Exhibit
10.4


 





 


RPA


STOCK
PURCHASE AGREEMENT


 


This
STOCK PURCHASE AGREEMENT (the “ Agreement ”), dated as of April 25, 2020, is made by and among Endexx
Corporation and it’s division, CBD Unlimited, Inc., under the laws of Nevada at 38246 N. Hazelwood Circle., Cave Creek
(“ CBDU ”), RPAPIOncB.-oaxka2(R26P0A1)oLwonueidsbvyilSlteep,heKnYH4e0rr2o5n2and
Ronald Cotting (Retail Pro Associates                 ).
(“RPA”), at                                                   ,
are the only “interested parties”.


 


W
I T N E S S E T H:


 


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


 


WHEREAS,
the “Shareholder(s)” 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(s) agree to sell to , and agrees to purchase from the “Shareholder(s)”,
all of the right, title and interest of the Shareholder(s) 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(s) 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 “RPA” or otherwise.


 


1.2
Purchase Price.


 


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


 


(i)
Four million shares for “RPA” 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(s) shall be the Total Stock Value for each Shareholder(s) as set forth on Exhibit
A hereto divided by the Stock Value per Share.


 




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(b)
Intentionally left blank.


 


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


 


1.3
Closing; Conditions.


 


(a)
The sale and transfer of the Shares by the Shareholder(s) 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(s)
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(s) shall:


 


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


 


(ii)
assign and transfer to all of the Shareholder(s) 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 document(s);


 


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


 


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


 


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


 


(vi)
to the extent not in the possession of “RPA”, deliver all books of account as to customers, licensees, distributors,
suppliers and insurance policies in any way relating to or concerning the business of “RPA”; 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 Endexx
Corporation a/k/a CBD Unlimited, Inc. common stock(Stock Symbol: EDXC) issuable to each Shareholder(s) 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, “RPA” 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 “RPA”, and (ii) shall
only speak with the employees, suppliers, licensors and customers of “RPA” in connection with its due diligence
investigation with the prior written consent of the “Shareholder(s)” 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(s) pursuant to the terms of this Agreement, or (iii) April 30th, 2020, the Shareholder(s) will
cause “RPA” 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(s) arising from or in connection with the income or operations of “RPA”,
paying dividends or making any other form of distribution on the capital of “RPA” without the prior written consent
of .


 


(c)
Following the Closing, “RPA” 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(s) 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 “RPA” 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(s) and ;


 


(ii)
at any time before the Closing, by the Shareholder(s) 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 May 20, 2020 by the Shareholder(s) 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 “RPA”, the Shareholder(s) 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(s) AND “RPA”


 


“RPA”
represents and warrants to as follows:


 


2.1
Corporate Existence and Qualification. “RPA” is a Domestic Business Corporation duly incorporated and validly
existing under the laws of the State of Kentucky, 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. “RPA” 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 “RPA” to be
qualified, licensed or admitted can be eliminated without material cost or expense by “RPA” in becoming qualified,
licensed or admitted.


 


2.2
Capital Stock.


 


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


Shareholder(s)


 


(b)
The Shares comprise all issued capital stock of “RPA” 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(s) 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 “RPA” or commitments obligating “RPA” 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 “RPA”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)
“RPA” does not own, directly or indirectly, any interest or investment (whether equity or debt) in any corporation,
partnership, limited liability “RPA”, business trust or other entity.


 


2.3
Authorization. The Shareholder(s) and “RPA” 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 “RPA”.
This Agreement and the representations and obligations contemplated thereby are valid and binding representations and obligations
of the Shareholder(s) and “RPA” 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.


 


2.4
Governmental Approvals and Filings. To the knowledge of the “Shareholder(s)”, no consent, approval or action
of, filing with or notice to any governmental or regulatory authority on the part of the Shareholder(s) or “RPA” 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 “RPA”.


 


2.5
Books and Records. The minute books and other similar records of “RPA” 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 “RPA”. The stock transfer ledgers and other similar records of “RPA” as made
available to accurately reflect all record transfers prior to the execution of this Agreement in the capital stock of “RPA”.
“RPA” 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 “RPA”.


