to time
after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and
any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against
any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed
Intellectual Property.


 


Section 6.2 Public Announcements.



 


Each of the Parties
agrees that no press release or announcement concerning this Agreement or the Transactions shall be issued by it or any of its
Affiliates without the prior consent of the other Party (which consent shall not be unreasonably withheld or delayed), except as
such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which
case such Party shall use its commercially reasonable efforts to allow the other Party reasonable time to comment on such release
or announcement in advance of such issuance.


 


Section 6.3 Amendment of Formula
Coexistence Agreement. 


 


On the Closing Date,
the Formula shall be amended to delete the reference to Seller’s ownership on Exhibit A thereto.


 


 


ARTICLE VII


 


CONDITIONS TO THE CLOSING


 


Section 7.1 Conditions to Obligations
of Each Party. 


 


The respective obligations
of each Party to consummate the Transactions shall be subject to the satisfaction or waiver (where permissible), on or prior to
the Closing Date, of each of the following conditions:


 


(a) No Governmental
Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent)
that is then in effect and has the effect of making the Transactions illegal or otherwise preventing or prohibiting consummation
of the Transactions.


 


		(c)	The closing under the Commercial Supply Agreement, dated as of the date hereof, by and among Buyer,
and Seller (the “Commercial Supply Agreement”) shall have occurred. Notwithstanding the foregoing, the Closing
under this Agreement shall be deemed to occur immediately prior to the closing under the Commercial Supply Agreement .



 




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Section 7.2 Additional Conditions
to Obligations of Buyer. 


 


The obligation of
Buyer to consummate the Transactions shall also be subject to the satisfaction or waiver (where permissible), on or prior to the
Closing Date, of each of the following conditions:


 


(a) The representations
and warranties of Seller set forth in Article II of this Agreement (i) that are qualified by the words “material”
or “material adverse effect” shall be true and correct in all respects on and as of the Closing Date as if made on
and as of such date and (ii) that are not so qualified shall be true and correct in all material respects on and as of the
Closing Date as if made on and as of such date, except in any such case (x) for changes contemplated by this Agreement and
by the Seller Disclosure Schedule, and (y) to the extent that any such representation or warranty is made as of a specified
date, in which case such representation or warranty shall remain true and correct (in all material respects, as the case may be)
as of such date.


 


(b) Seller shall in
all material respects have performed or complied with each obligation and covenant to be performed or complied with by Seller hereunder
on or prior to the Closing Date, including the deliveries under Section 1.4(b).


 


(c) Buyer shall have
received a certificate of Seller, dated the Closing Date, signed by an officer of Seller, to the effect that the conditions specified
in Sections 7.2(a) and (b) have been satisfied.


 


Section 7.3 Additional Conditions
to Obligations of Seller. 


 


The obligation of
Seller to consummate the Transactions shall also be subject to the satisfaction or waiver (where permissible), on or prior to the
Closing Date, of each of the following conditions:


 


(a) The representations
and warranties of Buyer set forth in Article III of this Agreement (i) that are qualified by the words “material”
or “material adverse effect” shall be true and correct in all respects on and as of the Closing Date as if made on
and as of such date and (ii) that are not so qualified shall be true and correct in all material respects on and as of the
Closing Date as if made on and as of such date, except in any such case (x) for changes contemplated by this Agreement and
by the Buyer Disclosure Schedule, and (y) to the extent that any such representation or warranty is made as of a specified
date, in which case such representation or warranty shall remain true and correct (in all material respects, as the case may be)
as of such date.


 


(b) Buyer shall in
all material respects have performed or complied with each obligation and covenant to be performed or complied with by it hereunder
on or prior to the Closing Date, including the deliveries under Section 1.4(c).


 


(c) Seller shall have
received a certificate of Buyer, dated the Closing Date, signed by an executive officer of Buyer, to the effect that the conditions
specified in Sections 7.3(a) and (b) have been satisfied.


 


(d) The Commercial
Supply Agreement between Buyer and Seller in the form attached as Exhibit B shall have been executed and delivered by the
parties thereto and shall be in full force and effect.


 


 


ARTICLE VIII


 


TERMINATION


 


Section 8.1 Termination.



