Exhibit 10.1


 





 


STOCK
PURCHASE AGREEMENT


 


This
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 1, 2020, is made by and among CBD Unlimited,
Inc. FKA CBD Unlimited, Inc. aka Endexx Corporation , a corporation organized under the laws of Nevada at 38246 N. Hazelwood
Circle., Cave Creek (“CBDU”), Kush Inc.-aka(Kushwear)owned by Charles Mohr an individual, at 51 West Blvd,
East Rockaway, NY. 11518. (“Kush”), are the only “interested parties”.


 


W
I T N E S S E T H:


 


WHEREAS,
the “Shareholder” owns beneficially and of record all of the issued and outstanding shares of the capital stock
of “KUSH” (the “Shares”) in the amounts specified opposite the “Shareholders” names
on Exhibit A hereto; and


 


WHEREAS,
the “Shareholder” desires to sell, and “CBDU” desires to purchase, all of the Shares on the terms
and subject to the conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained and for other good
and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agrees as follows:


 


ARTICLE
I


PURCHASE AND SALE


 


1.1 Purchase
and Sale. The Shareholder agree to sell to , and agrees to purchase from the “Shareholder”, all of the
right, title and interest of the Shareholder in and to the Shares at the Closing (as hereinafter defined) on the terms and
subject to the conditions set forth in this Agreement. The Shareholder waive or agree to procure the waiver of any rights or
restrictions conferred upon them or any other person which may exist in relation to the Shares under the organizational
documents of “KUSH” or otherwise.


 


1.2
Purchase Price.




 


(a)
The aggregate purchase price (the “Purchase Price”) for the Shares shall be a total of one million
restricted unregistered common shares consisting of:


 


(i)
500,000 common shares for “KUSH” payable after the Closing within 10 business days or per the Transfer Agents
normal processing time.


 


(ii)
such number of unregistered shares of the common stock, par value $0.0001 per share, of CBD Unlimited (the “CBD
Unlimited, Inc. aka Endexx Treasury Stock”) (adjusted appropriately for any stock split, stock dividend,
recapitalization, reclassification or similar transaction that is effected or for which a record date occurs). The number of
shares of CBD Unlimited, Inc. aka Endexx Stock issued to each respective Shareholder shall be the Total Stock Value for each
Shareholder as set forth on Exhibit A hereto divided by the Stock Value per Share.


 




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(b)
At the Closing, shall deposit at corporate offices one million, restricted/unregistered common stock certificates to each of
the Shareholder at Closing, which is intended to be available for a period of twelve (12) months to satisfy the
“Shareholder” obligations, if any, under the performance clause.


 


(c)
All stock payments hereunder shall be made by the Transfer Agent (First American Stock Transfer) on behalf of CBD Unlimited,
Inc. aka Endexx Corporation.


 


1.3
Closing; Conditions.




 


(a)
The sale and transfer of the Shares by the Shareholder to contemplated hereby (the “Closing”) shall be
effected by the execution and delivery of documents as hereinafter set forth, by such combination of facsimile, electronic
mail and original documents as the parties may mutually determine, on the third (3rd) business day following the satisfaction
or waiver of all conditions to the obligations of the parties to consummate the transactions contemplated at such time as and
the Shareholder may mutually determine (the date on which the Closing shall take place being referred to herein as the
“Closing Date”).


 


1.4
Closing Deliveries.




 


		(a)	At
                                         the Closing, the Shareholder shall:



 


(i)
deliver a certificate, dated the Closing Date and executed by the Secretary of “KUSH”,









 


(ii)
assign and transfer to all of the Shareholder rights, title and interest in and to the Shares by delivering to all stock
certificates representing the Shares, duly endorsed in blank or accompanied by duly executed assignment documents;


 


(iii)
deliver confirmations addressed to , in form and content satisfactory to , that all of the directors and the Shareholder(and
their affiliates) of “KUSH” have paid in full all of their indebtedness (if any) owed to “KUSH”
whether or not such sums are due for repayment;


 


(iv)
deliver an opinion of United States counsel or key decision makers to “KUSH” and the “Shareholder”,
dated the Closing Date, in form and substance reasonably satisfactory to;


 


(v)
cause “KUSH” to deliver to the seals, organizational documents and statutory books, share certificate books,
check books and financial records of “KUSH”;


 


(vi)
to the extent not in the possession of “KUSH”, deliver all books of account as to customers, licensees,
distributors, suppliers and insurance policies in any way relating to or concerning the business of “KUSH”;
and


 


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



 


(i)
the Purchase Price, including the corporate resolution for the issuance of stock certificates representing the shares of CBD
Unlimited, Inc. common stock(Stock Symbol: EDXC) issuable to each Shareholder as provided in Section 1.2(a);


 


(ii)
all necessary approvals and consents required for the consummation of the transactions contemplated hereby;


 




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1.5
Assurances.




