INVENTORY
PURCHASE AGREEMENT


 


THIS
INVENTORY PURCHASE AGREEMENT is made and entered into as of the 21st day of September 2019 (this “Agreement”)
by and among Sylios Corp, a Florida Corporation (“Buyer”) and Wanshan Engineering Services, LLC, a Wyoming
limited liability company (“Seller” and together with the Buyer, the “Parties”).


 


RECITALS


 


A.
Seller currently owns certain inventory at its warehouse located at 150 S. Pine Island Rd., Suite 300, Plantation, FL 33324, which
inventory is set forth in detail on Schedule A to this Agreement (collectively the “Inventory”).


 


B.
Seller desires to sell the Inventory to the Buyer, and Buyer desires to purchase the Inventory from Seller pursuant to the terms
and conditions of this Agreement.


 


AGREEMENT


 


In
consideration of the foregoing and the mutual covenants contained in this Agreement and for other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


Section
1. Sale and Purchase of Inventory.


 


1.1
Sale of Inventory. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below),
Seller will sell, convey, transfer and assign to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest
in and to all of the Inventory set forth on Exhibit A (collectively, the “Purchased Inventory”), free
and clear of any and all liens, encumbrances, claims, charges, security interests, rights of Seller and/or any third party, rights
of redemption, equities, and any other restrictions or limitations of any kind or nature whatsoever (collectively, “Liens”).


 


1.2
Purchase Price and Payment. As consideration for the acquisition and purchase of the Purchased Inventory, within 30 days
of Closing or upon receipt of proper title of the to be issued stock certificate, Buyer shall pay to Seller, Six Million (6,000,000)
shares of restricted common stock. In the event Buyer files a Registration Statement (the “Statement”) with the Securities
and Exchange Commission prior to the one-year anniversary of the execution of this Agreement, Buyer agrees to include Seller’s
shares within the Statement for resale.


 


1.3
Closing Date. Subject to Section 4, the closing of the transaction contemplated by this Agreement (the “Closing”)
shall take place at such date, time and place as may be agreed upon by the Parties (the “Closing Date”) but
in any event, no later than two (2) business days following the satisfaction of the condition set forth in Section 4.1 below.


 


1.4
Method of Conveyance, Transfer, and Assumption. Upon payment of the Purchase Price, the sale, transfer, conveyance, and
assignment by Seller of the Purchased Inventory to Buyer in accordance with Section 1.1 shall be effected at the Closing by Seller’s
execution and delivery of a Bill of Sale in the form attached hereto as Exhibit B and delivery of the Purchased Inventory
to the Buyer. In the event Buyer elects not to take immediate physical delivery of the Purchased Inventory, the Seller shall grant
the Buyer the right to warehouse the Purchased Inventory in its current location for a term of six (6) months rent free. If Buyer
so elects, the Closing shall still be deemed as of the date of the Bill of Sale.


 


1.5
Taxes. All transfer, sales, use and other taxes or similar charges related to the sale of the Purchased Inventory to Buyer
shall be paid by Seller.


 


Section
2. Liabilities. Buyer is not assuming any debts, obligations or liabilities of Seller whatsoever, whether known or
unknown, actual or contingent, matured or unmatured, presently existing or arising in the future, which shall remain the responsibility
of Seller.


 




    	 	 	 



    	 



    

 


Section
3. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer:


 


3.1
Organization and Qualification. Seller is a limited liability company duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation.


 


3.2
Authorization. Seller has all requisite power and authority to execute and deliver this Agreement and to perform its obligations
hereunder. The execution and delivery by Seller of this Agreement and the consummation by Seller of the transaction contemplated
hereby have been duly and validly authorized by all necessary action on the part of Seller. This Agreement has been duly and validly
executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against it in accordance
with its terms.


 


3.3
Right to Purchased Inventory. Seller has good and marketable rights to all of the Purchased Inventory. Upon consummation
of the transaction contemplated hereby, Buyer will acquire good and marketable rights to all of the Purchased Inventory.


 


3.4
Purchased Inventory. The pricing of the Purchase Inventory on Schedule A reflects the actual cost of and price paid for
such Purchased Inventory


 


Section
4. Conditions to Closing.


 


4.1
Conditions to Obligations of Buyer.


 


(a)
The representations and warranties of Seller contained in this Agreement shall be true in all material respects on the date hereof
and on the Closing Date as though such representations and warranties were made on and as of the Closing Date.


 


(b)
No suit, action or other proceeding shall be pending before any court or governmental agency to restrain or prohibit the consummation
of the transaction provided for herein or to obtain damages or other relief in connection with this Agreement or the consummation
of such transactions.


 


(c)
Buyer shall have received such other certificates and instruments from Seller as it shall reasonably request in connection with
the Closing.


