Exhibit 10.5


 


 


 


 


 


 


 


 


 


STOCK PURCHASE AGREEMENT


 


between


 


DALRADA HEALTH PRODUCTS


 


and


 


SHARK INNOVATIVE TECHNOLOGIES CORP.


 


dated as of


 


March 23, 2020


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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STOCK PURCHASE AGREEMENT


 


This Stock Purchase Agreement (this "Agreement"),
dated as of March 23, 2020, is entered into between Gregg Silvers, sole shareholder of Shark Innovative Technologies Corp., a
Texas Corporation ("Seller") with an address of 132 E Carolyn Drive, South Padre Island, Texas, 78597, and Dalrada
Health Products, a California corporation ("Buyer") with a business address of 600 La Terraza Blvd., Escondido,
California 92025. Capitalized terms used in this Agreement have the meanings given to such terms herein.


 


RECITALS


 


WHEREAS, Seller owns all of the
issued and outstanding shares of common stock, no par value, (the "Shares"), of Shark Innovative Technologies
Corp., a Texas corporation (the "Company"); and


 


WHEREAS, Seller wishes to sell to
Buyer, and Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein;


 


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


 


ARTICLE
I

Purchase and sale


 


Section
1.01       Purchase and Sale. Subject to the terms
and conditions set forth herein, at the Closing (as defined in ARTICLE II), Seller shall sell to Buyer, and Buyer shall purchase
from Seller, the Shares, free and clear of any mortgage, pledge, lien, charge, security interest, claim, community property interest,
option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or
exercise of any other ownership attribute), or other encumbrance (each, an "Encumbrance"), for the consideration
specified in Section 1.02.


 


Section
1.02       Purchase Price. The aggregate purchase
price for the Shares shall be three million (3,000,000) common shares of Dalrada Financial Corporation, a Delaware Corporation
(the "Purchase Price" and/or “Purchase Shares”). Buyer shall instruct its Transfer Agent,
Standard Transfer Company, located in Salt Lake City, Utah, United States, to issue the Purchase Shares at the Closing.


 


ARTICLE
II

CLOSING


 


Section 2.01      
Closing. The closing
of the transactions contemplated by this Agreement (the "Closing") shall take place simultaneously with the execution
of this Agreement on the date of this Agreement (the "Closing Date") by telephone conference or such other place
or manner as the parties may mutually agree upon. The consummation of the transactions contemplated by this Agreement shall be
deemed to occur at 12:01 a.m. P.S.T on the Closing Date.


 


Section 2.02      
Seller Closing Deliverables.
At the Closing, Seller shall deliver to Buyer the following:


 


(a)              
Share certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by
stock powers or other instruments of transfer duly executed in blank.


 


 


 






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(b)              
A certificate of the Secretary (or other officer) of Seller certifying (i) that attached thereto are true and complete
copies of all resolutions of the board of directors or shareholders of Seller authorizing the execution, delivery, and performance
of this Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement
or at the Closing (collectively, the "Transaction Documents") to which Seller is a party and the consummation
of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect, (ii) the names, titles,
and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents to which it is
a party, and (iii) that attached thereto are true and complete copies of the governing documents of the Company, including any
amendments or restatements thereof, and that such governing documents are in full force and effect.


 


(c)              
Resignations of the directors and officers of the Company, effective as of the Closing Date.


 


(d)              
A certificate of fact for the Company from the Texas Secretary of State and a certificate of good standing (or its equivalent)
for the Company certified by the Secretary of State or similar Governmental Authority of each state where the Company is required
to be qualified, registered, or authorized to do business. For purposes of this Agreement, "Governmental Authority"
means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such
government or political subdivision, or any arbitrator, court, or tribunal of competent jurisdiction.


 


(e)              
A certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning
of Section 1445 of the Internal Revenue Code of 1986 (as amended, the "Code").


 


Section 2.03      
Buyer's Deliveries.
At the Closing, Buyer shall deliver the following to Seller:


 


(a)              
The Purchase Shares.


 


(b)              
A certificate of the Secretary (or other officer) of Buyer certifying (i) that attached thereto are true and complete
copies of all resolutions of the board of directors of Buyer authorizing the execution, delivery, and performance of this Agreement
and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby,
and that such resolutions are in full force and effect, and (ii) the names, titles, and signatures of the officers of Buyer authorized
to sign this Agreement and the other Transaction Documents to which it is a party.