 


2.6
Financial Statements.


 


(a)
“RPA”s internal unaudited balance sheet and statement of operations for the fiscal year ended December 31,
2019 and Months ending (April 30, 2020) (collectively, the “ Financial Statements ”).


 


(b)
Each of the Financial Statements (including the related notes and schedules) fairly present, in all material respects, the financial
position of “RPA” 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.


 




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2.7
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 “RPA” 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 “RPA”. 


 


2.8
Leases. Section 2.12 of the Disclosure Letter contains an accurate and complete list of all leases pursuant
to which “RPA” leases any real property and any material personal property. To the knowledge of the “Shareholder(s)”,
(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 “RPA” 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(s)”, all leased property
and improvements are free of any material defects.


 


2.9
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 “RPA” 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.


 


2.10
Legal Proceedings.


 


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


 


(c)
A Letter sets forth each instance in which “RPA” (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(s)”, 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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2.11
Taxes.


 


(a)
All material information notices, computations and returns which are required to have been submitted have been submitted by or
on behalf of “RPA” 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(s) are unaware of any circumstances likely to give rise to any such material dispute.


 


(b)
“RPA” 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 “RPA”, other than liens for current taxes or governmental assessments not
yet due and payable.


 


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


 


(e)
(i) “RPA” 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 “RPA”; and (iii) to the knowledge of the “Shareholder(s)”, no deficiency for any taxes
has been suggested, proposed, asserted or assessed against “RPA”.


 


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


 


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


 


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


 


2.12
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 “RPA” 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 “RPA”
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 “RPA” relating to claim for benefits under any of the foregoing and, to the knowledge of the “Shareholder(s)”,
no such claim has been threatened.


 




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2.13
Customers and Suppliers. As set forth for the twelve-month period ended April 30, 2020: (a) a list of the amounts
collected from all customers to date of “RPA” by revenue and the type of agreements with such customers; and (b) a
list of the amounts paid to all suppliers of “RPA” for purchases from such suppliers. As of the date of this Agreement,
there has been no material adverse change in the business relationship of “RPA” with any of the customers or since
the Financial Statement Date; provided , however , that acknowledges and agrees that the Shareholder(s) 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.


 


2.14
Permits and Other Operating Rights. “RPA” 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 “RPA” 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 “RPA” 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 “RPA”.


 


2.15
Compliance Within Law. “RPA” 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 “RPA”. “RPA” has not received any notification that it is in violation of
any such laws or orders.


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF ENDEXX


 


represents
and warrants to the Shareholder(s) 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 382,000,000 of which are issued and
outstanding,


 


(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(s)”, 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 Endexx a/k/a CBD Unlimited, Inc. Stock issuable to the Shareholder(s)
will transfer to the Shareholder(s) good and valid title to such shares, free and clear of all encumbrances.


 




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(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(s) 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 “RPA” Employment Agreements, and the
performance of its obligations hereunder and thereunder, have been duly and validly authorized by the board of directors of. This
Agreement and “RPA” 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(s) 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 “RPA” and the “Shareholder(s)”.


 


4.2
Employment of the “Shareholder(s)”; Non-Compete specific to the CBD INDUSTRY ONLY.


 


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


 


(b)
Subject to the occurrence of the Closing, each Shareholder(s) undertakes to that such Shareholder(s) will not, for a period terminating
on the later of (i) one (1) year from the date of termination of such Shareholder(s)’s employment with “RPA”
or , or (ii) two (2) 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(s),
director, employee, agent, consultant, partner or otherwise:


 


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


 


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


 


(iii)
solicit or entice away any supplier of goods and/or services to “RPA” or if such solicitation or enticement causes
or could reasonably be expected by such Shareholder(s) 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 “RPA” or ;


 


(iv)
work for or be engaged by or (save as the holder of shares or other securities in any “RPA” 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 “RPA” concerned) have an interest in any trade or business which directly
competes with any trade or business carried on by “RPA” as it is being conducted at the time of such Shareholder(s)’s
departure or by ;


 


(v)
solicit or entice away from “RPA” or any employee of “RPA” 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 “RPA” 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)’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 “RPA”.


 




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(c)
and the Shareholder(s) 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(s)”.


