shmp_ex102





 





 Exhibit 10.2



 




PATENTS PURCHASE
AGREEMENT

 

 



This Patents Purchase Agreement (this “Agreement”), dated as of the 19th
day of May 2021 (the
“Effective
Date”),
is entered into by and between F&T
Water Solutions, LLC, a Florida limited liability company
(“F&T” or “Seller”), and NaturalShrimp Incorporated, a Nevada
corporation, that is traded on the OTC Markets under OTCQB tier
under the symbol “SHMP” (“Buyer” or “NSI”).

 



RECITALS

 


(a)           NSI
and F&T have jointly developed and patented a water treatment
technology used or useful in growing aquatic species in
re-circulating and enclosed environments (the “Patent”)
with each party owning a fifty percent (50%)
interest.

 


(b)           F&T
desires to sell to Buyer, and Buyer desires to purchase from
F&T, F&T’s remaining interest in the Patent and all
other intellectual property rights owned by
F&T;

 


(c)           In
addition, a second patent associated with the first Patent was
issued to F&T on March 6, 2018 under US Patent No. 9,908,794
(B2);

 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

 



ARTICLE
I 



PURCHASE AND
SALE

 


Section 1.01 Purchase and Sale of
Patents. On the terms and
subject to the conditions set forth herein, at the Closing (as
hereinafter defined), Seller shall sell, assign, transfer, convey
and deliver to Buyer, and Buyer shall purchase from Seller,
Seller’s interest in both Patents, free and clear of any
Encumbrance, other than the Judgment, including, without
limitation, all of F&T’s Patent and Intellectual
Property Rights (as defined in
Exhibit “A” attached hereto and made a part hereof) and
including, all domestic and foreign patents, patent applications,
patents pending, copyrights, designs and know
how.

 

 


Section 1.02 Purchase Price.
The Purchase Price Buyer shall pay to
Seller for the Patents and Intellectual Property Rights shall be
seven Million Dollars ($7,000,000) payable as
follows:

 

(a)  Two
Million Dollars ($2,000,000), in cash at Closing
(“Closing Cash Payment”) and

 

(b) Five
Million Dollars ($5,000,000) worth of NaturalShrimp
Incorporated’s common shares, fully paid and non-assessable,
at a price per share equal to the “asking” price of a
share at the close of the market on the day before Closing,
subject, however to that certain “Lock Out and Leak
Out” Agreement, the form of which is attached hereto as
Exhibit D (the “NSI
Securities);

 



 

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 ARTICLE
II 



CLOSING

 


Section 2.01 Closing. The closing of the transactions contemplated by
this Agreement (the “Closing”) will take place electronically at a time
to be mutually agreed upon by F&T and NSI at a time and date as
may be mutually agreed by F&T and NSI but in no event later
than May 31, 2021. The date on which the Closing occurs is referred
to herein as the “Closing Date” and the Closing shall be deemed effective
as of 12:01 a.m. on the Closing Date.

 


Section 2.02 Closing
Deliverables. 

 

(a) At
the Closing, F&T shall deliver to Buyer the
following:

 

(i) An
Assignment of the Patents duly signed and authorized by an officer
of F&T authorized to sign same the form of which is attached as
Exhibit B (the “the Patents Assignment”);

 

(ii) A
“Lock Out and Leak-Out Agreement executed by the Class A and
Class B members of F&T the form of which is attached hereto as
Exhibit D;

 

(iii) The
duly authorized and executed Escrow Agreement, the form of which is
attached hereto as Exhibit E;

 

(iv) The
duly executed Non-Competition, Non-Circumvention
Agreement;

 

(v) a
certificate of the Secretary (or equivalent officer) of F&T to
Buyer certifying as to (A) the resolutions of the board of
directors or Managers of F&T, which authorize the execution,
delivery and performance of this Agreement by F&T, including
all documents to be delivered pursuant to Section 2.02(a), and the
other agreements, instruments and documents required to be
delivered in connection with this Agreement or at the Closing
(collectively and for any party, the "Transaction
Documents") and the
consummation of the transactions contemplated hereby and thereby
and (B) the names and signatures of the officers of F&T
authorized to sign this Agreement and the other Transaction
Documents; and

 

(vi) such
other customary instruments of transfer, assumption, filings or
documents, in form and substance reasonably satisfactory to Buyer,
as may be required by F&T to give effect to the transactions
contemplated by this Agreement.