 


ARTICLE
III

Representations and warranties of seller


 


Seller represents and warrants to Buyer
that the statements contained in this Article ARTICLE III are true and correct as of the date hereof. For purposes of this Article
ARTICLE III, "Seller's knowledge," "knowledge of Seller," and any similar phrases shall mean the actual or
constructive knowledge of any director or officer of Seller, after due inquiry.


 


Section
3.01       Organization and Authority of Seller.
Seller has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller
is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and
thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party,
the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated
hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and each
Transaction Document to which Seller is a party constitute legal, valid, and binding obligations of Seller enforceable against
Seller in accordance with their respective terms.


 


Section
3.02       Organization, Authority, and Qualification of the
Company. The Company is a corporation duly organized, validly existing, and in good standing under the Laws of the
state of Texas and has full corporate power and authority to own, operate, or lease the properties and assets now owned, operated,
or leased by it and to carry on its business as it has been and is currently conducted. Disclosure Schedules sets forth each jurisdiction
in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and
is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently
conducted makes such licensing or qualification necessary.


 


 


 






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Section
3.03       Capitalization.


 


(a)              
The authorized shares of the Company consist of 10,000 and constitute the Shares, of which 10,000 are issued. All of the
Shares have been duly authorized, are validly issued, fully paid and nonassessable, and are owned of record and beneficially by
Seller, free and clear of all Encumbrances. Upon the transfer, assignment, and delivery of the Shares and payment therefor in
accordance with the terms of this Agreement, Buyer shall own all of the Shares, free and clear of all Encumbrances.


 


(b)              
All of the Shares were issued in compliance with applicable Laws. None of the Shares were issued in violation of any agreement
or commitment to which Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights of
any individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization,
trust, association, or other entity (each, a "Person").


 


(c)              
There are no outstanding or authorized options, warrants, convertible securities, stock appreciation, phantom stock, profit
participation, or other rights, agreements, or commitments relating to the shares of stock of the Company or obligating Seller
or the Company to issue or sell any shares of stock of, or any other interest in, the Company. There are no voting trusts, shareholder
agreements, proxies, or other agreements in effect with respect to the voting or transfer of any of the Shares.


 


Section
3.04       No Subsidiaries. The Company does not
have, or have the right to acquire, an ownership interest in any other Person.


 


Section
3.05       No Conflicts or Consents. The execution,
delivery, and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation
of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of the certificate
of formation, bylaws, or other governing documents of Seller or the Company; (b) violate or conflict with any provision of any
statute, law, ordinance, regulation, rule, code, treaty, or other requirement of any Governmental Authority (collectively, "Law")
or any order, writ, judgment, injunction, decree, determination, penalty, or award entered by or with any Governmental Authority
("Governmental Order") applicable to Seller or the Company; (c) require the consent, notice, or filing with or
other action by any Person or require any Permit (as defined in Section 3.16(b)), license, or Governmental Order; (d) violate
or conflict with, result in the acceleration of, or create in any party the right to accelerate, terminate, or modify any contract,
lease, deed, mortgage, license, instrument, note, indenture, joint venture, or any other agreement, commitment, or legally binding
arrangement, whether written or oral (collectively, "Contracts"), to which Seller or the Company is a party or
by which Seller or the Company is bound or to which any of their respective properties and assets are subject; or (e) result in
the creation or imposition of any Encumbrance on any properties or assets of the Company.


 


Section
3.06       Financial Statements. Complete copies
of the Company's audited financial statements consisting of the balance sheet of the Company as at December 31, 2019, in each
of the years 2017 2018 and the related statements of income and retained earnings, shareholders' equity, and cash flow for the
years then ended (the "Financial Statements"). The Financial Statements have been prepared in accordance with
generally accepted accounting principles in effect in the United States from time to time ("GAAP"), applied on
a consistent basis throughout the period involved. The Financial Statements are based on the books and records of the Company
and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the
operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2019 is referred to herein
as the "Balance Sheet" and the date thereof as the "Balance Sheet Date". The Company maintains
a standard system of accounting established and administered in accordance with GAAP.


