Exhibit
10.1


 


ASSET
PURCHASE AGREEMENT


 


THIS
ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into by and between SUPERFIT FOODS LLC, a Florida
limited liability company (“Seller”), SUPERFIT FOODS LLC, a Nevada limited liability company (“Buyer”),
and Jared Graybeal (“Guarantor” and together with Seller and Buyer,
the “Parties”), effective as of the Closing Date specified below.


 


WHEREAS,
Seller owns certain operating materials and intellectual property, as described in this Agreement, used in the ongoing operation of the
prepared health food meal sales, delivery, catering, and subscription business known as “SUPERFIT FOODS” (the “Business”),
with its principal place of Business located at 700 Blanding Boulevard, Unit 10, Orange Park, Florida 32065 (the “Kitchen Location”);


 


WHEREAS,
the Kitchen Location’s real property is subject to a lease agreement between Seller and Blanding Village I, LLC and Blanding Village
II, LLC (the “Kitchen Lease”);


 


WHEREAS,
Seller maintains a co-working office space in connection with the Business, located at 602 Shetter Avenue, Jacksonville Beach, Florida
32250 (the “Office Space”);


 


WHEREAS,
the Office Space is subject to a rental agreement between Seller and Shetter Holdings (the “Office Lease”); and


 





WHEREAS,
Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, subject to the terms and conditions set forth in this Agreement
and for the consideration as hereinafter specified, certain operating materials and intellectual property relating to the Business and
Seller’s operation of the Kitchen Location.


 


NOW,
THEREFORE, the Parties agree as follows:


 


1.       Closing
and the Closing Date. Consummation of the transaction contemplated by this Agreement (the “Closing”) shall take place
remotely via the electronic exchange of documents and signature pages on March 25, 2021 at 11:59pm eastern time or, by mutual agreement
of the Parties, on an earlier or later date (the “Closing Date”).


 


2.       Purchased
Assets.


 


(a)       At
the Closing on the Closing Date, Seller will convey to Buyer all of its rights and interest in the following assets:


 


(i)       Operating
Materials. All of Seller’s (1) standards, specifications, methods, techniques, meal plans and recipes, and operating and other
procedures (the “Standards”); and (2) operations manuals, employee handbooks, training materials, and any other policies,
procedures, and manuals (the “Materials”, and together with the Standards, the “Operating Materials”). The Operating
Materials are set forth on Exhibit A attached hereto. Any additional Operating Materials which Buyer becomes acquainted with following
the Closing Date and execution of this Agreement shall be presumed to be Operating Materials hereafter owned by Buyer.


 




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(ii)       Intellectual
Property. All of Seller’s worldwide intellectual property rights, of any kind, including, but not limited to: (1) all trademarks,
service marks, trade names, symbols, emblems, insignias, designs, and logos, whether registered or unregistered (together, the “Marks”);
(2) domain names (the “Domain Names”); (3) all telephone numbers related to the Business, including any roll-over numbers
and facsimile numbers (4) distinguishing characteristics of the Business, including the slogans, terms, ideas, advertising and promotional
materials, and other audio, video, photographs, illustrations, and written materials (together, the “Distinguishing Characteristics”);
and (5) any registrations, applications, reservations, renewals or extensions relating to any of the foregoing (together, the “Registrations”).
The Marks, Domain Names, Distinguishing Characteristics, and the Registrations are set forth on Exhibit B attached hereto and
collectively referred to as “Intellectual Property.” Any additional Intellectual Property which Buyer becomes acquainted
with following the Closing Date and execution of this Agreement shall be presumed to be Intellectual Property hereinafter owned by Buyer.


 


(iii)       Operating
Assets. All of Seller’s operating assets used in connection with the Business, including, but not limited to: (1) furniture,
fixtures, and equipment (the “Equipment”); (2) leasehold improvements (the “Leasehold Improvements”); (3) food,
paper, supplies, and other inventory (the “Inventory”); (4) signs and signage (the “Signs”); (5) computer hardware
and software, and the data and information contained therein (the “Computers”); and (6) delivery and refrigeration vehicles
(the “Vehicles” and together with the Equipment, Leasehold Improvements, Inventory, Signs, Computers, and Vehicles, the “Operating
Assets”). The Operating Assets are set forth on Exhibit C attached hereto. Any additional Operating Assets which Buyer becomes
acquainted with following the Closing Date and execution of this Agreement shall be presumed to be Operating Assets hereafter owned by
Buyer.


 


(b)       The
Operating Materials, Intellectual Property, and Operating Assets are referred to collectively as the “Purchased Assets.”


 


3.       Excluded
Assets. Other than the Purchased Assets, the Parties acknowledge and agree that Buyer is not purchasing or acquiring, and Seller
is not selling or assigning, any other assets or properties of Seller, and all such other assets and properties shall be excluded from
the Purchased Assets (the “Excluded Assets”). Excluded Assets include, without limitation, the following assets and properties
of Seller:


 


		(a)	All
                                            cash, cash equivalents, and bank accounts;



 


		(b)	All
                                            accounts receivables;



 


		(c)	Corporate
                                            seals, organizational documents, minute books, tax returns;



 


		(d)	Insurance
                                            policies;



 


		(e)	Any
                                            benefit plans; or



 


		(f)	Rights
                                            to any action, suit, or claim being pursued by Seller.