 


(a)
As of the date of this Agreement through the Closing, “KUSH” will afford the other party and its counsel and
accountants reasonable access to such first party’s books, records and properties upon reasonable notice during normal
business hours and the right to make copies and extracts therefrom, at the sole expense of the requesting party, to the
extent that such access may be reasonably required by the requesting party in connection with the performance of such
party’s due diligence investigation; provided , however , that (i) such right of access shall be
exercised in a way that does not unreasonably interfere with the business or operations of “KUSH”, and (ii) shall
only speak with the employees, suppliers, licensors and customers of “KUSH” in connection with its due diligence
investigation with the prior written consent of the “Shareholder” Representative.


 


(b)
Except as otherwise provided herein or required in connection with the consummation of the transactions contemplated hereby,
from the date of this Agreement until the earlier of (i) the Closing, (ii) the termination of the transactions contemplated
hereby in writing by and the Shareholder pursuant to the terms of this Agreement, or (iii) February 1, 2020, the Shareholder
will cause “KUSH” to conduct its business in the ordinary course, including, without limitation, refraining from
paying bonuses or providing increases in salary to anyone outside the ordinary course of business and, except in connection
with the payment of tax obligations of the Shareholder arising from or in connection with the income or operations of
“KUSH”, paying dividends or making any other form of distribution on the capital of “KUSH” without
the prior written consent of .


 


(c)
Following the Closing, “KUSH” party will afford CBD Unlimited, Inc. aka Endexx, its counsel and its accountants,
during normal business hours, reasonable access to the books and records with respect to periods prior to the Closing and the
right to make copies and extracts therefrom, at the sole expense of the requesting party, to the extent that such access may
be reasonably required by the requesting party in connection with (i) the preparation of tax returns, (ii) the determination
or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any governmental or
regulatory authority, or (iv) any actual or threatened action or proceeding. Further, each party agrees for a period
extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books and records unless such
party shall first offer in writing to surrender such books and records to the other party and such other party shall not
agree in writing to take possession thereof during the thirty (30) day period after such offer is made.


 


(d)
At any time or from time to time after the Closing, the Shareholder shall execute and deliver to such other documents and
instruments, provide such materials and information and take such other actions, in each case as may reasonably request and
as shall be necessary to more effectively vest title to the Shares in and, to the full extent permitted by law, put in actual
possession and operating control of “KUSH” and its assets and properties and books and records.


 


1.6
Termination.




 


(a)
This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, as follows:


 


(i)
at any time before the Closing, by mutual written agreement of the Shareholder and ;


 


(ii)
at any time before the Closing, by the Shareholder or , (A) in the event of a material breach hereof by the non-terminating
party if such non-terminating party fails to cure such breach within five (5) business days following notification thereof by
the terminating party or (B) upon notification of the non- terminating party by the terminating party that the satisfaction
of any condition to the terminating party’s obligations under this Agreement becomes impossible or impracticable with
the use of commercially reasonable efforts if the failure of such condition to be satisfied is not caused by a breach hereof
by the terminating party; or


 


(iii)
at any time after January 20, 2020 by the Shareholder or upon notification to the non-terminating party by the terminating
party if the Closing shall not have occurred on or before such date and such failure to consummate is not caused by a breach
of this Agreement by the terminating party.