 


Section
3.07       Undisclosed Liabilities. The Company
has no liabilities, obligations, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured,
or otherwise (collectively, "Liabilities"), except: (a) those which are adequately reflected or reserved against
in the Balance Sheet as of the Balance Sheet Date; and (b) those which have been incurred in the ordinary course of business consistent
with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.


 


 


 






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Section
3.08       Absence of Certain Changes, Events, and Conditions.
Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there
has not been, with respect to the Company, any change, event, condition, or development that is, or could reasonably be expected
to be, individually or in the aggregate, materially adverse to the business, results of operations, condition (financial or otherwise),
or assets of the Company.


 


Section
3.09       Material Contracts.


 


(a)              
 The Disclosure Schedules lists each Contract that is material to the Company (such Contracts, together with all Contracts
concerning the occupancy, management, or operation of any Real Property (as defined in Section 3.10(a)), being "Material
Contracts"), including the following:


 


(i)             
all Contracts that provide for the indemnification by the Company of any Person or the assumption of any Tax (as defined
herein), environmental, or other Liability of any Person;


 


(ii)            
all Contracts relating to Intellectual Property (as defined herein), including all licenses, sublicenses, settlements,
coexistence agreements, covenants not to sue, and permissions;


 


(iii)           
except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation,
guarantees) of the Company; and


 


(iv)          
all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any
Person or in any geographic area or during any period of time.


 


(b)              
Each Material Contract is valid and binding on the Company in accordance with its terms and is in full force and effect.
None of the Company or, to Seller's knowledge, any other party thereto is in breach of or default under (or is alleged to be in
breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. Complete
and correct copies of each Material Contract (including all modifications, amendments, and supplements thereto and waivers thereunder)
have been made available to Buyer.


 


Section
3.10       Real Property; Title to Assets.


 


(a)              
The Disclosure Schedules lists all real property in which the Company has an ownership or leasehold (or subleasehold) interest
(together with all buildings, structures, and improvements located thereon, the "Real Property"), including:
(i) the street address of each parcel of Real Property; (ii) for Real Property that is leased or subleased by the Company, the
landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease, and
any termination or renewal rights of either party; and (iii) the current use of each parcel of Real Property. Seller has delivered
or made available to Buyer true, correct, and complete copies of all Contracts, title insurance policies, and surveys relating
to the Real Property.


 


(b)              
The Company has good and valid (and, in the case of owned Real Property, good and indefeasible fee simple) title to, or
a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements
or acquired after the Balance Sheet Date (other than properties and assets sold or otherwise disposed of in the ordinary course
of business consistent with past practice since the Balance Sheet Date). All Real Property and such personal property and other
assets (including leasehold interests) are free and clear of Encumbrances except for those items set forth in the Disclosure Schedules.


 


(c)              
 The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right
to possess, lease, occupy, or use any leased Real Property. The use of the Real Property in the conduct of the Company's business
does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit, or agreement and
no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other
than the Company.


 


 


 






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Section
3.11       Equipment and Other Assets


 


(a)              
The Disclosure Schedules lists all assets and equipment, including machinery and other equipment in which the Company
has an ownership or leasehold interest in.


 


Section
3.12       Intellectual Property.


 


(a)              
"Intellectual Property" means any and all of the following in any jurisdiction throughout the world: (i)
issued patents and patent applications; (ii) trademarks, service marks, trade names, and other similar indicia of source or origin,
together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration,
and renewals of, any of the foregoing; (iii) copyrights, including all applications and registrations; (iv) trade secrets, know-how,
inventions (whether or not patentable), technology, and other confidential and proprietary information and all rights therein;
(v) internet domain names and social media accounts and pages; and (vi) other intellectual or industrial property and related
proprietary rights, interests, and protections.


 


(b)              
Disclosure Schedules lists all issued patents, registered trademarks, domain names and copyrights, and pending applications
for any of the foregoing and all material unregistered Intellectual Property that are owned by the Company (the "Company
IP Registrations"). The Company owns or has the valid and enforceable right to use all Intellectual Property used in
or necessary for the conduct of the Company's business as currently conducted or as proposed to be conducted (the "Company
Intellectual Property"), free and clear of all Encumbrances. All of the Company Intellectual Property is valid and enforceable,
and all Company IP Registrations are subsisting and in full force and effect. The Company has taken all necessary steps to maintain
and enforce the Company Intellectual Property.