 


4.       Assumption
of Lease Obligations. At the Closing, Seller agrees to assign to Buyer, and Buyer agrees to assume from Seller, all obligations under
the Kitchen Lease and Office Lease (together, the “Leases”) by way of lease assignment or rental agreement assignment, as
applicable, which assignments have been approved by each landlord at no cost to Seller. Seller will pay and satisfy all financial and
other obligations due under the Leases through the Closing Date. Thereafter, Buyer covenants and agrees that Buyer will perform, observe,
and comply with all terms, covenants, and conditions to be performed, observed, or complied with by the tenant under the Leases.


 




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5.       Transferred
Contracts.


 


(a)       At
the Closing, Seller agrees to transfer (and cause its affiliate, Your Meal Prep Company LLC (“YMPC”) to transfer, as applicable)
to Buyer, and Buyer agrees to assume from Seller (or YMPC, as applicable), Seller’s (or YMPC’s, as applicable) contractual
obligations under the accounts and agreements set forth on Exhibit D attached hereto (the “Transferred Contracts”).
Seller will pay and satisfy (or cause YMPC to pay and satisfy, as applicable) all financial and other obligations due under the Transferred
Contracts through the Closing Date. Thereafter, Buyer covenants and agrees that Buyer will perform, observe, and comply with all terms,
covenants, and conditions to be performed, observed, or complied with under the Transferred Contracts.


 


(b)       Notwithstanding
the foregoing, if the transfer date of the Merchant Services Account (as defined in Exhibit D attached hereto) occurs after the
Closing Date, Seller will cause YMPC to transfer, on a weekly basis, all amounts received by YMPC under the Merchant Services Account,
for the period between the Closing Date and the Merchant Services Account transfer date, to Buyer.


 


6.       Excluded
Liabilities.


 


(a)       Buyer
shall not assume, or take the Purchased Assets subject to, any liability or obligation of any kind or nature (whether known or unknown,
asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”)
(such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: (i) trade
and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company
members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period
during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions
or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets;
(v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise
triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under
the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members,
managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.


 


(b)       Seller
will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership
of the Purchased Assets through the Closing Date.


 


7.       Purchase
Price for the Purchased Assets. Buyer shall pay, or cause to be paid, the sum of One Million and One Hundred and Fifty Thousand Dollars
($1,150,000) (the “Purchase Price”), payable as follows:


 


(a)       Common
Stock.


 


(i)       Payment
at the Closing to Guarantor, consisting of common stock units in Buyer’s parent, Muscle Maker, Inc. (“MMI”) (NASDAQ
symbol GRIL) in the total value of no less than Five Hundred and Twenty-Five Thousand Dollars ($525,000), rounded up to the nearest number
of whole shares. The total number of common stock units issued to Guarantor will be calculated using the closing stock price of the day
immediately prior to the Closing Date. Guarantor acknowledges that common stock is subject to SEC Rule 144 (17 C.F.R. 230.144) which
requires, among other things, shares to be held for six (6) months before being registered.


 




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(ii)       Payment
at the Closing to Seller Broker (as defined in Section 10(c) below), on behalf of Seller, consisting of common stock units in MMI in
the total value of no less than One Hundred Thousand Dollars ($100,000), following the modalities in Section 7(a). Seller Broker acknowledges
that common stock is subject to SEC Rule 144 (17 C.F.R. 230.144) which requires, among other things, shares to be held for six (6) months
before being registered.


 


(b)       Escrow
Funds. At Closing, Buyer shall cause MMI to issue a release instruction to Fleming PLLC (the
“Escrow Agent”) which shall instruct the Escrow Agent to release the Twenty-Five Thousand Dollars ($25,000) in escrow funds
previously deposited by MMI to an account or accounts designated by Seller pursuant to the wire instructions set forth in Exhibit
E.


 


(c)       Cash.


 


(i)       At
the Closing, Buyer shall pay Seller Four Hundred and Sixty Thousand Dollars ($460,000) by wire transfer of immediately available funds
to an account or accounts designated by Seller pursuant to the wire instructions set forth in Exhibit E.


 


(ii)       At
the Closing, Buyer shall pay Seller Broker, on behalf of Seller, Fifteen Thousand Dollars ($15,000) by wire transfer of immediately available
funds to an account or accounts designated by Seller Broker pursuant to the wire instructions set forth in Exhibit E.


 


(d)       Holdback
Amount. Subject to the satisfaction of the obligations set forth in Section 8 below, Buyer shall pay Seller Twenty-Five Thousand
Dollars ($25,000) in common stock (the “Holdback Amount”) following the modalities in Section 7(a); provided, however, that
if Seller fails to satisfy the obligations set forth in Section 8 below, Buyer shall have no obligation to pay Seller the Holdback Amount
and all obligations of Buyer under this Section 7 shall be deemed to be satisfied in full. If Buyer has not paid the Holdback Amount
to Seller within sixty (60) days following the Closing Date, the Purchase Price shall be reduced to One Million and One Hundred Twenty-Five
Thousand Dollars ($1,125,000) and all obligations of Buyer under this Section 7 shall be deemed to be satisfied in full.