 


This Agreement may
be terminated and the Transactions may be abandoned at any time prior to the Closing Date:


 


(a) By mutual written
consent of Buyer and Seller;


 


(b) by either Seller
or Buyer, if the Closing shall not have occurred on or before July 1, 2015 (the “Outside Date”); provided,
however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any
Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Transactions
to be consummated on or before the Outside Date;


 


(c) by either Seller
or Buyer if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order that is, in
each case, then in effect and is final and non-appealable and has the effect of making the Transactions illegal or otherwise preventing
or prohibiting consummation of the Transactions; provided, however, that the right to terminate this Agreement under
this Section 8.1(c) shall not be available to any Party whose failure to fulfill any obligation under this Agreement
has been the cause of, or resulted in, any such Law or Order to have been enacted, issued, promulgated, enforced or entered;


 




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(d) by Buyer (if Buyer
is not in material breach of any of its representations, warranties, covenants or agreements under this Agreement), if there has
been a breach by Seller of any of its representations, warranties, covenants or agreements contained in this Agreement, or if any
representation or warranty of Seller shall have become inaccurate, in either case that would result in a failure of a condition
set forth in Section 7.2(a) or 7.2(b) (a “Terminating Seller Breach”); provided, that
if such Terminating Seller Breach is reasonably curable by Seller, within 30 days after Seller has received written notice from
Buyer of such Terminating Seller Breach, through the exercise of its commercially reasonable efforts and for as long as Seller
continues to exercise such commercially reasonable efforts, Buyer may not terminate this Agreement under this Section 8.1(d)
until the earlier of the expiration of such 30-day period and the Outside Date;


 


(e) by Seller (if
Seller is not in material breach of any of its representations, warranties, covenants or agreements under this Agreement), if there
has been a breach by Buyer of any of its representations, warranties, covenants or agreements contained in this Agreement, or if
any representation or warranty of Buyer shall have become inaccurate, in either case that would result in a failure of a condition
set forth in Section 7.3(a) or 7.3(b) (a “Terminating Buyer Breach”); provided, that
if such Terminating Buyer Breach is reasonably curable by Buyer, within 30 days after Buyer has received written notice from Seller
of such Terminating Buyer Breach, through the exercise of its commercially reasonable efforts and for as long as Buyer continues
to exercise such commercially reasonable efforts, Seller may not terminate this Agreement under this Section 8.1(e)
until the earlier of the expiration of such 30-day period and the Outside Date; and


 


(f) by either Buyer
or Seller if the Asset Purchase Agreement has been terminated in accordance with its terms.


 


Section 8.2 Effect of Termination.



 


In the event of the
termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void, and there shall
be no liability on the part of any Party hereto or any of their respective Affiliates or the directors, officers, partners, members,
managers, employees, agents or other representatives of any of them, and all rights and obligations of each Party hereto shall
cease, except that nothing herein shall relieve any Party from liability for any willful breach of this Agreement. Without limiting
the foregoing, Section 6.2, this Section 8.2 and Article X shall survive the termination of this
Agreement. Notwithstanding anything to the contrary contained in this Agreement, nothing shall limit or prevent any Party from
exercising any rights or remedies it may have under Section 10.9 hereof in lieu of terminating this Agreement pursuant
to Section 8.1.


 


 


ARTICLE IX


 


INDEMNIFICATION PROVISIONS


 


Section 9.1 Seller’s Indemnification
Obligation. 


 


Seller agrees that,
from and after the Closing, it shall indemnify, defend and hold harmless Buyer, its officers, directors, Affiliates, partners,
members, managers, employees, agents and other representatives (“Buyer Indemnified Parties”) from and against
any damages, claims, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees)
(each, a “Liability” and, collectively, “Liabilities”) incurred by any of the foregoing Persons
arising out of (a) any inaccuracy or breach of any representation or warranty of Seller contained in Article II of
this Agreement, (b) any breach of any covenant or agreement of Seller contained in this Agreement or (c) any use by Seller,
its Affiliates or their respective licensees prior to the Closing, including, without limitation, any claims of infringement relating
thereto.


 


Section 9.2 Buyer’s Indemnification
Obligation. 


 


Buyer agrees that,
from and after the Closing, it shall indemnify, defend and hold harmless Seller, its officers, directors, Affiliates, partners,
members, managers, employees, agents and other representatives (“Seller Indemnified Parties”) from and against
any Liabilities incurred by any of the foregoing Persons arising out of (a) any inaccuracy or breach of any representation
or warranty of Buyer contained in Article III of this Agreement, (b) any breach of any covenant or agreement of Buyer
contained in this Agreement, or (c) any use by Buyer, its Affiliates or their respective licensees after the Closing, including,
without limitation, any claims of infringement relating thereto.