 


(b)
If this Agreement is validly terminated pursuant to Section 1.6(a), then this Agreement will forthwith become null and void,
and there will be no liability or obligation on the part of “KUSH”, the Shareholder or (or any of their
respective officers, directors, employees, agents or other representatives), except that


(i)
upon termination of this Agreement


 




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ARTICLE
II


 


REPRESENTATIONS
AND WARRANTIES


OF
THE Shareholder AND “KUSH”


 


“KUSH”
represents and warrants to as follows:


 


2.1 Corporate
Existence and Qualification. “KUSH” is a Domestic Business Corporation duly incorporated and validly
existing under the laws of the State of New York, and has full corporate power and authority to conduct its business as and
to the extent now conducted and to own, use and lease its assets and properties. “KUSH” is duly qualified,
licensed or admitted to do business as a foreign corporation in all legal jurisdictions, which are the only jurisdictions in
which the ownership, use or leasing of its assets and properties, or the conduct or nature of its business, makes such
qualification, licensing or admission necessary, except for those jurisdictions in which the adverse effects of any such
failure by “KUSH” to be qualified, licensed or admitted can be eliminated without material cost or expense by
“KUSH” in becoming qualified, licensed or admitted.


 


2.2
Capital Stock.




 


 (a) The authorized share capital and/or ownership interest of “KUSH” consists solely of




shareholder


 


(b)
The Shares comprise all issued capital stock of “KUSH” as of Closing. The Shares have been issued in compliance
with all applicable federal and state securities laws.


 


(c)
As of Closing, the Shares will be duly authorized, validly issued, outstanding, fully paid and non-assessable. At Closing,
the Shareholder will own the Shares, beneficially and of record, free and clear of all encumbrances. There are no outstanding
options with respect to or other rights to acquire any shares of “KUSH” or commitments obligating
“KUSH” to issue or transfer from treasury any shares of its capital stock of any class or to make any payments in
amounts determined by reference to the value of “KUSH”s stock. The delivery of a corporate resolution
certifying that at the Closing representing the Shares in the manner provided in Section 1.4(a), and the payment of the
Purchase Price by therefor, will transfer to good and valid title to the Shares, free and clear of all
encumbrances.


 


(d)
“KUSH” does not own, directly or indirectly, any interest or investment (whether equity or debt) in any
corporation, partnership, limited liability “KUSH”, business trust or other entity.


 


2.2
Authorization. The Shareholder and “KUSH” have full power and authority to enter into this Agreement, and
to carry out the transactions contemplated hereby, this Agreement having been authorized by the Board of Directors of “KUSH”.
This Agreement and the representations and obligations contemplated thereby are valid and binding representations and obligations
of the Shareholder and “KUSH” enforceable against each in accordance with its terms, except as the same may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally.


 


2.3 Governmental
Approvals and Filings. To the knowledge of the “Shareholder”, no consent, approval or action of, filing
with or notice to any governmental or regulatory authority on the part of the Shareholder or “KUSH” is required
in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions
contemplated hereby, except where the failure to obtain any consent or approval or to give any notice or make any filing
would not have a material adverse effect on the business or condition of “KUSH”.


 


2.4 Books
and Records. The minute books and other similar records of “KUSH” as made available to prior to the
execution of this Agreement and through Closing contain a true and complete record, in all material respects, of all action
taken at all meetings and by all written consents in lieu of meetings of the stockholders, the board of directors and
committees of the board of directors of “KUSH”. The stock transfer ledgers and other similar records of
“KUSH” as made available to accurately reflect all record transfers prior to the execution of this Agreement in
the capital stock of “KUSH”. “KUSH” does not have any of its books and records recorded, stored,
maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical
or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not
under the exclusive ownership and direct control of “KUSH”.


 


2.5
Financial Statements.




 


(a)
“KUSH”s internal unaudited balance sheet and statement of operations for the fiscal year ended December
31, 2018 and Months ending (December 31, 2019) (collectively, the “Financial Statements”).


 




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(b)
Each of the Financial Statements (including the related notes and schedules) fairly present, in all material respects, the
financial position of “KUSH” as of the dates set forth in those Financial Statements, in each case in conformity
with United States Generally Accepted Accounting Principles (“GAAP”); provided , however ,
that the Financial Statements as of the Financial Statement Date are subject to normal year-end adjustments and related notes
and disclosures.


 


2.6 No
Undisclosed Liabilities. Except as reflected or reserved against in the balance sheets included in the Financial
Statements or in the notes thereto, as of the Closing Date “KUSH” has no liabilities other than liabilities (i)
incurred in the ordinary course of business consistent with past practice or (ii) which would not have a material adverse
effect on the business or condition of “KUSH”.