 


Section
5. Termination.


 


5.1
Termination of the Agreement. Buyer may terminate this Agreement prior to Closing by giving written notice to Seller in
the event that Seller is in breach of any representation, warranty or covenant contained in this Agreement, and such breach, individually
or in combination with any other such breach, is not cured within five (5) days following delivery by Buyer to Seller of written
notice of such breach.


 


5.2
Effect of Termination. If this Agreement is terminated pursuant to Section 5.1, all obligations of each Party hereunder
shall terminate without any liability of any Party to any other Party.


 


Section
6. General Provisions.


 


6.1
Further Assurances. From time to time after the date hereof, Seller shall execute and deliver to Buyer such instruments
of sale, transfer, conveyance, assignment, consent, assurance, power of attorney, and other such instruments as may be reasonably
requested by Buyer in order to vest in Buyer all right, title, and interest in and to the Purchased Inventory. The Parties shall
each provide the other with such assistance as may be reasonably requested by the other in connection with this transaction.


 


6.2
Expenses. Except as otherwise provided herein, each Party shall bear its own costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby.


 




    	 	 	 



    	 



    

 


6.3
Governing Law and Venue. This Agreement shall be construed and enforced in accordance with and governed by the internal
laws of the State of Florida without giving effect to the conflict of laws rules thereof. The Parties agree that the state courts
in Hillsborough County, Florida or the federal courts in the Middle District of Florida, Tampa Division, will be the venue for
any litigation brought by either of the Parties to resolve any and all disputes arising under this Agreement, and the Parties
further agree that said courts will have personal jurisdiction over the Parties for any such litigation.


 


6.4
Entire Agreement; Amendment and Waiver. This Agreement and all exhibits hereto set forth the entire understanding
of the Parties with respect to the subject matter hereof and may be modified only by a written instrument duly executed by each
Party. Except as herein expressly provided to the contrary, no breach of any covenant, agreement, warranty or representation shall
be deemed waived unless expressly waived in writing by the Party who might assert such breach.


 


6.5
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and
all of which together shall constitute one and the same instrument.


 


6.6
Headings. Headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.


 


6.7
Notices. All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing
and shall be deemed to have been duly given when delivered to the Party to whom addressed or when sent by facsimile (if promptly
confirmed by registered or certified mail, return receipt requested, prepaid and addressed) to the Parties, their successors in
interest, or their assignees at such addresses as the Parties may designate by written notice.


 


6.8
Assignment; Binding Effect. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or
by reason hereof nor any of the documents executed in connection herewith may be assigned by any Party without the prior written
consent of the other Parties. Except as provided in the previous sentence, this Agreement and all of the rights and obligations
hereunder shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. Any
attempted assignment in violation of this Agreement shall be null and void.


 


IN
WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed as of the date first above written.


 


	 	BUYER:
	 	 
	 	SYLIOS
    CORP
	 	 	 
	 	By:	/s/
    Jimmy Wayne Anderson
	 	Name:	Jimmy
    Wayne Anderson
	 	Title:	President
	 	 	 
	 	SELLER:
	 	 
	 	WANSHAN
    ENGINEERING SERVICES, LLC
	 	 	 
	 	By:	/s/
    Brent Tantillo
	 	Name:	Brent
    Tantillo
	 	Title:	Managing
    Member


 




    	 	 	 



    	 



    

 


Exhibit
A


 


Purchased
Inventory


 


1,000
Ampt by Zeus Wireless Bluetooth 4.1 Stereo Earbuds with Charger


 


Description:


 