 


(c)              
The conduct of the Company's business as currently and formerly conducted and as proposed to be conducted has not infringed,
misappropriated, or otherwise violated and will not infringe, misappropriate, or otherwise violate the Intellectual Property or
other rights of any Person. No Person has infringed, misappropriated, or otherwise violated any Company Intellectual Property.


 


Section
3.13       Material Customers and Suppliers.


 


(a)              
The Disclosure Schedules sets forth each customer who has paid aggregate consideration to the Company for goods or services
rendered in an amount greater than or equal to $10,000 for each of the most recent fiscal years (collectively, the "Material
Customers"). The Company has not received any notice, and has no reason to believe, that any of its Material Customers
has ceased, or intends to cease after the Closing, to purchase or use its goods or services or to otherwise terminate or materially
reduce its relationship with the Company.


 


(b)              
The Disclosure Schedules sets forth each supplier to whom the Company has paid consideration for goods or services rendered
in an amount greater than or equal to $5,000 for each of the most recent fiscal years (collectively, the "Material Suppliers").
The Company has not received any notice, and has no reason to believe, that any of its Material Suppliers has ceased, or intends
to cease, to supply goods or services to the Company or to otherwise terminate or materially reduce its relationship with the
Company.


 


Section
3.14       Insurance. The Disclosure Schedules sets
forth a true and complete list of all current policies or binders of insurance maintained by Seller or its Affiliates (including
the Company) and relating to the assets, business, operations, employees, officers, and directors of the Company (collectively,
the "Insurance Policies"). Such Insurance Policies: (a) are in full force and effect; (b) are valid and binding
in accordance with their terms; (c) are provided by carriers who are financially solvent; and (d) have not been subject to any
lapse in coverage. Neither the Seller nor any of its Affiliates (including the Company) has received any written notice of cancellation
of, premium increase with respect to, or alteration of coverage under, any of such Insurance Policies. All premiums due on such
Insurance Policies have been paid. None of Seller or any of its Affiliates (including the Company) is in default under, or has
otherwise failed to comply with, in any material respect, any provision contained in any Insurance Policy. The Insurance Policies
are of the type and in the amounts customarily carried by Persons conducting a business similar to the Company and are sufficient
for compliance with all applicable Laws and Contracts to which the Company is a party or by which it is bound. For purposes of
this Agreement: (x) "Affiliate" of a Person means any other Person that directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control with, such Person; and (y) the term "control"
(including the terms "controlled by" and "under common control with") means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting
securities, by contract, or otherwise.


 


 


 






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Section
3.15       Legal Proceedings; Governmental Orders.


 


(a)              
There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation,
proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively,
"Actions") pending or, to Seller's knowledge, threatened against or by the Company, Seller, or any Affiliate
of Seller: (i) relating to or affecting the Company or any of the Company's properties or assets; or (ii) that challenge or seek
to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances
exist that may give rise to, or serve as a basis for, any such Action.


 


(b)              
There are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting
the Company or any of its properties or assets.


 


Section
3.16       Compliance with Laws; Permits.


 


(a)              
The Company has complied, and is now complying, with all Laws applicable to it or its business, properties, or assets.


 


(b)              
All permits, licenses, franchises, approvals, registrations, certificates, variances, and similar rights obtained, or required
to be obtained, from Governmental Authorities (collectively, "Permits") that are required for the Company to
conduct its business, including, without limitation, owning or operating any of the Real Property, have been obtained and are
valid and in full force and effect. The Disclosure Schedules list all current Permits issued to the Company and no event has occurred
that would reasonably be expected to result in the revocation or lapse of any such Permit.


 


Section 3.17      
Environmental Matters.


 


(a)              
The Company has complied, and is now complying, with all Environmental Laws. Neither the Company nor Seller has received
notice from any Person that the Company, its business or assets, or any real property currently or formerly owned, leased, or
used by the Company is or may be in violation of any Environmental Law or any applicable Law regarding Hazardous Substances.