 

(b) At
the Closing, Buyer shall deliver the following:

 

(i) the
Closing Cash Payment to F&T;

 



 

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(ii) the
NSI Securities, fully paid and non-assessable delivered to
TranShare Corportion for the benefit of F&T subject however to
that certain Lock out and Leak Out Agreement;

 

 

(iii) The
countersigned documents as necessary or required to affect the
Closing;

 

 

(iv) a
certificate of the Secretary (or equivalent officer) of Buyer to
F&T certifying as to (A) the resolutions of the Board of
Directors of Buyer, which authorize the execution, delivery and
performance of this Agreement, including all documents to be
delivered pursuant to this Section 2.02(b), and the other
Transaction Documents and the consummation of the transactions
contemplated hereby and thereby and (B) the names and signatures of
the officers of Buyer authorized to sign this Agreement and the
other Transaction Documents; and

 

 

(v) such
other customary instruments of transfer, assumption, filings or
documents, in form and substance reasonably satisfactory to Buyer,
as may be required to give effect to the transactions contemplated
by this Agreement.

 



ARTICLE
III 



REPRESENTATIONS
AND WARRANTIES OF SELLER

 


Seller represents and warrants to Buyer that the
statements contained in this ARTICLE III are true and correct as of the date
hereof.

 


Section 3.01 Organization and Authority of
F&T; Enforceability. F&T is a limited liability company duly
organized, validly existing and in good standing under the laws of
the State of Florida. Seller has full corporate power and authority
to enter into this Agreement and the documents to be delivered
hereunder, to carry out its obligations hereunder and to consummate
the transactions contemplated hereby. The execution, delivery and
performance by Seller of this Agreement and the documents to be
delivered hereunder and the consummation of the transactions
contemplated hereby have been duly authorized by Seller’s
board of directors or Manager(s). This Agreement and the documents
to be delivered hereunder have been duly executed and delivered by
Seller, and (assuming due authorization, execution and delivery by
Buyer) this Agreement and the documents to be delivered hereunder
constitute legal, valid and binding obligations of Seller,
enforceable against Seller in accordance with their respective
terms.

 


Section 3.02 No Conflicts; Consents.
The execution, delivery and
performance by the Seller of this Agreement and the documents to be
delivered hereunder, and the consummation of the transactions
contemplated hereby, do not and will not: (a) violate or conflict
with the organizational documents of Seller; (b) violate or
conflict with any judgment, order, decree, statute, law, ordinance,
rule or regulation applicable to Seller or the Purchased Assets,
including without limitation, the Judgment of the US Bankruptcy
Court (which is subject to the Escrow Agreement); (c) conflict
with, or result in (with or without notice or lapse of time or
both) any violation of, or default under, or give rise to a right
of termination, acceleration or modification of any obligation or
loss of any benefit under any contract or other instrument to which
Seller is a party or to which the Patents or other Intellectual
Property are subject; or (d) result in the creation or imposition
of any Encumbrance on the Patents or other Intellectual Property.
Except as otherwise set forth in this Agreement, no consent,
approval, waiver or authorization is required to be obtained by
Seller from any person or entity (including any Governmental
Authority) in connection with the execution, delivery and
performance by Seller of this Agreement and the consummation of the
transactions contemplated hereby.

 



 

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Section 3.03 Legal Proceedings.
There is no Action of any nature
currently pending or, to Seller’s knowledge, threatened
against or by Seller that challenges or seeks to prevent, enjoin or
otherwise delay the transactions contemplated by this Agreement. To
Seller’s knowledge, no event has occurred, or circumstances
exist that may give rise to, or serve as a basis for, any such
Action.