 


(e)       Prorations.
Rent, security deposits, utilities, insurance, personal property taxes, pre-paid expenses, common area maintenance, wages, and similar
items customarily subject to proration will be prorated to the Closing Date amongst the Seller and Buyer. If any expense or revenue cannot
be determined accurately on the Closing Date, it will be estimated based upon prior billing or payments, and the estimated amount will
be final and binding on Seller and Buyer.


 


(f)       Allocation.
The Parties acknowledge and agree that the Purchase Price is properly allocable and shall be allocated among the Purchased Assets in
accordance with the provisions of Section 1060 of the Internal Revenue Code of 1986, as amended.


 


8.       Closing
Documents & Post-Closing Obligations.


 


(a)       At
the Closing, Seller shall provide satisfactory documentation to Buyer to evidence that Guarantor is the sole member, manager, and owner
of Seller.


 


(b)       At
the Closing, Seller and Buyer shall execute a Bill of Sale, in the form attached hereto as Exhibit F, conveying to Buyer all of
Seller’s right and title to and interest in the Purchased Assets in exchange for the Purchase Price.


 


(c)       At
the Closing, Seller shall execute the Certificate for Non-Foreign Status attached hereto as Exhibit G.


 




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(d)       At
the Closing, Seller shall provide (and cause YMPC to provide) Buyer with certificates of compliance from the Florida Department of Revenue,
evidencing no outstanding tax audit assessment notices or unpaid taxes against Seller or YMPC.


 


(e)       At
the Closing, Seller and Buyer shall execute a lease assignment and rental agreement assignment, conveying to Buyer all of Seller’s
right and title to and interest in the Leases.


 


(f)       Within
ten (10) days following the Closing Date, Seller shall provide satisfactory documentation to Buyer to evidence that Guarantor has satisfied
his payment obligations under the settlement and release agreement dated March 19, 2021, between Guarantor and Francis Tragesser (“Tragesser”).


 


(g)       Within
thirty (30) days following the Closing Date, Seller shall cooperate with Buyer to transfer registrations and administrative control over
the domain names identified in Exhibit B. Furthermore, Seller shall cooperate with Buyer to migrate all former Seller e-mail accounts
to Buyer’s existing systems.


 


(h)       Within
thirty (30) days following the Closing Date, Seller shall cooperate with Buyer to transfer titles and registrations of the Vehicles identified
in Exhibit C.


 


(i)       Within
sixty (60) days following the Closing Date, Seller shall file all necessary documentation with the Florida Division of Corporations’
office to change its entity name from “SUPERFIT FOODS LLC” to an alternative name that does not include “SUPERFIT FOODS”
or any Intellectual Property owned by Buyer after the Closing Date.


 


(j)       Within
sixty (60) days following the Closing Date, Seller shall cause YMPC to file all necessary documentation with the Florida Division of
Corporations’ office to change its entity name from “YOUR MEAL PREP COMPANY LLC” to an alternative name that does not
include “YOUR MEAL PREP COMPANY” or any Intellectual Property owned by Buyer after the Closing Date.


 


9.       Sales
and Transfer Taxes and Fees. Seller must pay all applicable sales, transfer, documentary, use, filing, and other taxes and pay for
all licenses, permits, and other fees levied on the sale, assignment, transfer, or delivery of the Purchased Assets, whether levied on
Seller or Buyer.


 


10.       Representations
and Warranties of Seller. Seller represents, warrants, and agrees with Buyer as of the Closing Date as follows:


 


(a)       (i)
Seller is a duly organized and validly existing limited liability company under the laws of the State of Florida; (ii) Guarantor is the
sole member, manager and owner of Seller; (iii) Seller is duly authorized to execute and deliver this Agreement, perform the covenants
contained therein, and consummate the transaction contemplated by this Agreement and execute, deliver, and perform under all documents
to be executed and delivered according to this Agreement; and (iv) all required corporate action for the transaction contemplated by
this Agreement has been taken and no consents shall be required to consummate such transaction.


 


(b)       Seller
has good and marketable title to, or a valid license or leasehold interest in, the Purchased Assets, free and clear of any mortgages,
pledges, security interests or other liens, except for liens for taxes not yet due and payable or for taxes that Seller is contesting
in good faith through appropriate proceedings.


 




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(c)       Except
for Gateway Business Brokers, LLC (located at 5011 Gate Parkway, Building 100, Suite 100, Jacksonville, Florida 32256) (the “Seller
Broker”), the fees and expenses of which will be paid as set forth in Sections 7(a)(ii) and 7(c)(ii), neither this Agreement nor
the transaction contemplated by this Agreement was induced by or procured through any person, firm, corporation, or other entity acting
on behalf of or representing Seller as broker, finder, investment banker, financial advisor, or in any similar capacity.


