Exhibit
10.4


 


ASSET
PURCHASE AGREEMENT


 


This
Asset Purchase Agreement (this “Agreement”) dated as of November 22, 2021, is entered into between Primo Laboratories
LLC (“Company”), an Oklahoma company (“Seller”), and Agro Capital Management Corp., a Nevada Corporation
(“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.


 


RECITALS


 


WHEREAS,
Seller is engaged in the business of a licensed cannabis processing company located at 2222 W. Hefner Road, Suite C (the “Business”);
and


 


WHEREAS,
Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, substantially all the assets and liabilities
of the Business, 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 of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, convey,
assign, transfer and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in, to and
under all of the tangible and intangible assets, properties and rights of every kind and nature and wherever located (other than the
Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased
Assets”), including the following:


 


(a)
all furniture, fixtures, equipment, machinery, tools, office equipment, supplies, computers, telephones and other tangible personal property
of the Business set forth in Exhibit “A” (the “Tangible Personal Property”);


 


(b)
all prepaid expenses, credits, advance payments, security, deposits, charges, sums and fees;


 


(c)
all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any
Purchased Assets;


 


(d)
originals or, where not available, copies, of all books and records, including books of account, ledgers and general, financial and accounting
records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier
lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files,
records and data (including all correspondence with 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
(each, a “Governmental Authority”)), sales material and records, strategic plans and marketing and promotional surveys,
material and research (collectively, “Books and Records”); and


 




    	 



    	 



    

 


(e)
all goodwill associated with any of the assets described in the foregoing clauses.


 


Section
1.02 Excluded Assets. Other than the Purchased Assets, Buyer expressly understands and agrees that it is not purchasing or acquiring,
and Seller is not selling or assigning, any other assets or properties of Seller, and all such other assets and properties shall be excluded
from the Purchased Assets (collectively, the “Excluded Assets”). Excluded Assets include:


 


(a)
all accounts receivable of the Business (“Accounts Receivable”);


 


Section
1.03 Assumed Liabilities.


 


(a)
Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all
Liabilities of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded
Liabilities (collectively, the “Assumed Liabilities”), including the following:


 


(i)
all Liabilities for (A) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any taxable period (or any
portion thereof) beginning after the Closing Date and (B) Taxes for which Buyer is liable pursuant to Section 5.03; and


 


(ii)
all other Liabilities arising out of or relating to Buyer’s ownership or operation of the Business and the Purchased Assets on
or after the Closing


 


For
purposes of this Agreement, “Liabilities” means liabilities, obligations or commitments of any nature whatsoever,
whether asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise.


 


(b)
Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following Liabilities of Seller (collectively,
the “Excluded Liabilities”):


 


(i)
any Liabilities arising out of or relating to Seller’s ownership or operation of the Business and the Purchased Assets prior to
the Closing Date;


 


(ii)
any Liabilities relating to or arising out of the Excluded Assets;


 


(iii)
any Liabilities for (A) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any taxable period (or any
portion thereof) ending on or prior to the Closing Date and (B) any other Taxes of Seller (other than Taxes allocated to Buyer under
Section 5.04) for any taxable period;


 


For
purposes of this Agreement: (i) “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 (ii) “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.


 




    	 



    	 



    

 


Section
1.04 Purchase Price. The aggregate purchase price for the Purchased Assets shall be Two Hundred Ten Thousand (210,000) shares
of Buyer’s Common Stock upon the terms and conditions described herein (the “Shares”), plus the assumption of
the Assumed Liabilities (the “Purchase Price”). The Shares shall be issued to Seller upon the closure of this transaction.
Further buyer shall register a minimum of 42,000 of the shares upon the filing of the buyers next S-1.


 


Section
1.05 Non-Assignable Assets.


 


(a)
Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a sale, assignment or transfer of any
Purchased Asset if such sale, assignment or transfer: (i) violates applicable Law; or (ii) requires the consent or waiver of a Person
who is not a party to this Agreement or an Affiliate of a party to this Agreement and such consent or waiver has not been obtained prior
to the Closing.


 


(b)
Following the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any
such required consent or waiver, or any release, substitution or amendment required to novate all Liabilities under any and all Assigned
Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to
such arrangements, so that, in any case, Buyer shall be solely responsible for such Liabilities from and after the Closing Date; provided,
however, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, waiver, release, substitution
or amendment is obtained, Seller shall sell, assign and transfer to Buyer the relevant Purchased Asset to which such consent, waiver,
release, substitution or amendment relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection
with such sale, assignment or transfer shall be paid by Buyer in accordance with Section 5.04.


 


(c)
To the extent that any Purchased Asset or Assumed Liability cannot be transferred to Buyer pursuant to this Section 1.06, Buyer and Seller
shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide
to the parties the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Purchased
Asset and/or Assumed Liability to Buyer as of the Closing. Buyer shall, as agent or subcontractor for Seller, pay, perform and discharge
fully the liabilities and obligations of Seller thereunder from and after the Closing Date. To the extent permitted under applicable
Law, Seller shall, at Buyer’s expense, hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and
other monies received by Seller from and after the Closing Date, to the extent related to such Purchased Asset in connection with the
arrangements under this Section 1.05. Seller shall be permitted to set off against such amounts all direct costs associated with the
retention and maintenance of such Purchased Assets.