 


Section 3.04 Title to
Patents. F&T has good and
indefeasible title to its fifty percent (50%) interest in the first
Patent and one hundred percent as to the second Patent, free and
clear of all Encumbrances other than the Judgment. With the
exception of the Judgment, Buyer shall receive at the Closing good
and indefeasible title to F&T’s ownership interest in the
Patents, free and clear of all Encumbrances, and at the Closing,
the Patents shall not be subject to any Liability or obligations
(including under theories of successor liability) other than the
Judgment which is the subject of the Escrow Agreement. Seller has
not entered into any agreements, assignments for the benefit of
creditors or otherwise which would limit Seller’s ability to
transfer title to the Patents.

 


Section 3.05 Taxes. Seller has duly filed, or will duly file in a
timely manner, with the relevant Tax authorities all returns with
respect to Taxes relating to Seller including estimated Tax returns
and other information returns and reports which they are required
to file, and each such document is complete, accurate and in
accordance with all requirements of applicable Law. There are no
Tax liens in effect with respect to the
Patents.

 


Section 3.06 Intellectual
Property Rights. To the best of
Seller’s knowledge, Seller is not infringing upon or
otherwise acting adversely to the right of any Person under or with
respect to any Intellectual Property Rights, nor has Seller received written notice of any
such claim. Seller is not obligated pursuant to any contract or
agreement to make any payments by way of royalties, fees or
otherwise with respect to the Patents or any of Seller’s
other Intellectual Property Rights.

 



ARTICLE
IV 



REPRESENTATIONS AND
WARRANTIES OF BUYER

 


Buyer
represents and warrants to F&T that the statements contained in
this ARTICLE IV are true and correct as of the date hereof. For
purposes of this ARTICLE IV,

 


Section 4.01 
Organization and
Authority of Buyer; Enforceability. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the state of
Nevada. Buyer has full corporate power and authority to enter into
this Agreement and the documents to be delivered hereunder, to
carry out its obligations hereunder and to consummate the
transactions contemplated hereby. The execution, delivery and
performance by Buyer of this Agreement and the documents to be
delivered hereunder and the consummation of the transactions
contemplated hereby have been duly authorized by Buyer’s
Board of Directors. This Agreement and the documents to be
delivered hereunder have been duly executed and delivered by Buyer,
and (assuming due authorization, execution and delivery by Seller)
this Agreement and the documents to be delivered hereunder
constitute legal, valid and binding obligations of Buyer
enforceable against Buyer in accordance with their respective
terms.

 



 

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Section 4.02 
No Conflicts;
Consents. The execution,
delivery and performance by Buyer of this Agreement and the
documents to be delivered hereunder, and the consummation of the
transactions contemplated hereby, do not and will not: (a) violate
or conflict with the organizational documents of Buyer; or (b)
violate or conflict with any judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Buyer. No consent,
approval, waiver or authorization is required to be obtained by
Buyer from any person or entity (including any governmental
authority) in connection with the execution, delivery and
performance by Buyer of this Agreement and the consummation of the
transactions contemplated hereby.

 


Section 4.03
Legal
Proceedings. There is no Action
of any nature pending or, to Buyer’s knowledge, threatened
against or by Buyer that challenges or seeks to prevent, enjoin or
otherwise delay the transactions contemplated by this Agreement. No
event has occurred, or circumstances exist that may give rise to,
or serve as a basis for, any such Action.





ARTICLE
V 



COVENANTS

 


Section 5.01 Transfer Taxes.
Transfer, sales, use, registration,
documentary, stamp, value added and other such taxes and fees
(including any penalties and interest) incurred in connection with
this Agreement shall be borne and paid by Seller when due. Seller
shall, at its own expense, timely file any Tax Return or other
document with respect to such Taxes or fees (and Buyer shall
cooperate with respect thereto as necessary).

 

 


Section 5.02 Further Assurances.
Following the Closing, each of the
parties hereto shall execute and deliver such additional documents,
instruments, conveyances and assurances and take such further
actions, without additional consideration or undue delay as may be
reasonably required to carry out the provisions hereof and give
effect to the transactions contemplated by this Agreement and the
other Transaction Documents.