 


2.7 Leases. Section
2.12 of the Disclosure Letter contains an accurate and complete list of all leases pursuant to which “KUSH”
leases any real property and any material personal property. To the knowledge of the “Shareholder”, (i) all such
leases are valid, binding and enforceable in accordance with their terms and are in full force and effect; (ii) there are no
existing material defaults by “KUSH” or the other party thereunder; and (iii) no material event of default has
occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would
constitute such a default thereunder. All lessors under such leases have consented (where such consent is necessary) to the
consummation of the transactions contemplated by this Agreement. To the knowledge of the “Shareholder”, all
leased property and improvements are free of any material defects.


 


2.8 Bank
Accounts. Section 2.13 of the Disclosure Letter sets forth the names and locations of all banks, trust
companies, savings and loan associations and other financial institutions at which “KUSH” maintains safe deposit
boxes or accounts of any nature and the names of all persons authorized to draw thereon, make withdrawals therefrom or
otherwise have access thereto.


 


2.9
Legal Proceedings.




 


(a)
There are no actions or proceedings pending or, to the knowledge of the “Shareholder”, threatened against,
relating to or affecting the Shareholder or “KUSH” or any of their respective assets and properties which could
reasonably be expected to result in the issuance of an order restraining, enjoining or otherwise prohibiting or making
illegal the consummation of any of the transactions contemplated by this Agreement, and, to the knowledge of the
“Shareholder”, there are no facts or circumstances that could reasonably be expected to give rise to any action
or proceeding that would be required to be disclosed pursuant to the foregoing.


 


(b)
There are no actions or proceedings pending or, to the knowledge of the “Shareholder”, threatened against,
relating to or affecting “KUSH” or any of its respective assets and properties which if determined adversely to
the Shareholder or “KUSH”, could reasonably be expected to result in an injunction or other equitable relief
against the Shareholder or “KUSH” that would interfere in any material respect with “KUSH”’s
business or operations.


 


(c) A
Letter sets forth each instance in which “KUSH” (i) is subject to any outstanding injunction, judgment,
order, decree, ruling or charge or (ii) is a party or, to the knowledge of the “Shareholder”, is threatened to be
made a party to, any action, suit, proceeding, hearing or investigation of, in or before any court or quasi-judicial or
administrative agency of any federal, state, local or non-U.S. jurisdiction or before any arbitrator.


 




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2.10
Taxes.




 


(a)
All material information notices, computations and returns which are required to have been submitted have been submitted by
or on behalf of “KUSH” to the Internal Revenue Service or other taxation authority (as appropriate) and all
information notices, computations and tax returns submitted are accurate in all material respects and are not at the date
hereof the subject of any material dispute, and the Shareholder are unaware of any circumstances likely to give rise to any
such material dispute.


 


(b)
“KUSH” has established on its books and records reserves adequate to pay all taxes not yet due and
payable.


 


(c)
There are no tax liens upon the assets of “KUSH”, other than liens for current taxes or governmental
assessments not yet due and payable.


 


(d)
“KUSH” has not requested (and no request has been made on “KUSH”s behalf) any extension of
time within which to file any tax return.


 


(e)
(i) “KUSH” has not entered into any agreements with any taxation authority extending the statute of limitations
for the assessment of taxes; (ii) there have been no audits and there are no ongoing audits or administrative proceedings
with respect to any taxes of “KUSH”; and (iii) to the knowledge of the “Shareholder”, no deficiency
for any taxes has been suggested, proposed, asserted or assessed against “KUSH”.


 


(f)
No audits or other administrative proceedings or court proceedings are presently pending with regard to any taxes or tax
returns of “KUSH”.


 


(g)
“KUSH” has not received any written ruling of a taxation authority relating to taxes or entered into any written
and legally binding agreement with any taxation authority relating to taxes.


 


(h)
“KUSH” has made available to complete and accurate copies of all tax returns filed by or on behalf of
“KUSH” for all taxable periods ending on or after December 31, 2019.


 


(i)
“KUSH” is not a party, or subject to, or bound by, any agreements relating to the allocation or sharing of
taxes.