 


Section 9.3 Procedures for Indemnification
for Third Party Claims. 


 


For purposes of this
Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified
Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying
Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising
out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party
Claims”) shall be subject to the following terms and conditions:


 




    	9



    	 



    

 


(a) The Indemnified
Party shall give the Indemnifying Party prompt written notice of any Third Party Claim, and the Indemnifying Party may undertake
the defense of that claim by representatives chosen by it and reasonably satisfactory to the Indemnified Party, provided,
that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice
and at its own expense. Any such notice of a Third Party Claim shall identify with reasonable specificity the basis for the Third
Party Claim, the facts giving rise to the Third Party Claim and the amount of the Third Party Claim (or, if such amount is not
yet known, a reasonable estimate of the amount of the Third Party Claim). The Indemnified Party shall make available to the Indemnifying
Party copies of all relevant documents and records in its possession. Failure of an Indemnified Party to give prompt notice shall
not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially
prejudices the Indemnifying Party’s ability to defend such claim against a third party.


 


(b) If the Indemnifying
Party, within 20 days after notice from the Indemnified Party of any such Third Party Claim, notifies the Indemnified Party in
writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement,
the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Third Party Claim. Any failure
on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election
shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Third Party Claim.


 


(c) Anything in this
Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, without the prior written consent of
the Indemnified Party, settle or compromise any Third Party Claim or consent to the entry of judgment which does not include as
an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release
from all liability in respect of the Third Party Claim. The Indemnified Party shall not, without the prior written consent (which
shall not be unreasonably withheld or delayed) of the Indemnifying Party, settle, compromise or pay any Third Party Claim or consent
to the entry of judgment with respect thereto.


 


Section 9.4 Indemnification
Limitations. 


 


(a) Time Limits
On Indemnification. No claim on account of a breach or inaccuracy of a representation or warranty shall be made after the expiration
of the survival periods referred to in Section 10.1 of this Agreement. Notwithstanding the foregoing, if a written
claim or written notice is given under Article IX with respect to any representation or warranty prior to the expiration
of its survival period, the claim with respect to such representation or warranty shall continue until such claim is finally resolved.


 


(b) Limitations
on Damages.


 


(i) In no event shall
Seller be liable for indemnification pursuant to Section 9.1(a) unless and until the aggregate of all Liabilities which
are incurred or suffered by the Buyer Indemnified Parties exceeds $50,000 (the “Basket”), in which case the
Buyer Indemnified Parties shall be entitled to indemnification for all such Liabilities including the Basket (subject to Section 9.4(b)(ii)).
In no event shall Buyer be liable for indemnification pursuant to Section 9.2(a) unless and until the aggregate of
all Liabilities which are incurred or suffered by the Seller Indemnified Parties exceeds the Basket, in which case the Seller Indemnified
Parties shall be entitled to indemnification for all such Liabilities including the Basket (subject to Section 9.4(b)(ii)).


 


(ii) Notwithstanding
anything to the contrary in this Agreement, (x) the maximum aggregate liability of Seller pursuant to Section 9.1(a)
shall not exceed $7,500,000 and (y) the maximum aggregate liability of Buyer pursuant to Section 9.2(a) shall
not exceed $7,500,000.


 


(iii) Notwithstanding
anything to the contrary contained in this Agreement or otherwise, no Party to this Agreement shall be liable to any Indemnified
Party for any special, incidental, punitive, consequential or similar damages.


 


(c) Waiver of Conditions.
The right of an Indemnified Party to indemnification hereunder shall not be affected by any investigation conducted with respect
to the accuracy of or compliance with any of the representations, warranties, covenants or obligations set forth in this Agreement.
Notwithstanding the foregoing, the waiver of any condition based on the accuracy of any representation or warranty, or on the performance
of or compliance with any covenant or obligation, shall negate the right to indemnification or other remedy based on such representations,
warranties, covenants and obligations.


 


Section 9.5 Exclusive Remedy.



 


The remedies provided
in this Article IX shall be the sole and exclusive remedies of the Parties with respect to the matters arising from or related
to this Agreement or the Transactions, except that nothing herein shall prevent a Party from seeking specific performance pursuant
to Section 10.9, subject to the provisions thereof, including with respect to the obligations in Section 6.1.


 




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ARTICLE X


 


GENERAL PROVISIONS


 


Section 10.1 Survival of Representations
and Warranties. 