 

 



ARTICLE VI


CONDITIONS
PRECEDENT TO CLOSING

 


Section 6.01 Conditions Precedent to
Seller’s Obligations. The
obligations of Seller at the Closing shall be subject to the
satisfaction of the following conditions precedent at Closing (each
of which may be waived by Seller):

 



 

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(a) Representations.
All representations and warranties of Buyer contained herein shall
be true and correct on the Closing Date in all material respects as
if made on such date; all agreements of Buyer contained herein
shall have been complied with; and Seller shall have received a
certification of Buyer, dated the Closing Date, to each such
effect.

 

(b) Closing
Deliveries. Buyer shall have
executed and delivered the Transaction Documents required by
Section 2.02(b).

 

(c) Approval
of the Board of Buyer. The
board of directors of Buyer shall have approved the Agreement and
the transactions contemplated hereby.

 

(d) Actions
or Proceedings. No preliminary
or permanent injunction or other order by any federal or state
court of competent jurisdiction that makes it illegal or otherwise
prevents the consummation of the transactions contemplated hereby
shall have been issued and shall remain in
effect.

 


Section 6.02 Conditions Precedent to the
Buyer’s Obligations. The
obligations of Buyer at the Closing shall be subject to the
satisfaction of the following conditions precedent at Closing (each
of which may be waived by the Buyer):

 

(a) Representations.
All representations and warranties of F&T contained herein
shall be true and correct in all material respects on the Closing
Date as if made on such date.

 

(b) Member
Approval. The Class A Members
of F&T, by written consent, shall have approved this Agreement
and the transactions contemplated hereby.

 

(c) Judgment.
F&T will have provided to Buyer such security or protection to
the reasonable satisfaction of Buyer, in its sole discretion, to
protect Buyer from any claims or collection actions relating to the
Judgment as described in Exhibit A.

 

(d) F&T
Closing Deliveries. F&T
shall have executed and delivered the Transaction Documents
required by Section 2.02(a) including the Non-competition and
Non-solicitation Agreement.

 

(e) Board
of Directors Approval. The
Board of Directors or Managers of Seller shall have approved of the
Agreement and the transactions contemplated
hereby.

 

(f) Actions
or Proceedings. No preliminary
or permanent injunction or other order by any federal or state
court of competent jurisdiction that makes it illegal or otherwise
prevents the consummation of the transactions contemplated hereby
shall have been issued and shall remain in
effect.

 



 

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ARTICLE
VII 



INDEMNIFICATION

 


Section 7.01 Survival. Except as it relates to Buyer’s payment of
the Purchase Price, including Buyer’s payment of the Closing
Cash Payment and Buyer’s delivery of the NSI Securities, all
representations, warranties, covenants and agreements contained
herein and all related rights to indemnification shall survive the
Closing for a period ending twelve (12) months following the
Closing Date (“Survival
Period”). Neither Seller
nor Buyer shall be liable to the other party with respect to any
claim for the breach or inaccuracy of any representation or
warranty pursuant to this Agreement unless written notice of a
claim thereof is delivered to the other party prior to expiration
of the Survival Period. Notwithstanding the foregoing, the Survival Period
shall limit and apply only to a breach of warranties and
representations.

 


Section 7.02 Indemnification by
Seller. Seller shall defend,
indemnify and hold harmless Buyer, its affiliates and their
respective stockholders, directors, officers and employees from and
against all Losses arising from or relating to:

 

(a) any
inaccuracy in or breach of any of the representations or warranties
of Seller contained in this Agreement or any document to be
delivered hereunder;

 

(b) all
Liabilities of Seller.

 

(c) any
breach or non-fulfillment of any covenant, agreement or obligation
to be performed by Seller pursuant to this Agreement or any
document to be delivered hereunder; or

 

(d) third
party litigation for matters arising prior to Closing whether or
not asserted prior to or after Closing but unrelated to any attempt
to restrain the Closing.

 

(e) Collection
or attempt to collect the Judgment and any proceedings associated
therewith.