 


(d)       Seller
has no Liabilities relating to or affecting the Purchased Assets or, which with the passage of time would result in a lien or encumbrance
on the Purchased Assets, including any Liability for taxes.


 


(e)       Seller’s
execution, delivery and performance of this Agreement and its ancillary agreements does not and will not constitute a breach of any material
contracts to which Seller is a party. Seller further represents and warrants that, except for the Leases and the Transferred Contracts,
it is not a party to any material contracts.


 


(f)       Seller
represents there are no present or, to its knowledge, threatened claims of any nature against Seller resulting from, arising out of,
or relating to the Purchased Assets, nor any dispute which adversely affects, or may adversely affect, Buyer or the transaction contemplated
by this Agreement, and Seller is not subject to any pending or, to its knowledge, threatened litigation, proceeding, or administrative
investigation resulting from, arising out of, or relating to the Purchased Assets.


 


(g)       Seller
represents that Exhibits A, B, and C properly identify all of Seller’s Operating Materials, Intellectual Property, and Operating
Assets.


 


(h)       The
Leases are in full force and effect and neither Seller nor any other tenant is in default thereunder. The leasehold interest of Seller
or any other tenant is subject to no lien or encumbrance and entitles the lessee to the right of quiet possession. True and complete
copies of the Leases have been delivered to Buyer.


 


(i)       Seller’s
execution, delivery and performance of this Agreement and its ancillary agreements does not and will not (i) constitute a breach or violation
of any law, rule, regulation, material agreement, indenture, deed of trust, mortgage, loan agreement or any material instrument to which
Seller is a party or by which Seller is bound or affected, (ii) constitute a violation of any order, judgment or decree by which Seller
is bound or affected, (iii) result in the creation of any lien or charge on any of Purchased Assets, or (iv) require any authorization
or consent of any third party or agencies.


 


(j)       Seller
has operated the Business through the Closing Date in the usual and ordinary course of business and conforming to all applicable local,
state, and federal ordinances, laws, rules, and regulations.


 


11.       Representations
and Warranties of Buyer. Buyer represents, warrants, and agrees with Seller as of the Closing Date as follows:


 


(a)       (i)
Buyer is a duly organized and validly existing limited liability company under the laws of the State of Nevada; (ii) Buyer is duly authorized
to execute and deliver this Agreement, perform the covenants contained therein, and consummate the transaction contemplated by this Agreement
and execute, deliver, and perform under all documents to be executed and delivered according to this Agreement; and (iii) all required
corporate action for the transaction contemplated by this Agreement has been taken and no consents shall be required to consummate such
transaction.


 




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(b)       Except
for Command Project Management Group, Inc. (located at 2372 Morse Avenue, Suite 190, Irvine, California 92614), the fees and expenses
of which are solely the Buyer’s responsibility, neither this Agreement nor the transaction contemplated by this Agreement was induced
by or procured through any person, firm, corporation, or other entity acting on behalf of or representing Buyer as broker, finder, investment
banker, or financial advisor or in any similar capacity.


 


(c)       Buyer
is not subject to any restriction, agreement, law, judgment, or decree which would prohibit or be violated by the execution and delivery
of, and performance under, this Agreement.


 


12.       Transition
of Business. After the Closing
Date, Seller and Guarantor shall, for a period of sixty (60) days, cooperate with Buyer to provide support services to the Business to
the extent necessary to affect an orderly transition of the Business to Buyer, at no cost to Buyer. This obligation includes in-person
meetings for a period of seven (7) days following the Closing Date, and Seller’s and Guarantor’s availability by telephone
or video conference for consultation for the remainder of this sixty (60) day period, at such times as are mutually agreeable to the
Parties.


 


13.       Non-Competition.
In exchange for valid consideration in the form of the Purchase Price herein to Seller, Guarantor covenants and agrees not to consult,
sponsor, or provide any services in any manner or capacity to a direct competitor of Buyer for a period of three (3) years from the Closing
Date (the “Non-Compete Period”) unless expressly authorized in writing by Buyer. A direct competitor of Buyer for purposes
of this Agreement is defined as any individual, partnership, corporation and/or other business entity that operates, or grants franchises
or licenses to others to operate, a restaurant or other food service business deriving more than ten percent (10%) of its gross receipts
from the sale of healthy meals (“Competitive Business”). Furthermore, Guarantor covenants and agrees not have any direct
or indirect interest as a disclosed or beneficial owner, investor, partner, director, officer, employee, consultant, representative,
sponsor, agent, or in any other capacity in any Competitive Business during the Non-Compete Period. Guarantor expressly acknowledges
that he possesses skills and abilities of a general nature and has other opportunities for exploiting such skills. Consequently, enforcement
of the covenants made in this Section 13 will not deprive Guarantor of his personal goodwill or ability to earn a living.


 


14.       Name
and Likeness. Guarantor hereby
grants to Buyer, at no cost to Buyer, the right to use his name and likeness, including without limitation any and all trademark rights
thereof, in connection with Buyer’s advertising, marketing and sales programs in any and all media formats (now existing or hereafter
developed) for a period of one (1) year after the Closing Date; provided however that Buyer shall not use such name and likeness in a
manner substantially inconsistent with the current use of Guarantor’s name and likeness.