 


The representations
and warranties made by Seller in Article II of this Agreement shall survive until the earlier of the date that is
fifteen (15) months after the Closing Date, or the expiration date of any substantially similar representations and warranties
with respect to the Conveyed Intellectual Property made by Buyer to any transferee of Buyer. The representations and warranties
made by Buyer in Article III of this Agreement shall survive until the date that is fifteen (15) months after the Closing
Date.


 


Section 10.2 Notices. 


 


All notices and other
communications under this Agreement shall be in writing and shall be deemed given (a) when delivered personally by hand (with
written confirmation of receipt) or (b) one Business Day following the day sent by nationally-recognized overnight courier
(with written confirmation of receipt), in each case at the following addresses (or to such other address as a Party may have specified
by notice given to the other Party pursuant to this provision):


 


	 	(a)	if to Buyer : 


 


Robert Sand, CEO


FBEC Worldwide, Inc.


16639 Rocker Road


Rough and Ready, CA
95975


 


with a copy to:


 


William B. Haseltine,
ESQ,


Haseltine Law Firm


1629K Street, NW,
Suite 300


Washington, D.C. 20006


 


	 	(b)	If to Seller: 


 


Tyler Strause, President


G. Randall & Sons,
Inc.


2069 Coast Blvd


Del Mar CA 92014


 


Any notice or other
communication that has been given or made as of a date that is not a Business Day shall be deemed to have been given or made on
the next succeeding day that is a Business Day.


 


Section 10.3 Headings. 


 


The headings contained
in this Agreement and the disclosure schedules are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement or the disclosure schedules. Unless the context of this Agreement otherwise requires, words of any gender are
deemed to include each other gender and words using the singular or plural number also include the plural or singular number, respectively.


 


Section 10.4 Entire Agreement.



 


This Agreement, together
with the exhibits and schedules attached hereto, constitutes the entire agreement, and supersede all prior agreements and undertakings,
both written and oral, between the Parties with respect to the subject matter hereof.


 




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Section 10.5 Assignment: Parties
in Interest. 


 


Neither this Agreement
nor any rights or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party. This
Agreement shall be binding upon and inure solely to the benefit of each Party hereto and its successors and permitted assigns,
and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature
whatsoever under this Agreement, other than Article IX hereof (which is intended to be for the benefit of the Persons covered
thereby and may be enforced by such Persons).


 


Section 10.6 Governing Law;
Consent to Jurisdiction. 


 


This Agreement shall
be governed by, and construed in accordance with, the Laws of the State of Wyoming applicable to contracts executed in and to be
performed entirely in that State, without regard to conflicts of Laws principles thereof to the extent that the general application
of the Laws of another jurisdiction would be required thereby. The Parties hereto hereby irrevocably submit to the jurisdiction
of any Wyoming state or federal court sitting in the County of Wyoming, State of Wyoming, in any action or proceeding arising out
of or relating to this Agreement, and the Parties hereby irrevocably agree that all claims in respect of such action or proceeding
may be heard and determined exclusively in such Wyoming state or federal court. The Parties hereto hereby irrevocably waive, to
the fullest extent permitted by Law, any objection which they or any of them may now or hereafter have to the laying of the venue
of any such action or proceeding brought in any such court, and any claim that any such action or proceeding brought in any such
court has been brought in an inconvenient forum.


 


Section 10.7 Counterparts.



 


This Agreement may
be executed and delivered (including by facsimile transmission or .pdf) in one or more counterparts, and by the Parties hereto
in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute
one and the same agreement.


 


Section 10.8 Severability.



 


In case any provision
in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted,
as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,
legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the
validity, legality or enforceability of such provision be affected thereby in any other jurisdiction.


 


Section 10.9 Specific Performance.



 


The Parties hereto
agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. Accordingly, the Parties further agree that each Party shall be entitled
to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms
and provisions hereof, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement,
at law or in equity.


 


Section 10.10 Fees and Expenses.



 


All fees, costs and
expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring the same, regardless
of the termination, if any, of this Agreement pursuant to Section 8.1.


 


Section 10.11 Amendment.



 


This Agreement may
not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by Buyer
and Seller.


 


Section 10.12 Waiver. 


 


At any time prior
to the Closing Date, any Party hereto may (a) extend the time for the performance of any of the obligations or other acts
of the other Party hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document
delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions contained herein. Any such extension
or waiver shall be valid if set forth in an instrument in writing signed by the Parties hereto. The failure of any Party hereto
to assert any of its rights hereunder shall not constitute a waiver of such rights.