 

(f) Any
claim for infringement of Intellectual Property transferred or
assigned to Buyer hereunder

 


Section
7.03    Indemnification by
Buyer. Buyer shall defend,
indemnify and hold harmless F&T, its affiliates and their
respective stockholders, directors, officers and employees from and
against all Losses, arising from or relating
to:

 

(a) any
inaccuracy in or breach of any of the representations or warranties
of Buyer contained in this Agreement or any document to be
delivered hereunder; or

 

(b) any
breach or non-fulfillment of any covenant, agreement or obligation
to be performed by Buyer pursuant to this Agreement or any document
to be delivered hereunder.

 



 

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(c) third
party litigation for matters arising subsequent to Closing but
unrelated to any attempt to cancel, undo or terminate
Closing.

 


Section 7.04  
Indemnification
Procedures. Whenever any claim
shall arise for indemnification within the Survival Period, the
party entitled to indemnification (the “Indemnified
Party”) shall promptly
provide written notice of such claim (a ”Claim Notice”) to the other party (the
“Indemnifying
Party”). In connection
with any claim giving rise to indemnity hereunder resulting from or
arising out of any Action by a person or entity who is not a party
to this Agreement, the Indemnifying Party, at its sole cost and
expense and upon written notice to the Indemnified Party, may
assume the defense of any such Action with counsel reasonably
satisfactory to the Indemnified Party. The Indemnified Party shall
be entitled to participate in the defense of any such Action, with
its counsel and at its own cost and expense. If the Indemnifying
Party does not assume the defense of any such Action, the
Indemnified Party may, but shall not be obligated to, defend
against such Action in such manner as it may deem appropriate,
including, but not limited to, settling such Action, after giving
notice of it to the Indemnifying Party, on such terms as the
Indemnified Party may deem appropriate and no action taken by the
Indemnified Party in accordance with such defense and settlement
shall relieve the Indemnifying Party of its indemnification
obligations herein provided with respect to any damages resulting
therefrom. The Indemnifying Party shall not settle any Action
without the Indemnified Party’s prior written consent (which
consent shall not be unreasonably withheld or
delayed).

 


Section
7.05     Tax Treatment of
Indemnification Payments. All
indemnification payments made by F&T under this Agreement shall
be treated by the parties as an adjustment to the Purchase Price
for tax purposes, unless otherwise required by
law.

 


Section
7.06     Certain
Limitations.

 


(a)           The
aggregate amount of all Losses for which Seller shall be liable
under this Article VII shall not exceed Two Million Dollars
($2,000,000), provided
however, the limitations
imposed by the Survival Period or the dollar limitation shall not
apply to the Judgment defined in Exhibit A. Seller’s
indemnification shall continue so long as the Judgment is extant or
enforceable.

 


(b)           In
no event shall any Indemnifying Party be liable to any Indemnified
Party for any punitive, incidental, consequential, special or
indirect damages, including loss of future revenue or income, loss
of business reputation or opportunity relating to the breach or
alleged breach of this Agreement, or diminution of value or any
damages based on any type of multiple.





(c)           Buyer
shall not communicate with any third-party individual or entity
regarding the Judgment or any liability there under without the
prior approval of Seller. Seller shall have exclusive authority to
negotiate any payment due under the Judgment. Any violation of this
limitation will excuse Seller’s indemnification obligations
regarding the Judgment.

 



 

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Section
7.07    Exclusive Remedies.
Except as otherwise set forth herein,
Seller and Buyer acknowledge and agree that their sole and
exclusive remedy with respect to any and all claims (other than
claims arising from fraud on the part of a party hereto in
connection with the transactions contemplated by this Agreement or
the Judgment) for any breach of any representation, warranty,
covenant, agreement or obligation set forth herein or otherwise
relating to the subject matter of this Agreement shall be pursuant
to the indemnification provisions set forth in this Article
VII.

 



ARTICLE
VIII 




MISCELLANEOUS

 


Section 8.01 Expenses. All costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and
expenses.