 


(b)              
There has not been any spill, leak, discharge, injection, escape, leaching, dumping, disposal, or release of any kind of
any Hazardous Substances in violation of any Environmental Law: (i) with respect to the business or assets of the Company; or
(ii) at, from, in, adjacent to, or on any real property currently or formerly owned, leased, or used by the Company. There are
no Hazardous Substances in, on, about, or migrating to any real property currently or formerly owned, leased, or used by the Company,
and such real property is not affected in any way by any Hazardous Substances.


 


(c)              
As used in this Agreement: (i) "Environmental Laws" means all Laws, now or hereafter in effect, in each
case as amended or supplemented from time to time, relating to the regulation and protection of human health, safety, the environment,
and natural resources, including any federal, state, or local transfer of ownership notification or approval statutes; and (ii)
"Hazardous Substances" means: (A) "hazardous materials," "hazardous wastes," "hazardous
substances," "industrial wastes," or "toxic pollutants," as such terms are defined under any Environmental
Laws; (B) any other hazardous or radioactive substance, contaminant, or waste; and (C) any other substance with respect to which
any Environmental Law or Governmental Authority requires environmental investigation, regulation, monitoring, or remediation.


 


 


 






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Section
3.18       Taxes.


 


(a)              
All returns, declarations, reports, information returns and statements, and other documents relating to Taxes (including
amended returns and claims for refund) (collectively, "Tax Returns") required to be filed by the Company on or
before the Closing Date have been timely filed. Such Tax Returns are true, correct, and complete in all respects. All Taxes due
and owing by the Company (whether or not shown on any Tax Return) have been timely paid. No extensions or waivers of statutes
of limitations have been given or requested with respect to any Taxes of the Company. Seller has delivered to Buyer copies of
all Tax Returns and examination reports of the Company and statements of deficiencies assessed against, or agreed to by, the Company
for all Tax periods ending after December 31, 2019. The term "Taxes" means all federal, state, local, foreign,
and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease,
service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation,
premium, property (real or personal), real property gains, windfall profits, customs, duties, or other taxes, fees, assessments,
or charges of any kind whatsoever, together with any interest, additions, or penalties with respect thereto.


 


(b)              
The Company has not been a member of an affiliated, combined, consolidated, or unitary Tax group for Tax purposes. The
Company has no Liability for Taxes of any Person (other than the Company) under Treasury Regulations Section 1.1502-6 (or any
corresponding provision of state, local, or foreign Law), as transferee or successor, by contract, or otherwise.


 


(c)              
There are no liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Company.


 


(d)              
Seller is not a "foreign person" as that term is used in Treasury Regulations Section 1.1445-2. The Company is
not, nor has it been, a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the
applicable period specified in Section 897(c)(1)(a) of the Code.


 


Section
3.19       Books and Records. The minute books and
share record books of the Company, all of which are in the possession of the Company and have been made available to Buyer, are
complete and correct.


 


Section
3.20       Brokers. No broker, finder, or investment
banker is entitled to any brokerage, finder's, or other fee or commission in connection with the transactions contemplated by
this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Seller.


 


Section
3.21       Full Disclosure. No representation or
warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate
or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material
fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which
they are made, not misleading.


 


ARTICLE
IV


Representations
and warranties of buyer


 


Buyer represents and warrants to Seller
that the statements contained in this Error! Bookmark not defined.Error! Reference source
not found. are true and correct as of the date hereof.


 


Section 4.01      
Organization and Authority of
Buyer. Buyer is a corporation duly organized, validly existing, and in good standing under the Laws of the state of
California. Buyer has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which
Buyer is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby
and thereby. The execution and delivery by Buyer of this Agreement and any other Transaction Document to which Buyer is a party,
the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated
hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and each Transaction
Document to which Buyer is a party constitute legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance
with their respective terms.


 


 


 






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Section
4.02       No Conflicts; Consents. The execution,
delivery, and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation
of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of the certificate
of formation, bylaws, or other governing documents of Buyer; (b) violate or conflict with any provision of any Law or Governmental
Order applicable to Buyer; or (c) require the consent, notice, declaration, or filing with or other action by any Person or require
any Permit, license, or Governmental Order.