 




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Section 10.13 Buyer Undertaking
and Guaranty. 


 


Buyer, for the benefit
of Seller, in consideration of the promises, covenants and agreements of Seller under this Agreement, hereby (i) agrees to
cause Buyer to take all actions as are necessary for it to perform its obligations under Section 1.3, Section 6.1(c)
and Article IX of this Agreement and (ii) unconditionally guarantees the performance of all the obligations of Buyer
under Section 1.3, Section 6.1(c) and Article IX of this Agreement, including but not limited to
the full and prompt payment by Buyer of any and all payments required to be made by Buyer to Seller pursuant to Section 1.3,
Section 6.1(c) and Article IX of this Agreement. This guarantee is an absolute and continuing guarantee.


 


ARTICLE XI 


 


CERTAIN DEFINITIONS 


 


For purposes of this
Agreement, the term:


 


“Action”
shall have the meaning ascribed to it in Section 2.4.


 


“Affiliate”
of a Person means a Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under
common Control with, the first mentioned Person.


 


“Agreement”
shall have the meaning ascribed to it in the preamble.


 


“Asset Purchase
Agreement” shall have the meaning ascribed to it in Section 7.1(b).


 


“Business”
shall have the meaning ascribed to it in the recitals.


 


“Business
Day” means any calendar day which is not a Saturday, Sunday or federal holiday.


 


“Buyer”
shall have the meaning ascribed to it in the Preamble.


 


“Buyer Disclosure
Schedule” shall have the meaning ascribed to it in the preamble to Article III.


 


“Closing”
shall have the meaning ascribed to it in Section 1.4(a).


 


“Closing
Date” shall have the meaning ascribed to it in Section 1.4(a).


 


“Control”
(including the terms “Controlled by” and “under common Control with”) means the possession, directly or
indirectly or as trustee or executor, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise.


 


“Conveyed
Intellectual Property” shall have the meaning ascribed to it in Section 1.1(a).


 


“Data”
means all information gathered in the conduct of the Business that identifies or describes an individual or an individual’s
record of behavior or action, including without limitation, name, telephone, postal address, phone number, email, date of birth,
gender, but specifically excluding credit card data, as such information exists as of the Closing Date.


 


“Domain
Name Assignment Agreement” shall have the meaning ascribed to it in Section 1.4(b)(ii).


 


“Encumbrance”
means any charge, claim, community property interest, condition, easement, covenant, warrant, demand, encumbrance, equitable interest,
lien, mortgage, option, purchase right, pledge, security interest, right of first refusal or other right of third parties or restriction
of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.


 


“Exchange
Act” shall have the meaning ascribed to it in Section 2.3.


 


“Governmental
Authority” means any United States federal, state or local government, governmental, regulatory or administrative authority,
agency, self-regulatory body, instrumentality or commission, and any court, tribunal or judicial or arbitral body (including private
bodies) and any political or other subdivision, department or branch of any of the foregoing.


 


“Indemnified
Party” shall have the meaning ascribed to it in Section 9.3.


 




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“Indemnifying
Party” shall have the meaning ascribed to it in Section 9.3.


 


“Intellectual
Property” means all United States and foreign intellectual property and all other similar proprietary rights, including
all (i) patents and patent applications, including divisionals, continuations, continuations-in-part, reissues, reexaminations
and extensions thereof and counterparts claiming priority therefrom; utility models; invention disclosures; and statutory invention
registrations and certificates; (ii) registered, pending and unregistered trademarks, service marks, trade dress, logos, trade
names, corporate names and other source identifiers, domain names, Internet sites and web pages; and registrations and applications
for registration for any of the foregoing, together with all of the goodwill associated therewith; (iii) registered copyrights,
and registrations and applications for registration thereof; rights of publicity; and copyrightable works; (iv) all inventions
and design rights (whether patentable or unpatentable) and all categories of trade secrets as defined in the Uniform Trade Secrets
Act, including business, technical and financial information; and (v) confidential and proprietary information, including
know-how.


 


“knowledge”
means, with respect to Seller, the actual knowledge, with no duty to make inquiries, of one or more of the persons set forth in
Section 11 of the Seller Disclosure Schedule.


 


“Laws”
means any federal, state or local statute, law, rule, ordinance, code or regulation of any Governmental Authority.


 


“Liability”
and, collectively, “Liabilities” shall have the meaning ascribed to it in Section 9.1.


 


“Order”
shall have the meaning ascribed to it in Section 2.4.