 


15.       Publicity.


 


(a)       Seller
and Guarantor agree that they shall not directly or indirectly, without the prior approval of Buyer, make any public statements in connection
with this Agreement or the transaction contemplated by this Agreement, including, but not limited to: (a) press
or other news releases; (b) public announcements or communications; or (c) announcements or postings on podcasts, social media, or websites.
Private statements to friends, family, or advisors, and statements made in conjunction with Buyer, are expressly excluded from this prohibition;
provided that Seller and Guarantor cause their friends, family, and advisors to keep any such statements private.


 


(b)       Buyer
shall be entitled, without
the prior approval of the Seller and Guarantor, to issue any press release or other public disclosure in
connection with this Agreement or the transaction contemplated by this Agreement as required under
applicable securities or other laws or regulations.


 




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16.       Survival.
All covenants, agreements, representations, and warranties made by the Parties will survive the Closing.


 


17.       Further
Assurances. Each party agrees that each shall, without the payment of additional consideration, cooperate with the other in such
ways, and execute such additional documents, as may be reasonably requested by the other to more fully carry out the objectives of this
Agreement.


 


18.       Indemnification
of Seller. Buyer agrees to indemnify, defend, and hold harmless Seller (and its affiliated entities and their respective officers,
directors, members, managers, owners, employees, and agents) against any and all loss, claim, liability, obligation and expense (including
reasonable attorneys’ fees) arising out of or related to (i) inaccuracies in or breaches by Buyer of any of its covenants, agreements,
representations, or warranties in this Agreement or (ii) the Business and its operations, the Kitchen Location, the Office Location,
the Leases, the Purchased Assets, or the Transferred Contracts arising after the Closing Date.


 


19.       Indemnification
of Buyer. Seller agrees to indemnify, defend, and hold harmless Buyer (and its affiliated entities and their respective officers,
directors, members, managers, owners, employees, and agents) against any and all loss, claim, damage, liability, obligation and expense
(including reasonable attorneys’ fees) arising out of or related to (i) inaccuracies in or breaches by Seller of any of its covenants,
agreements, representations, or warranties in this Agreement; (ii) the Excluded Assets or Excluded Liabilities; (iii) the Business and
its operations, the Kitchen Location, the Office Location, the Leases, the Purchased Assets, or the Transferred Contracts arising through
the Closing Date; and (iv) any claim which may be made by Tragesser to be a member, manager, or owner of Seller or in the Business. Any
claim by Tragesser is deemed invalid by Seller, but would constitute an exception to Seller’s representations in Sections 10(a)
and 10(f).


 


20.       Guarantor.
Guarantor hereby absolutely, unconditionally, and irrevocably guarantees, as a principal and not as a surety, to Buyer the due and timely
performance by Seller of its covenants, agreements, obligations, commitments, undertakings, and indemnities given or undertaken or expressed
to be given or undertaken under this Agreement (collectively, the “Guaranteed Obligations”). The Guaranteed Obligations shall
survive the Closing.


 


21.       Acknowledgement.
Seller acknowledges and agrees that Buyer has made no covenants, representations, or warranties to Seller concerning the transaction
contemplated by this Agreement which are not stated in this Agreement.


 


22.       Notices.
Any notice required or permitted hereunder must be written and sent to the appropriate party at the following respective addresses:


 





	 	If
    to Seller:	117
    Margaret Street
	 	 	Neptune
    Beach, Florida 32266
	 	 	 
	 	If
    to Buyer:	2600
    South Shore Boulevard, Suite 300
	 	 	League
    City, Texas 77573
	 	 	 
	 	If
    to Guarantor:	117
    Margaret Street
	 	 	Neptune
    Beach, Florida 32266





 


Notice
shall be deemed delivered three (3) business days after mailing. The Parties may from time to time designate a substitute address for
that above set forth, and thereafter notices to that party shall be directed to the substitute address.


 




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23.       Miscellaneous.


 


(a)       Confidentiality.
Except as specifically provided herein and to the extent reasonably necessary to perform its obligations or exercise or enforce its rights
hereunder, no party shall provide or disclose to any third-party (except its affiliates) or use, unless authorized in writing to do so
by the other party or properly directed or ordered to do so by public authority, any information or matter that constitutes or concerns
the terms and conditions of this Agreement or that regards any dealings or negotiations with the other party related to this Agreement;
provided, however, that the Parties may consult with their respective advisors, counsel and auditors with respect to such information
and matter if said advisors, counsel and auditors agree to abide by the terms and conditions of this Section 23(a).


 


(b)       Headings.
The titles and headings herein are for convenience only. In case of ambiguity or inconsistency, the text rather than the title or headings
shall control.


 


(c)       Expenses.
Each of the Parties hereto shall pay its own fees, costs and expenses incurred in connection with the negotiation, preparation, execution,
and delivery of this Agreement and the consummation of the transaction contemplated by this Agreement.


