Exhibit 10.15



 


 


TECHNOLOGY TRANSFER AGREEMENT


 


THIS AGREEMENT made as of the 25th day of November, 2011


 


BETWEEN:


 


VAMPT
BEVERAGE CORP, a Canadian company


 


(“Owner”)


 


AND:


 


VAMPT
BEVERAGE USA CORP a Nevada company


 


(”Purchaser”)


 


WHEREAS:


 


	A.		Owner has developed various beverage formulas for malt beverage product in the USA
under various trade names, marks and art-work employing the Vampt name, has developed bottling, distribution and retail networks
and relationships (contractual and otherwise) (all collectively the “Technology”), including but not limited to the
Technology listed at Appendix A attached hereto, with much of the development having occurred in its subsidiary, Vampt Brewing
Company Limited (“VBCL”)



 


	B.		Owner has agreed to transfer and assign all legal and registered title in and to the
Technology and 100% ownership of VBCL to Purchaser in consideration of the payments stipulated in this Agreement;



 


NOW THEREFORE, in consideration of the
premises and the sum of US$10.00 now paid by Purchaser to Owner (the receipt and sufficiency of which is hereby acknowledged) and
in consideration of the mutual covenants and obligations herein set forth, the parties hereto covenant and agree as follows:


 


ARTICLE 1


SALE AND PURCHASE OF TECHNOLOGY


 


1.01        In consideration
of the Purchase Price (as defined below) Owner hereby transfers and assigns to Purchaser 100%, constituting the entirety, of the
legal, beneficial and registered title in and to VBCL and in and to the Technology in and for the USA, (for clarity not including
Technology in any other jurisdiction), including, without limitation, any developments, improvements, or derivatives thereof (the
Technology and the above ownership rights and indices to VBCL hereafter encompassed in the term “Technology”) and acknowledges
and confirms that 100% of the legal and beneficial right, title and interest in and to the Technology is vested in and belongs
to Purchaser free and clear of all liens, charges, encumbrances, interests of any party or parties (including free of any interests
of Owner) or any adverse claims whatsoever to the Technology. Owner covenants that should any interest in the Technology hereafter
come into the Owner’s hands that all such title of whatsoever nature was, is, or will be (as to any part coming into the
possession or control by Owner) held by Owner in trust for Purchaser.


 



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1.02        The
purchase price (“Purchase Price”) for the purchase of the Technology shall be paid by the Purchaser as soon as reasonably
possible following execution hereof, or within 10 days of demand by the Owner, as follows:


 


	(a)		750,000 common shares of the Purchaser; and



	(b)		An aggregate of $750,000 payable to the Owner as a royalty and payable only as to
10% of before tax profit of the Purchaser.



 


Title in the Purchaser to the Technology vests
immediately with execution of this Agreement and the Purchase Price shall be an account payable only and any accidental or negligent
omission to pay some or all of the Purchase Price shall not affect the title of the Purchaser to the Technology.


 


ARTICLE 2


PROPERTY RIGHTS


 


2.01        Upon
execution hereof sole and exclusive 100% legal and beneficial right, title and interest in and to the Technology (for clarity including
100% of VBCL) is fully assigned and vested in Purchaser without any requirement for any further documentation confirming vesting
and Owner delivers possession of the Technology, free and clear of all liens, charges, encumbrances and adverse claims whatsoever
herewith or immediately on demand as to any part not delivered at execution hereof.


 


2.02        Owner
will, forthwith upon receipt of a written request from Purchaser, and at Purchaser’s cost and expense, do such further and
other things, enter into such further and other agreements and execute and deliver to Purchaser such further and other documents
and instruments as Purchaser may reasonably require to vest title to the Technology in Purchaser, or to record the assignment of
the Technology with any regulators, and to better ensure to Purchaser the use, enjoyment and protection of the Technology.


 


ARTICLE 3


POST-ASSIGNMENT SUPPORT


 


3.01        Owner
will after this Agreement generally assist Purchaser and use his best efforts to facilitate the research and development of the
Technology, the more efficient and economic use of the Technology by Purchaser and the manufacture, marketing, sale and distribution
of products resultant there from. The Owner shall be compensated at reasonable commercial rates (if not engaged under compensation
agreements) for all time and expenses incurred in the provision of such support.


 


3.02        Owner
will, when and if requested by Purchaser:


 


	(a)		provide plans and specifications for the Technology and comprehensive instructions
sufficient to permit research and development of the Technology and the manufacture, operation or application of products resultant
therefrom; and



 



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	(b)		provide ongoing technical, consultative and advisory services in connection with the
subject matter of this Agreement as may reasonably by requested by Purchaser from time to time;



 


all at reasonable commercial rates,
if not already provided for by compensation agreements.