 


2.11 Benefit
Plans. As set forth, there is not in existence, and no proposal has been announced to establish, any material
retirement, health, death or disability benefit scheme for officers or employees or material obligation to or in respect of
present or former officers or employees or the dependents of any such person with regard to retirement, health, death or
disability pursuant to which “KUSH” is or may become liable to make payments, and no material pension or
retirement or sickness gratuity or payment or benefit in connection with loss of office or employment is currently being paid
or has been promised by “KUSH” to or in respect of any former officer or former employee or a dependant of any
such person. Each of the foregoing has been administered in material compliance with its requirements and applicable
requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and the Employee Retirement
Income Security Act of 1974, as amended. There is no litigation and there are no proceedings before the U.S. Department of
Labor or before any other commission or administrative or regulatory authority pending against “KUSH” relating to
claim for benefits under any of the foregoing and, to the knowledge of the “Shareholder”, no such claim has been
threatened.


 




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2.12 Customers
and Suppliers. As set forth for the twelve-month period ended March 15, 2015: (a) a list of the amounts
collected from all customers to date of “KUSH” by revenue and the type of agreements with such customers; and (b)
a list of the amounts paid to all suppliers of “KUSH” for purchases from such suppliers. As of the date of this
Agreement, there has been no material adverse change in the business relationship of “KUSH” with any of the
customers or since the Financial Statement Date; provided , however , that acknowledges and agrees that the
Shareholder are making no representation or warranty in this Section 2.12 or otherwise regarding future revenues with respect
to any of the foregoing customers or any other customer or regarding the renewal of any existing customer
contracts.


 


2.13 Permits
and Other Operating Rights. “KUSH” possesses all material permits and other authorizations from third
persons, including, without limitation, federal, foreign, state and local governmental or regulatory authorities, presently
required by applicable provisions of law, including statutes, regulations and existing judicial decisions, and by the
property and contract rights of third persons, necessary to permit “KUSH” to operate its business in the manner
in which it presently is being conducted (collectively, “Permits”). All of such Permits are in full
force and effect and “KUSH” has not committed any material violation of any Permit which has not been cured,
except where the lapse thereof or the occurrence and continuation of such violation would not have a material adverse effect
on the business or condition of “KUSH”.


 


2.14 Compliance
Within Law. “KUSH” is in material compliance with all laws and judicial and governmental orders
applicable to it and its properties and assets, except where the failure to comply would not have a material adverse effect
on the business or condition of “KUSH”. “KUSH” has not received any notification that it is in
violation of any such laws or orders.


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF


 


represents
and warrants to the Shareholder as follows:


 


3.1 Corporate
Existence and Qualification. is a corporation, duly incorporated and validly existing under the laws of the State
of Nevada and has full corporate power and authority to carry on its business as and to the extent now conducted and to own,
lease and operate its properties and assets. is duly qualified, licensed or admitted to do business, and has properly
registered as such, in any states in which the ownership, use or leasing of its assets and properties, or the conduct or
nature of its business, makes such qualification, licensing or admission necessary, except for those jurisdictions in which
the adverse effects of any such failure by to be qualified, licensed or admitted can be eliminated without material cost or
expense by in becoming qualified, licensed or admitted.


 


3.2
Capital Stock.




 


(a)
The authorized share capital of consists of (i) Preferred stock, $0.001 par value, 10,000,000 shares authorized, (ii) Common
stock, $0.0001 par value, 1,000,000,000 shares authorized, with approximately 362,000,000 of which are issued and
outstanding,


 




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(b)
All of the issued and outstanding shares of capital stock of are, and all of the shares of CBD Unlimited, Inc. Stock issuable
to the “Shareholder”, when issued in accordance with this Agreement, will be, duly authorized, validly issued,
outstanding, fully paid and non-assessable and issued in compliance with all applicable federal and state securities laws.
The delivery of certificates at the Closing representing such shares of CBD Unlimited, Inc. Stock issuable to the Shareholder
will transfer to the Shareholder good and valid title to such shares, free and clear of all encumbrances.


 


(c)
None of the outstanding shares of capital stock of has been, and none of the shares of CBD Unlimited, Inc. Stock to be issued
to the Shareholder under this Agreement will be, issued in violation of any preemptive rights of the current or past
stockholders of.


 


3.3 Authorization. The
execution and delivery of this Agreement and the “KUSH” Employment Agreement, and the performance of its
obligations hereunder and thereunder, have been duly and validly authorized by the board of directors of. This Agreement and
“KUSH” have been duly and validly executed and delivered by and constitute legal, valid and binding obligations
of enforceable against in accordance with their respective terms, except as the same may be limited by bankruptcy,
insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors
generally.