 


(d)       Entire
Agreement. The recitals and Exhibits are part of this Agreement, which, together with the other documents signed prior to Closing,
or that are being signed concurrently with the signing of this Agreement or at the Closing, contains the entire understanding between
the Parties with respect to the transaction contemplated by this Agreement. This Agreement may not be amended, modified, or altered except
by an instrument in writing signed by the Parties.


 


(e)       Successors
and Assigns. This Agreement will bind and inure to the benefit of the Parties and their respective successors and assigns.


 


(f)       Severability.
Each section, paragraph, term, and provision of this Agreement is considered severable, and if, for any reason, any provision is interpreted
as violating any law or otherwise unenforceable, that provision will be inoperative, and the remainder of this Agreement will remain
binding on the Parties.


 


(g)       Counterparts.
This Agreement may be executed in multiple copies, each of which will be deemed an original.


 


(h)       Governing
Law; Dispute Resolution. This Agreement shall be governed by the laws of Florida and any dispute between the Parties, their affiliated
entities or their officers, directors, members, managers, owners, employees, or agents will be governed by and determined in accordance
with the substantive law of the State of Florida, which laws will prevail in the event of any conflict of laws. Each of the Parties
to this Agreement hereby waives any right it may have to a trial by jury for any disputes arising from this Agreement or the Parties’
relationship created hereby. If there is any dispute or controversy between the Parties arising out of or relating to this Agreement,
the Parties agree that such dispute or controversy will be heard in Jacksonville, Florida by such court as has subject matter jurisdiction.


 


(i)       Attorneys’
Fees. In the event of any dispute hereunder, or any default in the performance of any term or condition of this Agreement, the prevailing
party shall be entitled to recover all costs and expenses associated therewith, including reasonable attorneys’ fees.


 


SELLER
HEREBY REPRESENTS AND WARRANTS THAT IT HAS BEEN ADVISED TO RETAIN ITS PERSONAL LEGAL AND TAX COUNSEL TO REVIEW ALL OF THE DOCUMENTS,
INCLUDING, BUT NOT LIMITED TO, THIS AGREEMENT, PURSUANT TO THE SALE OF certain assets TO
BUYER. SELLER HAS READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS HEREIN. NONE OF BUYER’S EMPLOYEES REPRESENT
SELLER IN ANY MANNER.


 


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IN
WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives as of the Closing Date stated
hereinabove.


 


	 	Seller:
	 	 	 
	 	SUPERFIT
    FOODS LLC,
	 	a
    Florida limited liability company
	 	 	 
	 	Signature:	
	 	Name:	Jared
    Graybeal
	 	Title:	Manager
	 	 	 
	 	Buyer:	 
	 	 	 
	 	SUPERFIT
    FOODS LLC,
	 	a
    Nevada limited liability company
	 	 	 
	 	Signature:	
	 	Name:	Kenneth
    Miller
	 	Title:	Chief
    Operating Officer
	 	 	 
	 	Guarantor:	 
	 	 	 
	 	JARED
    GRAYBEAL
	 	 	 
	 	Signature:
    	





 


Seller
Broker hereby acknowledges and accepts this Agreement, solely for the
purposes of Sections 7(a)(ii), 7(c)(ii), and 10(c).


 


	 	Seller
    Broker:
	 	 	 
	 	GATEWAY
    BUSINESS BROKERS, LLC,
	 	a
    Florida limited liability company
	 	 	 
	 	Signature:	
	 	Name:	Nancy
    Hallett
	 	Title:	Partner


 




    	10



     


    




 


EXHIBIT
A


 


OPERATING
MATERIALS


 


	1.	Standards



 


All
standards, specifications, methods, techniques, meal plans and recipes, and operating and other procedures.


 


	2.	Materials









 


All
operations manuals, employee handbooks, training materials, and any other policies, procedures, and manuals.


 


	3.	Additional Operating Materials









 


Any
additional Operating Materials which Buyer becomes acquainted with following the Closing Date and execution of this Agreement shall be
presumed to be Operating Materials hereafter owned by Buyer.


 




    	A-1



     


    

 


EXHIBIT
B


 


INTELLECTUAL
PROPERTY


 


	1.	Marks



 


Trademarks,
Service Marks, Trade Names, Symbols, Emblems, Insignias, Designs, & Logos


 


	Mark	 	Description	 	Status
	SUPERFIT
    FOODS	 	Standard
    character mark	 	Serial
                                            No. 88628521

    Reg.
    No. 6225096

    Registered
    December 22, 2020

	Your
    Meal Prep Company	 	Standard
    character mark	 	Serial
                                            No. 88628534

    Reg.
    No. 6202469

    Registered
    November 17, 2020

	 	 	Service
    mark consisting of a stylized fist holding a spatula	 	Serial
                                            No. 88628531

    Reg.
    No. 6,248,484

    Registered
    January 19, 2021

	 	 	Stylized
    SUPERFIT FOODS mark (in navy blue)	 	Unregistered


 


 





	2.	Domain Names






 