 


ARTICLE 4


IMPROVEMENTS, NEW TECHNOLOGIES
AND RIGHT OF FIRST REFUSAL


 


4.01        If,
whether with Purchaser’s approval or incidentally or otherwise, Owner (or any agent or any entity in which Owner has
a controlling interest) discovers or develops any improvements, updates or modifications (collectively “Improvements”)
(it being acknowledged by Owner that it shall have no right to conduct such investigations without the approval of Purchaser) relating
to the Technology, then the Owner shall promptly disclose such to Purchaser and Owner agrees and acknowledges that such shall be
developed in trust and accordingly any such Improvements are the trust property of Purchaser and Purchaser shall be exclusively
entitled to such Improvements and shall have legal and beneficial title thereto. Purchaser shall reimburse Owner its disbursements
(and any agreed additional costs or charges) where the activities have been approved by Purchaser but in such circumstances as
Purchaser may not have approved then Purchaser shall be under no obligation to reimburse except only to the extent that Purchaser,
at its sole and unfettered discretion, determines to reimburse any expenses.


 


4.02        If
Owner (or any agent or any entity in which Owner has a controlling interest) determines to dispose of all or substantially all
of Owner’s assets or undertaking (either as “Undertaking”) then the following shall apply:


 


	(a)		The Undertaking shall not be sold, except to the Purchaser, for a period of five years
after the date hereof. During such five year period the Purchaser shall have an option to purchase the Undertaking for the
fair market value thereof (as assessed by a mutually approved appraiser based on generally accepted valuation principles) but
for a value of not less than 2,000,000 common shares of the Purchaser and not exceeding 4,500,000 common shares of the Purchaser;



 


	(b)		Thereafter Owner ( “Offeror”) shall not sell, transfer, or otherwise dispose
of or offer to sell, transfer or otherwise dispose of the Undertaking unless such Offeror first offers by written notice (the
“Offer”) to sell the Undertaking to Purchaser; and no offer to any other party shall be made while such Offer is outstanding
or sale pending by the terms thereof;



 


	(b)		The Offer shall set forth:



 


	(i)		a detailed description of the Undertaking offered for sale;



	(ii)		the price, expressed in U.S. funds; and



	(iii)		the other terms of the sale:



 


but
that, for the first five years, the price shall not be in excess of 4,500,000 common shares of the Purchaser and such price shall
be subject to confirmation by an independent valuation;


 


and
the Offer shall include a term that the Offer shall be open for acceptance by Purchaser at any time before the expiration of sixty
days after receipt of the detailed Offer and that the Offer shall be irrevocable during such sixty-day period;


 



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	(c)		If Purchaser wishes to accept the Offer, it shall give notice thereof to the Offeror
within such sixty day period and if the Offer is not so accepted within such period, it shall be deemed to have been declined
and any notice of acceptance received after the expiration of such period shall be null and void and of no effect;



 


	(d)		If the Offer is not accepted, the Offeror shall have the right to sell the Undertaking
to any third party but only for a consideration not less than that contained in the Offer and upon terms not more favourable than
those contained in the Offer:



 


	(e)		If Purchaser accepts the Offer within such sixty day period, the Offeror shall be
bound to sell and Purchaser shall be bound to purchase the Undertaking upon the terms contained in the Offer;



 


	(f)		The purchase and sale of the Undertaking shall be closed on the date (the “Closing
Date”) which is the later of the date set forth in the Offer or the 30th day after the expiration of such sixty
day Offer acceptance period provided that if such day is a Saturday, Sunday or legal holiday then on the next following business
day.



 


ARTICLE 5


DOCUMENTS LIST


 


5.01        Owner
will execute and deliver to Purchaser all deeds, conveyances, bills of sale, assignment agreements and other documents and instruments
as may be necessary to effectively vest good and marketable title in and to the Technology in Purchaser free and clear of all liens,
charges and encumbrances and, without limiting the generality of the foregoing, will execute and deliver immediately upon demand:


 


	(a)		bills of sale;



 


	(b)		assignments of trade-marks and trade names in form registerable;



 


	(c)		share assignments and issuances;



 


	(d)		all plans, blueprints, programs, technical data and other materials in any way relating
to the Technology; and



 


	(e)		if applicable, a certified copy of a resolution of the directors of Owner authorizing
the execution and delivery of this Agreement, and the completion of the transaction contemplated hereby.



 



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5.02        Any
taxes payable in connection with the acquisition of the Technology will be paid by Owner.


 


ARTICLE 6


ASSIGNMENT


 


6.01        Owner
may not assign, transfer, or otherwise dispose of any or all of its rights under this Agreement.


 


6.02        Purchaser
may assign, transfer, or otherwise dispose of any or all of its rights to the Technology to any person without the prior consent
of Owner but Purchaser shall be jointly and severally responsible with such person for the observance and performance of its covenants
and obligations under this Agreement.