 


“Outside
Date” shall have the meaning ascribed to it in Section 8.1(b).


 


“Parties”
shall have the meaning ascribed to it in the preamble.


 


“Permitted
Encumbrance” means: (i) statutory liens for Taxes, assessments and governmental charges or levies not yet due and
payable or that are being contested in good faith by appropriate proceedings; (ii) mechanics’, materialmen’s,
carriers’, warehousemen’s or similar statutory liens for amounts not yet due or being diligently contested in good
faith in appropriate proceedings; and (iii) pledges or deposits to secure obligations under workers’ compensation laws
or similar legislation or to secure public or statutory obligations.


 


“Person”
means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other
entity.


 


“Purchase
Price” shall have the meaning ascribed to it in Section 1.3.


 


“Purchased
Assets” shall have the meaning ascribed to it in Section 1.1.


 


“Seller”
shall have the meaning ascribed to it in the Preamble.


 


“Seller
Disclosure Schedule” shall have the meaning ascribed to it in the preamble to Article II.


 


“Subsidiary”
means any Person with respect to which a specified Person directly or indirectly (A) owns a majority of the equity interests,
(B) has the power to elect a majority of that Person’s board of directors or similar governing body, or (C) otherwise
has the power, directly or indirectly, to direct the business and policies of that Person.


 


“Tax”
or “Taxes” means any and all taxes, fees, levies, duties, tariffs, imposts and other charges of any kind (together
with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental
Authority, including: taxes or other charges on or with respect to income, franchise, windfall or other profits, gross receipts,
property, sales, use, equity interests, payroll, employment, social security, workers’ compensation, unemployment compensation
or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value-added or gains taxes;
license, registration and documentation fees; and customers’ duties, tariffs and similar charges.


 


“Terminating
Buyer Breach” shall have the meaning ascribed to it in Section 8.1(e).


 


“Terminating
Seller Breach” shall have the meaning ascribed to it in Section 8.1(d).


 


“Third Party
Claim” and, collectively, “Third Party Claims” shall have the meaning ascribed to it in Section 9.3.


 


“Trademark
Assignment Agreement” shall have the meaning ascribed to it in Section 1.4(b)(i)


 


“Transactions”
shall have the meaning ascribed to it in Section 2.2.


 


[Signature page follows]


 




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IN WITNESS WHEREOF,
each of the parties hereto has caused this Agreement to be duly executed as of the date first written above.


 


	 	 	 	 
	 	G. Randall & Sons, Inc.
	 	 	 
	 	By:	 	
        /s/
        Linda Strause

	 	Name:	 	Linda Strause, Ph. D.
	 	Title:	 	Vice President


 


	 	 	 	 
	 	FBEC WORLDWIDE, INC.
	 	 	 
	 	By:	 	
        /s/
        Robert Sand

	 	Name:	 	Robert Sand
	 	Title:	 	Chief Executive Officer


 


 


 


 




    	15



    	 



    




EXHIBIT A:


 


2oz - Extra Strength, Hemp Energy Drink
- Original Formula


 


Hemp Juice Energy Shot –


 


● A two ounce shot made with hemp
juice, aloe, sweetened with stevia and agave nectar.


 


● Fortified with vital nutrients
and amino-acids enriched with a proprietary blend of herbal


 


extracts to deliver a boost of energy and
all day focus.


 


Base Ingredients


 


● Hemp Juice


 


● Vegetable Glycerine


 


● Agave Nectar


 


● Aloe Juice


 


● Sweetener of Choice


 


Vital Nutrients & Amino Acids


 


● Beta-Carotene (Vitamin A)


 


● Caffeine


 


● Niacin (Vitamin B3)


 


● Thiamine (Vitamin B1)


 


● Pantothenic Acid (Vitamin B5)


 


● Sodium (Sodium Ascorbate)


 


● Biotin (Vitamin B7)


 


● Phosphatidylserine


 


Proprietary Herbal Blend


 


● Green Tea Extract (Camellia sinensis)


 


● Siberian Ginseng Extract (Eleutheroccoccus
senticosus)


 


● American Ginseng Root Extract (Panax
Ginseng)


 


● Chinese Licorice Root Extract (Glycyrrhiza
Uranelsis Radix)


 


● Ginkgo Biloba Leaf Extract (Ginkgo
biloba)


 


● Guayusa Leaf Extract (Ilex guayusa)


 


Other Ingredients : Soy Lecithin, Sodium
Benzoate, Natural Flavor


 








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