	Domain
    Name	 	Registrant
    Contact
	 

    http://www.superfitfoods.co

     
	 	Domains
    By Proxy, LLC
	 

    https://www.facebook.com/SuperfitFoods

     
	 	Facebook,
    Inc.
	 

    https://www.twitter.com/Superfit_Foods

     
	 	Twitter,
    Inc.
	 

    https://instagram.com/superfit_foods

     
	 	Instagram
    LLC
	 

    https://www.youtube.com/channel/UCw0xZCF4zAkvL92dX9W7QHQ

     
	 	Google
    LLC 
	 

    https://www.linkedin.com/company/superfit-foods

     
	 	LinkedIn
    Corporation





 




    	B-1



     


    

 


	3.	Distinguishing Characteristics






 


Slogans
& Terms


 


	Slogan	 	Status
	Superfit
    Foods Your Meal Prep Company	 	Unregistered
	Our
    Cleanest Approach to Healthy Eating	 	Unregistered
	Proteins,
    Carbs, And Veggies Perfect For A Workday Lunch Or Dinner On The Move	 	Unregistered
	Start
    Your Day Right With Protein Packed Options	 	Unregistered
	Switch
    It Up Or Keep It Consistent For An Awesome Morning Routine	 	Unregistered
	Handheld
                                            Options And Salads To Keep You Going During Busy Days

     
	 	Unregistered
	Eat
    As A Quick Snack Or Substitute For A Lunch	 	Unregistered


 


Ideas


 


	Idea	 	Status
	150+
    Meal Options	 	Unregistered
	Juices
    + Shots	 	Unregistered
	Healthy
    Snacks	 	Unregistered
	Meal
    Plans	 	Unregistered
	Meal
    Types	 	Unregistered
	Specialty
    Diets	 	Unregistered
	Week
    to Week Renewal	 	Unregistered
	Pickup
    Or Shipping	 	Unregistered
	Fully
    Customizable	 	Unregistered
	Lean
    Down	 	Unregistered
	Sustain	 	Unregistered
	Build
    Up	 	Unregistered
	Standard
    Main Meals	 	Unregistered
	Paleo
    Main Meals	 	Unregistered
	Vegetarian
    Main Meals	 	Unregistered


 




    	B-2



     


    

 





	Vegan
    Main Meals	 	Unregistered
	Pescatarian
    Main Meals	 	Unregistered
	Standard
    Breakfast Meals	 	Unregistered
	Paleo
    Breakfast Meals	 	Unregistered
	Vegetarian
    Breakfast Meals	 	Unregistered
	Vegan
    Breakfast Meals	 	Unregistered
	Pescatarian
    Breakfast Meals	 	Unregistered
	Standard
    Boost Meals	 	Unregistered
	Paleo
    Boost Meals	 	Unregistered
	Vegetarian
    Boost Meals	 	Unregistered
	Vegan
    Boost Meals	 	Unregistered
	Pescatarian
    Boost Meals	 	Unregistered


 


Advertising
and Promotional Materials & Campaigns


 


All
advertising and promotional materials and campaigns.


 


Other
Audio, Video, Photographs, Illustrations, and Written Materials


 


All
other audio, video, photographs, illustrations, and written materials.


 


	4.	Registrations



 


Registrations,
Reservations, Renewals & Extensions


 


None.


 


Applications


 


None.


 


	5.	Additional
                                            Intellectual Property



 


Any
additional Intellectual Property which Buyer becomes acquainted with following the Closing Date and execution of this Agreement shall
be presumed to be Intellectual Property hereinafter owned by Buyer.


 




    	B-3



     


    

 


EXHIBIT
C


 


OPERATING
ASSETS


 


	1.	Equipment



 


	 	●	+/-
    40 merchandise refrigerators/freezers (25 of which are at Pickup Locations (as defined in Exhibit D attached hereto) and +/-
    15 of which are at Kitchen Location) 
	 	●	Ovens,
    stoves, grills, warming and holding equipment, and other cooking equipment
	 	●	Exhaust
    fan and hood system
	 	●	Walk
    in cooler/refrigerator, walk in freezer, and other refrigeration equipment
	 	●	Commercial
    preparation/worktables and stations and other food preparation equipment
	 	●	Racks,
    shelving, carts, and other storage/transport equipment
	 	●	Sinks,
    dishwasher, trash containers, and other cleaning and maintenance equipment
	 	●	Juicer,
    juicer accessories, and other juicer necessities
	 	●	Cookware,
    food storage containers, utensils, cutlery, and other small wares 
	 	●	Label
    printers
	 	●	Dining
    table and chairs
	 	●	Futon


 


	2.	Leasehold
                                            Improvements



 


See
attached.


 


	3.	Inventory



 


All
food, paper, supplies, and other inventory, excluding out of code, damaged, or unusable inventory.


 


	4.	Signs
                                            



 


All
signs and signage.


 


	5.	Computers



 


All
computer hardware and software, including all data and information contained therein.