 


ARTICLE 7


PUBLICATION AND CONFIDENTIALITY


 


7.01        Owner
acknowledges and agrees that it will treat all non-public aspects of the Technology as confidential and that it will not disclose
or communicate or cause to be disclosed or communicated non-public aspects of the Technology to any person except as consented
to in writing in advance by Purchaser.


 


ARTICLE 8


WARRANTIES


 


8.01        Purchaser
represents and warrants to Owner, with the intent that Owner shall rely thereupon in entering into this Agreement, that:


 


	(a)		Purchaser is duly incorporated and validly subsisting under the laws of Nevada, and
has the corporate power and capacity to enter into this Agreement;



 


	(b)		Purchaser has the legal right and authority to enter into this Agreement, and this
Agreement has been approved by requisite corporate procedures;



 


	(c)		the entering into and performance of this Agreement and the transactions contemplated
herein will not result in the violation of any of the terms and provisions of the constating documents of Purchaser, any shareholders’
or directors’ resolution, or of any indenture or other agreement, written or oral to which Purchaser may be a party or be
bound or to which they may be subject or any judgement, decree, order, rule or regulation or any court or administrative body
by which Purchaser is bound;



 


	(d)		this agreement has been duly executed and delivered by Purchaser and constitutes a
legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms.



 



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8.02        Owner represents
and warrants to Purchaser, with the intent that Purchaser shall rely thereupon in entering into this Agreement, that:


 


	(a)		Owner is duly incorporated and validly subsisting under the laws of its jurisdiction
of incorporation and has the corporate power and capacity to enter into this Agreement;



 


	(b)		Owner has the legal right and authority to enter into this Agreement and this Agreement
has been approved by requisite corporate procedures of Owner;



 


	(c)		the entering into and performance of his Agreement and the transactions contemplated
herein will not result in the violation of any of the terms and provisions of the constating documents of Owner, any shareholders’
or directors’ resolution, or of any indenture or other agreement, written or oral to which Owner may be a party or be bound
or to which Owner may be subject or any judgement, decree, order, rule or regulation or any court or administrative body by which
Owner is bound;



 


	(d)		this agreement has been duly executed and delivered by Owner and constitutes a legal,
valid and binding obligation of Owner enforceable against Owner in accordance with its terms;



 


	(e)		Owner is the 100% legal and beneficial owner of all right, title and interest in and
to the Technology free and clear of all mortgages, charges, liens, interests of others of any nature, or adverse claims whatsoever;



 


	(f)		to the best of the knowledge, information and belief of Owner, there are no lawful
grounds for invalidating any of the Technology;



 


	(g)		Owner has not granted or agreed to grant any license or entered into any other agreement
whereby Owner is obliged to give any other person any rights to commercially exploit the Technology;



 


	(h)		there are no claims or actions outstanding or pending against Owner which would impair
its ability to sell and transfer the Technology to Purchaser.



 


8.03        If
any party to this Agreement becomes aware of any threatened or actual infringement of any Technology it will promptly give notice
to the other party.


 


8.04        In the event
of an alleged infringement of any right respecting the Technology, Purchaser has the right to prosecute litigation designed
to enjoin infringers of the Technology and Owner agrees to co-operate in respect of any such suits at the cost and expense of Purchaser.


 


8.05        In
the event any complaint alleging infringement or violation is made against Owner or Purchaser or assignee with respect to the Technology,
the following procedure shall be adopted:


 


	(a)		the affected party shall promptly notify the other upon receipt of any such complaint
and shall keep the other fully informed of the actions and positions taken by the complainant and taken or proposed to be taken
by the affected party (it being acknowledged that the Purchaser shall be the party with the first right to protect the Technology);



 


	(b)		all costs and expenses incurred in investigating, resisting and litigating such a
complaint shall be borne entirely by Purchaser;



 



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	(c)		no decision or action concerning or governing any final disposition of the complaint
shall be taken without full consultation with and approval by Purchaser;



 


	(d)		Purchaser may elect to participate formally in any litigation involving a complaint
to the extent that the court may permit, but any additional expenses generated by such formal participation shall be borne entirely
by Purchaser (subject to the possibility of recovery or some or all of such additional expenses from the complainant);



 


	(e)		If the complainant is willing to accept an offer of settlement and one of the parties
to this Agreement is willing to make or accept such offer and the other is not, then the unwilling party shall conduct all further
proceedings at its own expense, and shall be responsible for the full amount of any damages, costs, accounting of profits and
settlement costs in excess of those provided in such offer, but shall be entitled to retain unto itself the benefit of any litigated
or settled result entailing a higher payment of costs, damages, accounting of profits and settlement costs than that provided
in such offer.