 


Section 8.02 Notices. All notices, requests, consents, claims, demands,
waivers and other communications hereunder shall be in writing and
shall be deemed to have been given (a) when delivered by hand (with
written confirmation of receipt); (b) when received by the
addressee if sent by a nationally recognized overnight courier
(receipt requested); (c) on the date sent by facsimile or e-mail of
a PDF document (with confirmation of transmission) if sent during
normal business hours of the recipient, and on the next business
day if sent after normal business hours of the recipient; or (d) on
the third day after the date mailed, by certified or registered
mail, return receipt requested, postage prepaid. Such
communications must be sent to the respective parties at the
following addresses (or at such other address for a party as shall
be specified in a notice given their principal office as reflected
in the records of the Secretary of State of the State in which they
are incorporated.

 


	


If to Seller:

	


Mark George



Address:



Phone:



Email:



Attention: Mark George


 



The Liles Firm, PA



Address:



Email:


 


	


If to Buyer:

	


NaturalShrimp Incorporated



15150 Preston Road, Suite 300



Dallas, TX 75248Phone:



Email:



Attention: Gerald Easterling


 


	


with a copy to:



(which shall not constitute notice)

	


Law Offices of W. Steven Walker



Address:



Phone:



Email:



Attention: W. Steven Walker


 






 



 

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Section 8.03 Headings. The headings in this Agreement are for reference
only and shall not affect the interpretation of this
Agreement.

 


Section 8.04 Severability.
If any term or provision of this
Agreement is invalid, illegal or unenforceable in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect
any other term or provision of this Agreement or invalidate or
render unenforceable such term or provision in any other
jurisdiction.

 


Section 8.05 Entire Agreement.
This Agreement and the documents to be
delivered hereunder constitute the sole and entire agreement of the
parties to this Agreement with respect to the subject matter
contained herein, and supersede all prior and contemporaneous
understandings and agreements, both written and oral, with respect
to such subject matter. In the event of any inconsistency between
the statements in the body of this Agreement and the documents to
be delivered hereunder, the Exhibits and Schedules, the statements
in the body of this Agreement will control.

 


Section 8.06 Successors and
Assigns. This
Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted
assigns. No party may assign its rights or obligations hereunder
without the prior written consent of the other party, which consent
shall not be unreasonably withheld or delayed. No assignment shall
relieve the assigning party of any of its obligations
hereunder.

 


Section 8.07 No Third-party
Beneficiaries. Except as
provided in Article VII, this Agreement is for the sole benefit of
the parties hereto and their respective successors and permitted
assigns and nothing herein, express or implied, is intended to or
shall confer upon any other person or entity any legal or equitable
right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.

 


Section 8.08 Amendment and
Modification. This Agreement
may only be amended, modified or supplemented by an agreement in
writing signed by all parties hereto.

 


Section 8.09 Waiver. No waiver by any party of any of the provisions
hereof shall be effective unless explicitly set forth in writing
and signed by the party so waiving. No waiver by any party shall
operate or be construed as a waiver in respect of any failure,
breach or default not expressly identified by such written waiver,
whether of a similar or different character, and whether occurring
before or after that waiver. No failure to exercise, or delay in
exercising, any right, remedy, power or privilege arising from this
Agreement shall operate or be construed as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or
privilege.

 



 

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Section 8.10 Governing Law.
This Agreement shall be governed by
and construed in accordance with the internal laws of the State of
Texas without giving effect to any choice or conflict of law
provision or rule (whether of the State of Iowa or any other
jurisdiction).

 


Section 8.11 Waiver of Jury
Trial. Each party acknowledges and agrees that any
controversy which may arise under this Agreement is likely to
involve complicated and difficult issues and, therefore, each such
party irrevocably and unconditionally waives any right it may have
to a trial by jury in respect of any legal action arising out of or
relating to this Agreement or the transactions contemplated
hereby.

 


Section 8.12 Specific Performance.
The parties agree that irreparable
damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the parties
shall be entitled to specific performance of the terms hereof, in
addition to any other remedy to which they are entitled at law or
in equity.