 


3.4 No
Violation. The execution and delivery of this Agreement and the performance by of its obligations hereunder and
thereunder and the consummation of the transactions contemplated hereby and thereby will not:


 


(a)
conflict with or result in a violation or breach of any of the terms, conditions or provi- sions of the organizational
documents of;


 


(b)
to the knowledge of, conflict with or result in a violation or breach of any term or provision of any material law or order
applicable to or any of its assets and properties; or


 


(c)
(i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a
default under, (iii) require to obtain any consent, approval or action of, make any filing with or give any notice to any
person as a result or under the terms of, or (iv) result in the creation or imposition of any encumbrance upon or any of its
assets or properties under, any material contract or license to which is a party or by which any of its assets and properties
is bound.


 


3.5 Governmental
Approvals and Filings. No consent, approval or action of, filing with or notice to any governmental or regulatory
authority on the part of is required in connection with the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby.


 




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ARTICLE
IV


ADDITIONAL
AGREEMENTS OF THE PARTIES


 


4.1 Press
Releases. The Shareholder and covenant and agree that prior to the Closing, may issue a press release or other public
announcement or public disclosure related to this Agreement and the transactions contemplated hereby, the text of which shall
be reasonably satisfactory to “KUSH” and the “Shareholder”.


 


4.2
Employment of the “Shareholder”; Non-Compete.




 


(a)
In furtherance of the foregoing, “KUSH” shall enter into an “KUSH” Employment Agreements at the
Closing.


 


(b)
Subject to the occurrence of the Closing, each Shareholder undertakes to that such Shareholder will not, for a period
terminating on the later of (i) two (2) years from the date of termination of such Shareholder’s employment with
“KUSH” or , or (ii) three (3) years from the Closing Date, as the case may be, without the prior written consent
of , directly or indirectly, whether alone or in conjunction with, or on behalf of any other business, concern or person and
whether as a principal, shareholder, director, employee, agent, consultant, partner or otherwise:


 


(i)
solicit or cause to be solicited any person or entity who was a customer of “KUSH” or , or a prospective customer
which had actively pursued with Shareholder’s actual knowledge, to supply goods and/or services which are competitive
with those supplied by “KUSH” or ;


 


(ii)
contract with any person or entity who was a customer of “KUSH” or for the purpose of supplying goods and/or
services which are competitive with those supplied by “KUSH” or;


 


(iii)
solicit or entice away any supplier of goods and/or services to “KUSH” or if such solicitation or enticement
causes or could reasonably be expected by such Shareholder to cause such supplier to cease supplying, materially reduce its
supply of, or materially alter the terms upon which it is supplying, those goods and/or services to “KUSH” or
;


 


(iv)
work for or be engaged by or (save as the holder of shares or other securities in any “KUSH” which is quoted,
listed or otherwise dealt with on a recognized stock exchange or other securities market and which confers not more than 5%
of the votes which could be cast at a general meeting of “KUSH” concerned) have an interest in any trade or
business which directly competes with any trade or business carried on by “KUSH” as it is being conducted at the
time of such Shareholder’s departure or by ;


 


(v)
solicit or entice away from “KUSH” or any employee of “KUSH” or employed in a senior or key
managerial, supervisory, technical, sales, marketing or administrative post;


 


(vi)
use in connection with any trade or business any name which includes the name of or “KUSH” or any colorable
imitation of them; or


 


 (vii) knowingly attempt to assist any other person in doing any of the foregoing.




 


Notwithstanding
anything in this Agreement to the contrary, each Shareholder’s obligations under this Section 4.2(b) with respect to the
business (including, without limitation, customers, prospective customers as referred to in Section 4.2(b)(i) and suppliers) of
shall be determined based upon’s business (i) as it is being conducted as of the Closing Date and (ii) as it is being conducted
after the Closing Date to the extent conducted in conjunction with or through “KUSH”.


 




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(c)
and the Shareholder agrees that each of the undertakings set out in Section 4.2(b) are separate and severable and enforceable
accordingly, and if any one or more of such undertakings or part of an undertaking is held to be against the public interest
or unlawful or in any way an unreasonable restraint on trade, the remaining undertakings or remaining part of the undertaking
shall continue in full force and effect and shall bind the “Shareholder”.