 


Section
4.03       Investment Purpose. Buyer is acquiring
the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with,
any distribution thereof or any other security related thereto within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). Buyer acknowledges that Seller has not registered the offer and sale of the Shares under the
Securities Act or any state securities laws, and that the Shares may not be pledged, transferred, sold, offered for sale, hypothecated,
or otherwise disposed of except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption
therefrom and subject to state securities laws and regulations, as applicable.


 


Section 4.04      
Brokers. No broker,
finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission in connection with the transactions
contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Buyer.


 


ARTICLE
V

Covenants


 


Section
5.01       Confidentiality. From and after the Closing,
Seller shall, and shall cause its Affiliates and its and their respective directors, officers, employees, consultants, counsel,
accountants, and other agents (collectively, "Representatives") to hold, in confidence any and all information,
in any form, concerning the Company, except to the extent that Seller can show that such information: (a) is generally available
to and known by the public through no fault of Seller, any of its Affiliates, or their respective Representatives; or (b) is lawfully
acquired by Seller, any of its Affiliates, or their respective Representatives from and after the Closing from sources which are
not prohibited from disclosing such information by any obligation. If Seller or any of its Affiliates or their respective Representatives
are compelled to disclose any information by Governmental Order or Law, Seller shall promptly notify Buyer in writing and shall
disclose only that portion of such information which is legally required to be disclosed, provided that Seller shall use
reasonable best efforts to obtain as promptly as possible an appropriate protective order or other reasonable assurance that confidential
treatment will be accorded such information.


 


Section
5.02       Further Assurances. Following the Closing,
each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents
and instruments and take such further actions as may be reasonably required to carry out the provisions hereof and give effect
to the transactions contemplated by this Agreement and the other Transaction Documents.


 


ARTICLE
VI

Tax matters


Section
6.01       Tax Covenants.


 


(a)              
Without the prior written consent of Buyer, Seller shall not, to the extent it may affect or relate to the Company: (i)
make, change, or rescind any Tax election; (ii) amend any Tax Return; (iii) take any position on any Tax Return; or (iv) take
any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability
or reducing any Tax asset of Buyer or the Company, in respect of any taxable period that begins after the Closing Date or, in
respect of any taxable period that begins before and ends after the Closing Date (each such period, a "Straddle Period"),
the portion of such Straddle Period beginning after the Closing Date.


 


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


 


 


 






    	 	9	 



     


    

 


(c)              
Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by the Company after the Closing Date
with respect to any taxable period or portion thereof ending on or before the Closing Date and all Straddle Period Tax Returns.
Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without
a change of any election or any accounting method.


 


Section
6.02       Straddle Period. In the case of Taxes
that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to Pre-Closing Tax Periods
(as defined in Section 6.04) for purposes of this Agreement shall be: (a) in the case of Taxes (i) based upon, or related to,
income, receipts, profits, wages, capital, or net worth, (ii) imposed in connection with the sale, transfer, or assignment of
property, or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with the Closing
Date; and (b) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a fraction, the numerator
of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in
the entire period.


 


Section 6.03      
Termination of Existing Tax Sharing
Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be
terminated as of the Closing Date. After such date neither the Company, Seller, nor any of Seller's Affiliates and their respective
Representatives shall have any further rights or liabilities thereunder.


 


Section 6.04      
Tax Indemnification. Seller
shall indemnify the Company, Buyer, and each Buyer Indemnitee (as defined in Section 7.01) and hold them harmless from and against
(a) any loss, damage, liability, deficiency, Action, judgment, interest, award, penalty, fine, cost or expense of whatever kind
(collectively, including reasonable attorneys' fees and the cost of enforcing any right to indemnification under this Agreement,
"Losses") attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.18;
(b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking, or
obligation in Article ARTICLE VI; (c) all Taxes of the Company or relating to the business of the Company for all Pre-Closing
Tax Periods (as defined below); (d) all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which
the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of a liability under
Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and (e) any and all Taxes of
any Person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to
an event or transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and
expenses (including attorneys' and accountants' fees) incurred in connection therewith, Seller shall reimburse Buyer for any Taxes
of the Company that are the responsibility of Seller pursuant to this Section 6.04 within ten business days after payment of such
Taxes by Buyer or the Company. For purposes of this Agreement, a "Pre-Closing Tax Period" means any taxable period
ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date,
the portion of such taxable period ending on and including the Closing Date.