 


Section 8.13 Counterparts.
This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which together shall be deemed to be one and the same agreement. A
signed copy of this Agreement delivered by facsimile, e-mail or
other means of electronic transmission shall be deemed to have the
same legal effect as delivery of an original signed copy of this
Agreement.

 


ARTICLE IX 
DEFINITIONS

 


Section 8.01 Definitions.
For the purpose of this Agreement, certain capitalized terms have
the meaning given to them within the provisions of this Agreement
and other capitalized terms have the meaning given them in Exhibit
“A” which is incorporated herein by this
reference.

 

 


 

 

 



SIGNATURE PAGE FOLLOWS


 



 

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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above by their respective
officers thereunto duly authorized.

 

 


	
 

	


F&T WATER SOLUTIONS, LLC



 


	
 

	


By: /s/Mark
George                   





Name: Mark George



Title: Managing Partner

 


 


	
 

	
 


 



NATURALSHRIMP INCORPORATED



 


	
 

	


By: /s/Gerald
Easterling               





Name: Gerald Easterling



Title: President







 



 

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LIST OF SCHEDULES AND EXHIBITS

 


 

 




■

Exhibit A:
Definitions





 




■

Exhibit B:
Assignment of Patents





 




■

Exhibit C:
Assignment of NSI Securities





 




■

Exhibit D: Lock Up
and Leak Out Letter





 




■

Exhibit E: Escrow
Agreement





 




■

Schedule 1.01(b):
Intellectual Property Rights





 



 

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EXHIBIT A

 



(Definitions)

 


“Action” means any claim,
action, cause of action, demand lawsuit, formal or informal
arbitration or mediation, notice of violation or potential
violation, inquiry, proceeding or investigation by or before any
Governmental Authority or private authority.

 


“Agreement” means this
Patents Purchase Agreement among Buyer and Seller (including the
Exhibits and the Disclosure Schedules).

 


“Affiliate” means, with
respect to any specified Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified
Person.

 


“Bankruptcy Code” means
Title 11 of the United States Code.

 


“Claim Notice” means a
notice of claim for indemnification pursuant to Section
7.04.

 


“Closing” has the meaning
specified in Section 2.01.

 


‘Closing Cash
Payment” has the meaning specified in Section
2.04

 


“Closing Date” means the
date on which the Closing occurs.

 


“Code” means the Internal
Revenue Code of 1986, as amended.

 


“Consents” means those
authorizations, consents, waivers, orders, approvals and clearances
of Governmental Authorities and officials and other Persons which
are necessary for the sale and transfer to Buyer of the Purchased
Assets or the consummation of the Transactions where the approval
of any other Person may be required.

 


“Dispute Notice” means a
notice disputing the propriety or amount of a Claim Notice pursuant
to Section 7.04.

 


“Encumbrance” means any
security interest, pledge, mortgage, deed of trust, lien (including
Tax liens), charge, judgment, encumbrance, adverse claim, claim
arising under Section 506(c) of the Bankruptcy Code, preferential
arrangement, fraudulent transfer or other avoidance claim or
restriction of any kind, including any restriction on the use,
voting, transfer, receipt of income or other exercise of any
attributes of ownership, and any lien, interest, restriction or
limitation arising from or relating to personal or other property
tax, sales and transaction privilege, claim of successor liability
for any alleged unpaid sales or other tax, and any other lien or
assessment of any Governmental Authority, whether or not allowable,
recorded or contingent.

 


“Escrow Agreement” means
that certain agreement executed contemporaneously with the Patents
Purchase Agreement to secure F&T’s Indemnification
Obligation with respect to the Judgment.

 



 

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“Governmental Authority”
means any United States federal, state or local or any foreign
government, governmental, regulatory or administrative authority,
agency or commission or any court, tribunal, or judicial or
arbitral body.

 


“Governmental Order” means
any order, writ, judgment, injunction, decree, stipulation,
determination or award entered by or with any Governmental
Authority.