 


4.3 Repayment
of Existing Credit Lines. shall repay in full and terminate the Credit Line as of the Closing Date and, in
connection therewith, obtain releases from the lender thereunder of all collateral and personal guarantees of the Shareholder
securing the Credit Line in a timely manner. The Shareholder shall execute such instruments, provide such materials and
information and take such other actions as may reasonably request to assist in the termination of the Credit Line and the
procurement of releases from the lender. shall not incur any liability to the Shareholder solely by reason of the
lender’s inaction or failure to provide releases in a timely manner.


 


4.4 Adoption
of Bonus Plan. At the time of, and in connection with, Closing, shall adopt a bonus plan applicable to the (TOPS), as
employees of or “KUSH”, for each of the two (2) fiscal years of following the Closing. shall, or shall cause
“KUSH”, to keep such bonus plan in effect for the entirety of such period.


 


4.5 Furnishing
of Information. As long as any Shareholder owns any shares of CBD Unlimited, Inc. aka Endexx Stock issuable to the
Shareholder hereunder, covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by after the date hereof pursuant to the Securities Exchange Act of 1934, as amended
(the “Exchange Act”); provided , however , that if is not required to file reports
pursuant to the Exchange Act, then it will prepare and furnish to the Shareholder and make publicly available in accordance
with Rule 144(c) under the Securities Act such information as is required for the Shareholder to sell such shares of CBD
Unlimited, Inc. aka Endexx Stock under Rule 144. further covenants that it will take such further action as any Shareholder
may reasonably request, to the extent required from time to time to enable such Shareholder to sell such shares of CBD
Unlimited, Inc. aka Endexx Stock without registration under the Securities Act within the requirements of the exemption
provided by Rule 144.


 


4.6 Legend
on Certificates. The Shareholder acknowledge that each certificate representing the shares of CBD Unlimited, Inc. aka
Endexx Stock issuable to the Shareholder hereunder shall be imprinted with a legend in the following form until such time as
all restrictions on the disposition of such securities have lapsed or are terminated:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE, OR ANY FOREIGN SECURITIES LAWS, AND, ACCORDINGLY, SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD, OR OTHERWISE
DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL, STATE, AND FOREIGN
SECURITIES LAWS OR APPLICABLE EXCEPTIONS THEREFROM.”


 


4.7 Preparation
of Financial Statements. “KUSH” and the Shareholder shall use commercially reasonable efforts to cause
“KUSH” independent public accounting firm to complete all financial statements, at the expense of
“KUSH”.


 




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ARTICLE
V


TAX
MATTERS


 


5.1 Transfer
Taxes. In the case of the transfer of the Shares to, the Shareholder shall pay all stock transfer taxes arising out
of or in connection with the transactions affected pursuant to this Agreement, and shall indemnify, defend, and hold harmless
and “KUSH” with respect to same. The Shareholder shall timely file all necessary documentation and tax returns
applicable to the Shareholder with respect to such transfer taxes.


 


5.2
Tax Matters.




 


(a)
“KUSH” and the Shareholder covenant and agree that they shall take all steps necessary to employ the so-called
“closing of the books” method to report and pay taxes with respect to the taxable income of “KUSH”
for 2018/2019 in a manner consistent with Section 1362(e)(3) of the Code so the taxable income or loss of “KUSH”
will be reported to each taxing authority as if “KUSH”’s taxable year consisted of two separate taxable
years, the first of which will end at the close of business on the day immediately preceding the Closing Date and the second
of which will begin on the Closing Date and will end with the taxable year of .


 


(b)
The Shareholder shall be responsible for preparing all tax returns required to be filed by “KUSH” (or by the
Shareholder on its behalf) with respect to periods that end on or before the Closing Date. The Shareholder shall provide with
copies of any such tax returns no later than fifteen (15) days prior to such filing and shall provide with any reasonable
supporting information requested by CBDU.