 


Section
6.05       Cooperation and Exchange of Information.
Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the
other in filing any Tax Return pursuant to this Article ARTICLE VI or in connection with any proceeding in respect of Taxes of
the Company, including providing copies of relevant Tax Returns and accompanying documents. Each of Seller and Buyer shall retain
all Tax Returns and other documents in its possession relating to Tax matters of the Company for any Pre-Closing Tax Period (collectively,
"Tax Records") until the expiration of the statute of limitations of the taxable periods to which such Tax Records
relate.


 


Section
6.06       Survival. Notwithstanding anything in
this Agreement to the contrary, the provisions of Section 3.18 and this Article ARTICLE VI shall survive for the full period of
all applicable statutes of limitations (giving effect to any waiver, mitigation, or extension thereof) plus 60 days.


 


 


 






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ARTICLE
VII

Indemnification


 


Section
7.01       Indemnification by Seller. Subject to
the other terms and conditions of this Article ARTICLE VII, Seller shall indemnify and defend each of Buyer and its Affiliates
(including the Company) and their respective Representatives (collectively, the "Buyer Indemnitees") against,
and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred
or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to, or by reason of:


 


(a)              
any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or the other
Transaction Documents; or


 


(b)              
any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement
or the other Transaction Documents.


 


Section
7.02       Indemnification by Buyer. Subject to
the other terms and conditions of this Article ARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates
and their respective Representatives (collectively, the "Seller Indemnitees") against, and shall hold each of
them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or
imposed upon, the Seller Indemnitees based upon, arising out of, with respect to, or by reason of:


 


(a)              
any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the other
Transaction Documents; or


 


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


 


Section 7.03      
Indemnification Procedures.
Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified
Party") shall promptly provide written notice of such claim to the other party (the "Indemnifying Party").
In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is
not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified
Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified
Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If
the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to,
defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it
to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified
Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein
provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified
Party's prior written consent (which consent shall not be unreasonably withheld or delayed).


 


Section 7.04      
Survival. Subject
to the limitations and other provisions of this Agreement, all representations and warranties contained herein and all related
rights to indemnification shall survive the Closing and shall remain in full force and effect until the date that is 1 year from
the Closing Date; provided, however, that the representations and warranties in (a) Section 3.01, Section 3.03, Section
3.20, Section 4.01, and Section 4.04 shall survive indefinitely; (b) Section 3.17 shall survive for a period of 1 year after the
Closing; and (c) and Section 3.188 shall survive for the full period of all applicable statutes of limitations (giving effect
to any waiver, mitigation, or extension thereof) plus 90 days. Subject to Article ARTICLE V, all covenants and agreements of the
parties contained herein shall survive the Closing indefinitely unless another period is explicitly specified herein. Notwithstanding
the foregoing, any claims which are timely asserted in good faith with reasonable specificity (to the extent known at such time)
and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival
period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive
until finally resolved.


 


Section 7.05      
Tax Claims. Notwithstanding
any other provision of this Agreement, the control of any claim, assertion, event, or proceeding in respect of Taxes of the Company
(including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.18 hereof
or any breach or violation of or failure to fully perform any covenant, agreement, undertaking, or obligation in Article ARTICLE
VI) shall be governed exclusively by Article ARTICLE VI hereof.


 


Section
7.06       Cumulative Remedies. The rights and remedies
provided for in this Article ARTICLE VII (and in Article ARTICLE VI) are cumulative and are in addition to and not in substitution
for any other rights and remedies available at Law or in equity or otherwise.


 


 


 






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ARTICLE
VIII

Miscellaneous


 


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


 


Section
8.02       Notices. All notices, claims, demands,
and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with
written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt
requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal
business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on
the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, if sent to the
respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in
accordance with this Section 8.02):


 


	If to Seller:	132 E Carolyn Drive, South Padre Island, Texas, 78597

    Attention: Gregg Silver
	If to Buyer:	600 La Terraza Blvd. Escondido, California, 92025

    Attention: CEO


 


Section
8.03       Interpretation; Headings. This Agreement
shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting
an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect
the interpretation of this Agreement.


 


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


 


Section
8.05       Entire Agreement. This Agreement and
the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the
subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written
and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement
and those in the other Transaction Documents and the Disclosure Schedules (other than an exception expressly set forth as such
in the Disclosure Schedules), the statements in the body of this Agreement will control.