 


“Intellectual Property
Rights” means any and all
rights in, arising out of or associated with any of the following,
(a) issued patents and patent applications (whether provisional or
non-provisional) including divisionals, continuation,
continuation-in-part, substitution reissue, reexaminations,
extensions or restorations or any of the foregoing and other
Governmental Authority-issued indicia of invention ownership
(including certificates of invention, petty patents and patent
utility models) (the “Patents”);
(b) trademarks, trade names and service marks
(“Trademarks”); (c) trade secrets, know-how, inventions
(whether or not patentable) improvements, technology, data bases,
data compilation and collection, tools, methods, processes,
techniques, and other confidential and proprietary information and
all rights therein (“Trade
Secrets”) (d) copywrites,
designs, industrial designs, , royalties, secret processes,
formulae, and all applications, registrations, renewals and other
rights relating to the foregoing (whether or not any registration
or filing has been made with respect thereto).

 


“IRS” means the Internal
Revenue Service of the United States.

 


“Judgment”
means that certain Judgment dated February 19, 2016 rendered
against F&T in Adversary Proceeding No. 15-04084-rfn in the
Latitude Solutions Bankruptcy in the amount of $350.125.00 plus
pre-judgment interest in the amount of $5,251.87, attorneys fees in
the amount of $4,070.00 and post-judgment interest at the rate of
1.5% per month.

 


“Latitude
Solutions Bankruptcy” means the bankruptcy proceedings in
In Re: Latitutde Solutions,
Inc, Case No. 12-46295-rfn-11

 


“Liabilities” means all
debts, liabilities and obligations, whether legal or equitable,
accrued or fixed, absolute or contingent, matured or unmatured,
determined or determinable, foreseen or unforeseen, ordinary or
extraordinary, patent or latent, including those arising under any
Law or Action and those arising under any contract, agreement,
arrangement, commitment or undertaking.

 


“Loss” or
“Losses” means
Liabilities, claims, damages, Actions, demands, assessments,
adjustments, penalties, losses, costs and expenses whatsoever
(including court costs, reasonable attorneys’ fees and
expenses of investigation, and environmental costs, fees or
expenses for investigation, remediation or removal), whether
equitable or legal, matured or contingent, known or unknown,
foreseen or unforeseen, ordinary or extraordinary, patent or latent
and any and all judgments that may result from the
foregoing.

 



“NSI Securities” has the meaning specified in Section
1.04.

 


“Patents” means
U.S. Patent No. 10,163,199 and Patent No. 9,908,794

 


“Patents
Purchase Agreement” means this Agreement

 



 

15







 






 

 


“Person” means any
individual, partnership, firm, corporation, limited liability
company, association, trust, unincorporated organization,
Governmental Authority or other entity.

 


“Purchase Price” has the
meaning specified in Section 1.02.

 


“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 or taxing
authority, including: taxes or other charges on or with respect to
income, franchises, windfall or other profits, gross receipts,
property, minimum, alternative minimum, estimated, 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 customs duties, tariffs,
and similar charges.

 


“Third Party Claim” means
any claim by a third party that may give rise to a claim for
indemnification against any Indemnifying Party.

 



 

16







 





 



EXHIBIT B

 

 


PATENTS
ASSIGNMENT

 


 

 


 

 


 

 



 

17







 






 



EXHIBIT C

 

 



ASSIGNMENT OF NATURALSHRIMP INCORPORATED SHARES

 


 

 


 

 


 

 



 

18







 






 



EXHIBIT D

 


 

 

 

 

 

 



 

19







 





 



EXHIBIT E

 

 



ESCROW AGREEMENT

 


 


 


 


 


 

 


 


 



 

20







 





 



SCHEDULE 1.01(b)

 



Intellectual Property Rights

 


 

 

1.            
U.S. Patent No. 10,163,199, issued on December 25, 2018, titled
“Recirculating Aquaculture System and Treatment Method for
Aquatic Species.

 

2.            
U.S, Patent No. 9,908,794 issued on March 6, 2018

 

3.            
All other Intellectual Property Rights as such rights are defined
in Exhibit A whether listed herein or not.

 


 

 




 

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