 


(c)
After the Closing Date, each of , on the one hand, and the “Shareholder”, on the other, shall (i) provide, or
cause to be provided, to each other’s respective officers, employees, representatives and affiliates, such assistance
as may reasonably be requested by any of them in connection with the preparation of any tax return or any audit of
“KUSH” in respect of which “KUSH” or the “Shareholder”, as the case may be, is
responsible and (ii) retain, or cause to be retained, for so long as any such taxable years or audits shall remain open for
adjustments, any records or information which may be relevant to any such tax returns or audits. The assistance provided for
in this Section 6.2(c) shall include each of and the Shareholder(x) making their agents and employees and the agents and
employees of their respective affiliates available to each other on a mutually convenient basis to provide such assistance as
might reasonably be expected to be of use in connection with any such tax returns or audits and (y) providing, or causing to
be provided, such information as might reasonably be expected to be of use in connection with any such tax returns or audits,
including, without limitation, records, returns, schedules, documents, work papers, opinions, letters or memoranda, or other
relevant materials relating thereto.


 


(d)
Each of and the Shareholder shall promptly inform the other of, keep the other regularly apprised of the progress with
respect to, and notify the other in writing not later than fifteen (15) days after the receipt of, any notice of any audit in
respect of any tax return for which it was responsible which could reasonably be expected to affect the tax liability of such
other party for any taxable year.


 




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5.3 Notices. All
notices, demands and other communications required or permitted hereunder shall be made in writing and shall be deemed to
have been duly given if delivered by facsimile (which is confirmed), overnight courier service or hand or mailed, postage
prepaid, certified or registered mail, return receipt requested, and addressed as follows:


 


to
the Shareholder at:


 


to
at:


 


CBD
Unlimited, Inc. aka Endexx Corporation


Attn: Todd Davis


PO
Box 4317


Cave
Creek, AZ. 85331


 


with a copy to:


 


Gary
Blum


Law
Offices of Gary L. Blum


3278 Wilshire Blvd, Suite 603


Los Angeles, Ca. 90010


P:
213-381-7450


F:
213-384-1035


Email:
gblum@gblumlaw.com


www.gblumlaw.com


 


Notice
of change of address shall be effective only when notice thereof is given in accordance with this Section 5.3. All notices
complying with this Section 5.3 shall be deemed to have been received on the date of delivery or confirmed facsimile or on
the third business day after mailing.


 


5.4 Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective
heirs, successors and permitted assigns. may assign any of its rights or obligations under this Agreement to an affiliate or
subsidiary of, but no such assignment shall in any manner relieve of any of its obligations under this Agreement. Neither any
Shareholder nor “KUSH” may assign any of his or its rights or obligations under this Agreement without the prior
written consent of.


 


5.5 Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, and
without reference to any Arizona conflict of laws rule that would result in the application of the laws of a State other than
Arizona. The parties hereto irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the
State of Arizona for the purpose of hearing and determining any dispute arising out of this Agreement.


 


5.6 Counterparts. This
Agreement may be executed in any number of counterparts each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


5.7 Headings. The
headings of the Sections and Articles of this Agreement are for reference purposes only and shall not constitute a part
hereof or affect the meaning or interpretation of this Agreement.


 




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5.8 Severability. Any
term or provision of this Agreement that is held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms
and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any
other jurisdiction.


 


5.9 Entire
Agreement. This Agreement shall be the final expression of the parties’ agreement with respect to the subject
matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement.


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 


	 	CBD
    Unlimited, Inc. aka Endexx Corporation
	 	 	 
	 	By:	/s/
    Todd Davis
	 	Name:	Todd
    Davis
	 	Title:	Chief
    Executive Officer & Chairman of the Board
	 	 	 
	 	/s/
    Charles Mohr
	 	“KUSH”,
    LLC.


 


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Addendum:


 


	 	1.	Article
    1.C. Charles Mohr shall initially receive 500,000 common shares of restricted common stock in exchange for Kush Inc. and it
    assets.
	 	 	 
	 	2.	Article
    3.1: Charles Mohr to receive base of
	 	 	$6500
    monthly.
	 	 	 
	 	3.	Article
    2.K. Base and Bonus





	 	a.	$150,000
    gross sales generated by “Kush” clients (125,000 shares)
	 	b.	Establish
    3000 point of distribution(125,000 shares)
	 	c.	Achieve
    positive ROI from KushWear in 1st year. (125,000 shares)
	 	d.	Accelerate
    Social Media 200,000 likes/engagements in any combo.(125,000 shares)
	 	 	 
	 	 	*All
terms agreed upon and cited from term sheet proposal dated February 1, 2020.
	 	 	See
attached.


 


 




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