 


Section
8.06       Successors and Assigns. This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent
shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.


 


Section
8.07       Amendment and Modification; Waiver. This
Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by
any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so
waiving. No failure to exercise, or delay in exercising, any right or remedy arising from this Agreement shall operate or be construed
as a waiver thereof. No single or partial exercise of any right or remedy hereunder shall preclude any other or further exercise
thereof or the exercise of any other right or remedy.


 


Section
8.08       Governing Law; Submission to Jurisdiction.
All matters arising out of or relating to this Agreement shall
be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice
or conflict of law provision or rule (whether of the State of California or any other jurisdiction). Any legal suit, action, proceeding,
or dispute arising out of or related to this Agreement, the other Transaction Documents, or the transactions contemplated hereby
or thereby may be instituted in the federal courts of the United States of America or the courts of the State of California in
each case located in the city of Escondido and county of San Diego, and each party irrevocably submits to the exclusive jurisdiction
of such courts in any such suit, action, proceeding, or dispute.


 


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


 


[signature page
follows]


 


 


 






    	 	12	 



     


    

 


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


 


	 	GREGG SILVERS

        

	 	 
	 	By: /s/ Gregg Silvers_________________________

        PRESIDENT, SHARK INNOVATIVE TECHNOLOGIES CORP.

         

	 	DALRADA HEALTH PRODUCTS

        

	 	 
	 	By: /x/ Brian Bonar_________________________

    BRIAN BONAR

    PRESIDENT


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	13	 



     


    

 


EXHIBIT A


 


SHARK INNOVATIVE TECHNOLOGIES CORP.


 


DISCLOSURE SCHEDULE


 


This Disclosure Schedule has been prepared in connection with
the Stock Purchase Agreement dated March 23, 2020. The representations and warranties of Company of the Agreement are made subject
to the exceptions and qualifications set forth herein. This Disclosure Schedule is qualified in its entirety by reference to specific
provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, separate representations
or warranties of Company.


 


The information contained in this Disclosure Schedule is disclosed
solely for purposes of the Agreement, and no information contained herein or therein shall be deemed to be an admission by any
party hereto to any third party of any matter whatsoever (including, without limitation, any violation of applicable law or breach
of contract).


 


Any information disclosed in this Disclosure Schedule under
any section number shall be deemed to be disclosed and incorporated in the Disclosure Schedule under any other section to the
extent the relevance of such information to such other section would be reasonably apparent to a reader of such information.


 


		1.	Organization, Authority, and Qualification of the Company.
                                         The jurisdictions in which the Company is duly licensed or qualified to do business are
                                         as follows:
	 	 	 
		·	only licensed in Texas
	 	 	 
		2.	Material Contracts. The following existing contracts which
                                         are material to the Company, including any real property, indemnification by the Company,
                                         assumption of any Tax, relating to any Intellectual Property, relating to trade receivables,
                                         all Contracts to indebtness, limiting ability to compete, are as follows:
	 	 	 
		·	N/A
	 	 	 
		3.	Title to Real Property Assets:
	 	 	 
	 	·	N/A



 


	REAL PROPERTY ASSET DESCRIPTION	ENCUMBRANCE
	N/A	 
	 	 
	 	 


 


		4.	Assets and Equipment:
	 	 	 
		·	
	 	 	 
		·	



 


 


 






    	 	14	 



     


    

 


		5.	Intellectual Property. The following list contains all issued
                                         patents, registered trademarks, domain names and copyrights, and pending applications,
                                         internet domain names and social media accounts:
	 	 	 
		·	sharkitcorp.com
	 	 	 
		·	
	 	 	 
		·	



 


		6.	Material Customers and Suppliers. The following list contains
                                         the names and addresses of each material customer and supplier for the Company since
                                         2017:
	 	 	  
		·	ESC Brands
	 	 	 
		·	



 


Insurance Policies. The following list contains the Company’s
valid binding insurance policies:


 


		·	N/A
	 	 	 
	 	·	 



 


Permits. The following list contains any active permits required
for the Company to conduct its business:


 






		·	Sales Permit



 


 


 


 


 


 


 


 


 


 






    	 	15