 


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(s)
securing the Credit Line in a timely manner. The Shareholder(s) 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(s) solely by reason of the lender’s inaction or failure
to provide releases in a timely manner.


 


4.4
Adoption of Bonus Plan. See addendum


 


4.5
Furnishing of Information. As long as any Shareholder(s) owns any shares of CBD Unlimited, Inc. aka Endexx Stock issuable
to the Shareholder(s) 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(s) and make publicly available in accordance with Rule
144(c) under the Securities Act such information as is required for the Shareholder(s) 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(s) may reasonably
request, to the extent required from time to time to enable such Shareholder(s) 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(s) acknowledge that each certificate representing the shares of CBD Unlimited,
Inc. aka Endexx Stock issuable to the Shareholder(s) 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. “RPA” and the Company shall use commercially reasonable efforts to
cause “RPA” independent public accounting firm to complete all financial statements, at the expense of “RPA”.


 




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ARTICLE
V


TAX
MATTERS


 


5.1
Transfer Taxes. In the case of the transfer of the Shares to, the Shareholder(s) 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 “RPA” with respect to same. The Shareholder(s) shall timely file all necessary documentation and tax
returns applicable to the Shareholder(s) with respect to such transfer taxes.


 


5.2
Tax Matters.


 


(a)
“RPA” and the Shareholder(s) 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 “RPA” for 2018/2019 in a
manner consistent with Section 1362(e)(3) of the Code so the taxable income or loss of “RPA” will be reported to each
taxing authority as if “RPA”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(s) shall be responsible for preparing all tax returns required to be filed by “RPA” (or by the
Shareholder(s) on its behalf) with respect to periods that end on or before the Closing Date. The Shareholder(s) 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(s)”, 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 “RPA” in respect
of which “RPA” or the “Shareholder(s)”, 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(s)(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(s) 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(s) 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(s) nor “RPA” 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.


 


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


 


	 	Stephen
    Herron, Sr.
	 	 
	 	/s/
    Stephen Herron, Sr.


 


	 	And
	 	 
	 	Ronald
    Cotting
	 	 
	 	/s/
    Ronald Cotting
	 	“RPA”
    Retail Pro Associates


 


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Addendum:
Scope, Milestones, Bonuses


 


Scope
of Work:


 


	1.	Successfully
    Develop and Launch Pet and Equine Division for CBD Unlimited.
	 	*Pet
    and Equine will be our day 1 priority. Become Sales Lead for Pet, Equine.
	2.	Assist
    with the human division, most notably with the Southern Glazers partnership. Drive value with leading the sales efforts, training
    and riding with Southern Glazers reps. Target 15-20% of independents in the first year associated with SGWS.
	3.	Assist
    with Strategy, Operations & Manufacturing, and Special Projects (i.e. finding a suitable partner for the water-soluble
    technology)


 


TERMS:
*Acquisition Price for Retail Pro Associates - 4 Million Shares 


 


	*Salary
    $75,000 annually Ronald Cotting	 	75,000
	*Salary
    $75,000 annually Stephen Herron	 	75,000
	 	 	 
	*10%
    commission on all direct sales for team	 	100,000/1mil
	 	 	 
	*5%
    commission trailer after 1st year on direct sales for team	 	50,000/2-5
    yr.
	 	 	 
	*2%
    commission trailer with sales groups under management	 	20,000/over/mil


 


Milestones/Bonuses
- Year 1


 


	 	1.	*1,000
    Pet & Equine Only Stores within first year
	 	 	 
	 	 	20,000$
    stock bonus at 1000 store count first year
	 	 	 
	 	2.	*10,000
    Total Stores (incremental lift) if we assist with leading sales efforts for Southern Glazers Partnership
	 	 	 
	 	 	TBD:
    to be agreed upon mutually
	 	 	 
	 	3.	*Pet
    & Equine Only - $1M
	 	 	 
	 	 	50k$
    stock bonus price on date of meeting threshhold
	 	 	 
	 	 	 
	 	4.	*Total
    Incremental Income - $5M
	 	 	 
	 	 	4%,
    200k, stock bonus
	 	 	 
	 	5.	Nurture
    and develop an Incubation Partner for the Water Soluble Technology
	 	 	 
	 	 	TBD:
    to be agreed upon mutually


 




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