 


ARTICLE 9


GOVERNING LAW


 


9.01        This Agreement
shall be governed by and construed in accordance with the laws of the British Columbia and the parties hereto irrevocably attorn
to the jurisdiction of the courts of the British Columbia.


 


ARTICLE 10


ENUREMENT


 


10.01        This
Agreement shall enure to the benefit of and be binding upon the parties, and their respective successors and assigns.


 


ARTICLE 11


HEADINGS


 


11.01        Marginal headings
as used in this Agreement are for the convenience of reference only and do not form a part of this Agreement and are not to be
used in the interpretation hereof.


 


ARTICLE 12


NON-WAIVER


 


12.01        No
condoning, excusing or overlooking by any party of any default, breach or non-observance by any other party at any time or times
in respect of any covenants, provisos, or conditions of this Agreement shall operate as a waiver of such party’s rights under
this Agreement in respect of any continuing or subsequent default, breach or non-observance, so as to defeat in any way the rights
of such party in respect of any such continuing or subsequent default or breach and no waiver shall be inferred from or implied
by anything done or omitted by such party, save only an express waiver in writing.


 



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12.02        No
exercise of a specific right or remedy by any party precludes it from or prejudices it in exercising another right or pursuing
another remedy or maintaining an action to which it may otherwise be entitled either at law or in equity.


 


ARTICLE 13


AGREEMENT EFFECTIVE


 


13.01        In
the event that any part, section, clause, paragraph or subparagraph of this Agreement shall be held to be indefinite, invalid,
illegal or otherwise voidable or unenforceable, the entire agreement shall not fail on account thereof, and the balance of the
Agreement shall continue in full force and effect.


 


13.02        This Agreement
shall be effective from and after the date first set forth above notwithstanding its actual date of execution.


 


ARTICLE 14


NOTICES


 


14.01        All
payments, reports and notices or other documents that any of the parties hereto are required or may desire to deliver to any other
party hereto may be delivered only be personal delivery or by registered or certified mail, or telecopy, all postage and other
charges prepaid, at the address for such party set forth on the first page of this Agreement or at such other address as any party
may hereinafter designate in writing to the others. Any notice personally delivered or sent by telecopy shall be deemed to
have been given or received at the time of delivery or telecopying. Any notice mailed as aforesaid shall be deemed to have
been received on the expiration of five days after it is posted, provided that if there shall be at the time of mailing or between
the time of mailing and the actual receipt of the notice a mail strike, slow down or labour dispute which might affect the delivery
of the notice by the mails, then the notice shall only be effected if actually received.


 


ARTICLE 15


LEGAL ADVICE


 


15.01        The
parties hereto acknowledge that they have each sought and obtained independent legal advice, and that each of them is responsible
for his or its own legal expenses in connection with the subject matter of this Agreement.


 


ARTICLE 16


GENERAL


 


16.01        No
party hereto shall be held responsible for damages caused by delay or failure when such delay or failure is due to circumstances
beyond its control which cannot reasonably be forecast or provided against, including without limitation war, warlike operations
or hostilities, fires floods, earthquakes, acts of God, strikes, lockouts or inability to obtain labour or material on time, or
difficulties associated with the implementation of the Technology; and it is further understood that each party shall give the
other written notice of the occurrence of any of the described events and make every reasonable effort to resume performance required
by this Agreement.


 



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16.02        This
Agreement sets forth the entire agreement between the parties and supersedes all other oral and written representations, warranties,
and agreements, and no amendments to this Agreement shall be binding unless executed in writing by the parties hereto.


 


16.03        Whenever
the singular or masculine or neuter is used throughout this Agreement the same shall be construed as meaning the plural or feminine
or body corporate when the context or the parties hereto may require.


 


16.04        This
Agreement may be executed in counterparts and delivered by facsimile, and each counterpart shall be deemed an original and all
together shall constitute one document.


 


IN WITNESS WHEREOF the parties hereto
have executed this Agreement as of the day and year first written above.


 


	VAMPT
    BEVERAGE CORP	 
	Per:	 
	 	 
	/s/ Ian Toews	 
	Authorized Signatory	 
	 	 
	VAMPT BEVERAGE
    USA CORP	 
	Per:	 
	 	 
	/s/ Ian Toews	 
	Authorized Signatory	 


 


Control Person’s Support Undertaking


 


As control person of the Owner I, Ian Toews, hereby undertake to
exercise my common and preferred shares of the Owner to vote all such shares in favour of the exercise and completion of the Purchaser’s
option at any shareholder meeting of the Owner. I further undertake to impress such undertaking on any successor in interest
to my shares in the Owner.


 


	/s/ Ian Toews	 
	Ian Toews	 


 



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APPENDIX A


 


TECHNOLOGY


 



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