	●	SMART
                                         MULTIPOINT CONNECTIVITY: Pair the AMPT stereo Bluetooth earphones with each other for
                                         a stereo experience. In single earbud mode, each wireless headset can connect with two
                                         Bluetooth source devices like your iPhone or Android phone, iPad, tablet, or laptop simultaneously.
                                         If you are streaming music from your iPad, and receive an incoming call on your iPhone,
                                         the wireless earphones will recognize this and allow you to take the call seamlessly
                                         without the hassle of repairing.
	●	TRULY
                                         WIRELESS STEREO PAIRING VIA BLUETOOTH 4.1: Pairing 2 cordless earbuds wirelessly like
                                         Apple AirPods, making it the smallest stereo Bluetooth headset on the market. Bluetooth
                                         4.1 with advanced audio decode technology enables wireless connections to your smartphones
                                         and other Bluetooth devices and gives these ultra-small stereo wireless headphones unparalleled
                                         sound quality. This package includes TWO (2) AMPT wireless earbuds to operate in the
                                         stereo Bluetooth headphones mode.
	●	ACTIVATE
                                         SIRI, VOICE COMMANDS, AND UNPARALLELED SOUND QUALITY: Siri is just a touch away via the
                                         main button on either of the cordless earbuds. You never have to take your smartphone
                                         out of your pocket, giving you a genuine hands-free, wireless stereo experience. Voice
                                         prompts for calls, pairing and caller ID are transmitted directly to the wireless headset.
                                         Noise reduction and echo cancellation technology filters ambient noise and enables clearer
                                         sound during calls and when listening to music.
	●	LONG
                                         BATTERY LIFE WITH DUAL-FUNCTION PORTABLE CHARGER: With the portable charging system,
                                         your AMPT Bluetooth earbuds will never run out of battery. The dual-function portable
                                         charger allows you to charge both wireless earbuds on-the-go. The enhanced battery in
                                         the wireless headphones allows up to 3 hours for music and calls on a single charge.
	●	COMFORTABLE,
                                         NON-INVASIVE, AND DESIGNED FOR SPORT Compatible with iPhone 7/7 Plus/6s/6s Plus/6/6 Plus/SE/5s/5/4s/iPod/iPad/iPad
                                         Mini/iPad Pro/Macbook/Macbook Air/Macbook Pro/iMac/Mac Pro/Mac Mini/Samsung Galaxy S6/S5/S4/S6
                                         Edge/Edge+/7/6/5/4/3/Edge/Android/Windows/tablets/laptops/computers.



 



    	 	 	 



    	 



    

 


Exhibit
B


 


BILL
OF SALE


 


This
BILL OF SALE (“Bill of Sale”) is dated as of September 25, 2019 from Wanshan Engineering Services LLC (“Seller”)
to Sylios Corp (“Buyer”)(collectively the “Parties”).


 


RECITALS


 


A.
Seller and Buyer are parties to an Inventory Purchase Agreement, dated as of September 21, 2019 (the “Purchase Agreement”).


 


B.
Pursuant to the Purchase Agreement, Buyer is purchasing from Seller the Purchased Inventory referred to in Section 1.1 of the
Purchase Agreement.


 


C.
Seller has agreed, pursuant to Section 1.4 of the Purchase Agreement, to execute and deliver this Bill of Sale to Buyer for the
purpose of transferring to and vesting in Buyer title to the Purchased Inventory, which Seller is selling to Buyer pursuant to
the Purchase Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged:


 


1.
Seller does hereby sell, transfer, assign and vest in Buyer, its successors and assigns forever, all of its right, title and interest
in and to the Purchased Inventory referred to in Section 1.1 and set forth on Schedule A of the Purchase Agreement.


 


2.
Seller hereby appoints Buyer, its successors and assigns, as Seller’s true and lawful representative, with full power of
substitution, in Seller’s name and stead, on behalf and for the benefit of Buyer, its successors and assigns, to demand
and receive any and all of the Purchased Inventory and to give receipts and releases for and in respect of the Purchased Inventory,
or any part thereof, and from time to time to institute and prosecute in Seller’s name, at the sole expense and for the
benefit of Buyer, its successors and assigns, any and all proceedings at law, in equity or otherwise, which Buyer, its successors
and assigns, may reasonably deem necessary for the collection or reduction to possession of any of the Purchased Inventory.


 


3.
This Bill of Sale shall be binding on and inure to the benefit of and be enforceable by the Parties hereto and their respective
successors and assigns. Nothing in this Bill of Sale shall be deemed to create or imply any right or benefit in any person other
than Buyer or Seller, or their respective successors and assigns.


 


4.
This Bill of Sale is subject to the terms and conditions of the Purchase Agreement and shall be governed and enforced in accordance
with the laws of the State of Florida without giving effect to the conflict of law rules thereof. The Parties agree that the state
courts in Hillsborough County, Florida or the federal courts in the Middle District of Florida, Tampa Division, will be the venue
for any litigation brought by either of the Parties to resolve any and all disputes arising under this Agreement, and the Parties
further agree that said courts will have personal jurisdiction over the Parties for any such litigation.


 


5.
Nothing in this Bill of Sale shall alter any liability or obligation of Seller arising under the Purchase Agreement, which shall
govern the representations, warranties and obligations of the Parties with respect to the Purchased Inventory. The representations
and warranties set forth in the Purchase Agreement shall survive the execution of this Bill of Sale.


 


6.
This Bill of Sale may be executed by facsimile signature and a facsimile signature shall constitute an original signature for
all purposes.


 




    	 	 	 



    	 



    

 


IN
WITNESS WHEREOF, this Bill of Sale has been executed under seal as of the day and year first written above.


 


	 	Wanshan
                                         engineering services lLC

	 	 	 
	 	By:	/s/
    Brent Tantillo
	 	Name:	Brent
    Tantillo
	 	Title:	Managing
    Member