 


	6.	Vehicles



 


	Make/Model	 	VIN
	2010
    Ford Van/Simmons	 	1FTNE2EW3ADA05042
	2015
    Nissan Van/NMAC	 	3N6CM0KN4FK719003
	2017
    Chevy Silverado/Vystar	 	3GCUKREC3HG388769
	Refrigeration
    Truck	 	1FTNE14WX8DB10733


 






	7.	Additional Operating Assets









 


Any
additional Operating Materials which Buyer becomes acquainted with following the Closing Date and execution of this Agreement shall be
presumed to be Operating Materials hereafter owned by Buyer.


 




    	C-1



     


    

 


EXHIBIT
D


 


TRANSFERRED
CONTRACTS 


 


		1.	All
                                            of Seller’s meal plan subscription agreements and/or accounts with the Business’
                                            customers/consumers.



 


		2.	All
                                            of Seller’s agreements and/or accounts (either written or verbal) with the Business’
                                            pickup partner locations including, but not limited to, 1st Place Sports, Focus
                                            Fitness, Jax Nutrition, Pearson Fitness, Florida Extreme, Titan Up Fitness, Driv Fitness,
                                            The Exchange Fitness, Meridian Fitness, B.E.A.S.T. Performance, Total Body Sports Nutrition,
                                            Degree Wellness, Stretch Lab, TrueFitPhysiques Studio, The Gym, North Jax CrossFit, CrossFit
                                            Total Control, and CrossFit 904 (collectively, the “Pickup Locations).



 


		3.	Seller’s
                                            agreement and/or account with authorize.net for payment processing.



 


		4.	YMPC’s
                                            merchant services agreement/and or account with Eliot Management Group for merchant services
                                            (the “Merchant Services Account”).



 




    	D-1



     


    

 


EXHIBIT
E


 


WIRE
INSTRUCTIONS


 


For
Seller:


 


Name
on Account: Jared Graybeal


Bank
Name: Wells Fargo Bank, N.A.


Bank
Address: 420 Montgomery, San Francisco, California 94104


Routing
Number: 121000248


Account
Number: 2005187543


 


For
Seller Broker:


 


Name
on Account: Gateway Business Brokers, LLC


Bank
Name: BBVA


Bank
Address: 15 South 20th Street, Birmingham, Alabama 35233


Routing
Number: 063013924


Account
Number: 6717775765


 




    	E-1



     


    

 


EXHIBIT
F


 


BILL
OF SALE


 


Seller,
SUPERFIT FOODS LLC, a Florida limited liability company, having its principal place of business at 700 Blanding Boulevard, Unit 10, Orange
Park, Florida 32065, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, does hereby sell, assign,
transfer, and set over to SUPERFIT FOODS LLC, a Nevada limited (“Buyer”), all right, title, and interest in and to any and
all of the following described assets:


 


(a)       The
Operating Materials;


 


(b)       The
Intellectual Property; and


 


(c)       The
Operating Assets.


 


The
Operating Materials, Intellectual Property and Operating Assets are referred to as the “Purchased Assets.” Seller represents
that it has unencumbered title to the Purchased Assets.


 


Effective
as of March 25, 2021.


 


	Seller:

     

    SUPERFIT
    FOODS LLC,

    a
    Florida limited liability company

     
	Buyer:

     

    SUPERFIT
    FOODS LLC,

    a
    Nevada limited liability company

     

	Signature:
                                            ______________________________________

    Name:
    Jared Graybeal

    Title:
    Manager

     
	Signature:
                                            _______________________________________

    Name:
    Kenneth Miller

    Title:
    Chief Operating Officer

     



 




    	F-1



     


    

 


EXHIBIT
G


 


ENTITY
CERTIFICATE FOR NON-FOREIGN STATUS 


 


See
attached.


 




    	G-1



     


    

 


ENTITY
CERTIFICATE FOR NON-FOREIGN STATUS


 


Section
1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that a transferee of a U.S. real property
interest must withhold tax if the transferor is a foreign entity. To inform the transferee that withholding of tax is not required upon
the disposition of a U.S. real property interest by the undersigned (“Seller”), Seller hereby certifies the following:


 


		1.	Seller
                                            is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those
                                            terms are defined in the Code and the Treasury Regulations thereunder);



 


		2.	Seller’s
                                            U.S. Employer Identification Number is 47-3950499;



 


		3.	Seller’s
                                            office address is 117 Margaret Street, Neptune Beach, Florida 32266; and



 


		4.	Seller
                                            is not a “disregarded entity” as defined in Section 1.1445-2(b)(2)(iii) of the
                                            Treasury Regulations under the Code.



 


Seller
understands that this Certificate may be disclosed to the Internal Revenue Service by transferee and that any false statement contained
herein could be punished by fine, imprisonment or both.


 


Under
penalties of perjury, the undersigned declares that he has examined this Certificate and to the best of his knowledge and belief it is
true, correct, and complete, and the undersigned further declares that he has authority to sign this Certificate on behalf of Seller.


 


	 	SUPERFIT
                                            FOODS LLC, a Florida limited liability

                                                                     company

	 	 	 
	 	Signature:	
	 	Name:	Jared
    Graybeal
	 	Title:	Manager
	 	 	 
	Dated:
    March 25, 2021