 




    	 



    	 



    

 


Section
1.06 Upon Closing, Buyer shall immediately move forward with transferring the OMMA processing license to its name. Seller shall
execute, acknowledge and deliver such other documents, instruments and certificates as Buyer may reasonably require for the consummation
of the transactions contemplated by this Agreement, including the provision of complete account information for all company accounts,
and, importantly, any operating agreement needed to submit to the OMMA for the purpose of effecting the transfer of any Licenses to reflect
the Company’s new membership. Notwithstanding anything contained herein, Buyer shall indemnify and hold Seller and any license
holder harmless for any actions, fines, attorney fees, costs, lawsuits and damages, regardless of nature. This shall include Seller and
its license holder(s) selecting their own counsel and Buyer paying all attorney’s fees and costs. Seller will make existing OMMA
license available at no additional charge for the conduct of business until the transfer of the license is complete.


 


ARTICLE
II


Closing


 


Section
2.01 Closing. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this
Agreement (the “Closing”) shall take place at the offices of Seller or remotely by exchange of documents and signatures
(or their electronic counterparts), simultaneously with the execution of this Agreement, or at such other time or place or in such other
manner as Seller and Buyer may mutually agree upon in writing. The date on which the Closing is to occur is herein referred to as the
“Closing Date.”


 


Section
2.02 Closing Deliverables.


 


(a)
At the Closing, Seller shall deliver to Buyer the following:


 


(i)
a bill of sale in the form of Exhibit B attached hereto (the “Bill of Sale”) and duly executed by Seller, transferring
the Tangible Personal Property included in the Purchased Assets to Buyer;


 


(ii)
an assignment and assumption agreement in the form of Exhibit C attached hereto (the “Assignment and Assumption Agreement”)
and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities;


 


(iii)
such other customary instruments of transfer or assumption, filings or documents, in form and substance reasonably satisfactory to Buyer,
as may be required to give effect to the transactions contemplated by this Agreement; and


 


(b)
At the Closing, Buyer shall deliver to Seller the following:


 


(i)
the Purchase Price;


 


(ii)
the Assignment and Assumption Agreement duly executed by Buyer;


 


(iii)
a certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer,
which authorize the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of
the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement
and the other Transaction Documents; and


 




    	 



    	 



    

 


ARTICLE
III


Representations
and warranties of seller


 


Except
as set forth in the Disclosure Schedules, Seller represents and warrants to Buyer that the statements contained in this Article III are
true and correct as of the date hereof.


 


Section
3.01 Organization and Authority of Seller. Seller is a company duly organized, validly existing and in good standing under the
Laws of the State of Oklahoma. Seller has all necessary 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 the Transaction
Documents constitute legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’
rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


Section
3.02 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
breach any provision of the certificate of organization or operating agreement of Seller; (b) violate or breach any provision of any
Law or Governmental Order applicable to Seller, the Business or the Purchased Assets; (c) require the consent, notice or other action
by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any Assigned Contract;
or (d) except for Buyer qualifying for Seller’s processors license, require any consent, permit, Governmental Order, filing or
notice from, with or to any Governmental Authority by or with respect to Seller in connection with the execution and delivery of this
Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, in the
cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice
would not have a Material Adverse Effect and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice
which, in the aggregate, would not have a Material Adverse Effect. For purposes of this Agreement: (i) “Law” means
any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law or other requirement or rule of law of any
Governmental Authority; (ii) “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation,
determination or award entered by or with any Governmental Authority; (iii) “Person” means an individual, corporation,
partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other
entity; and (iv) “Material Adverse Effect” means any event, occurrence, fact, condition or change that is materially
adverse to the business, results of operations, financial condition or assets of the Business, taken as a whole.


 




    	 



    	 



    

 


Section
3.03 Title to Tangible Personal Property. Seller has good and valid title to all Tangible Personal Property included in the Purchased
Assets, free and clear of any lien, charge, claim, pledge, security interest or other similar encumbrance (each, an “Encumbrance”),
except for: (a) liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures; (b) mechanics’,
carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business; (c) liens
arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary
course of business; and (d) other imperfections of title or Encumbrances, if any, that would not have a Material Adverse Effect.


 


Section
3.04 Sufficiency of Assets. The Purchased Assets are sufficient for the continued conduct of the Business after the Closing in
substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct
the Business as currently conducted.


 


Section
3.05 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
3.06 No Other Representations and Warranties. Except for the representations and warranties contained in this Article III (including
the related portions of the Disclosure Schedules), neither Seller nor any other Person has made or makes any other express or implied
representation or warranty, either written or oral, on behalf of Seller, including any representation or warranty as to the accuracy
or completeness of any information, documents or material regarding the Business and the Purchased Assets furnished or made available
to Buyer and its Representatives in any form (including any information, documents, or material or any management presentations made
in expectation of the transactions contemplated hereby), or as to the future revenue, profitability, or success of the Business, or any
representation or warranty arising from statute or otherwise in Law. For purposes of this Agreement, “Representative”
means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants
and other agents of such Person.


 


ARTICLE
IV


Representations
and warranties of buyer


 


Buyer
represents and warrants to Seller that the statements contained in this Article IV 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 Nevada. Buyer has all necessary 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 the Transaction Documents
constitute legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms, except
as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’
rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


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
breach any provision of the certificate of incorporation or by-laws of Buyer; (b) violate or breach any provision of any Law or Governmental
Order applicable to Buyer; (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute
a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental
Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and
delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby;
except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent
or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and,
in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a
material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.


 


Section
4.03 Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer that challenge
or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.


 


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.


 


Section
4.05 Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business and
the Purchased Assets. Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the
transactions contemplated hereby, Buyer has relied solely upon its own investigation and the express representations and warranties of
Seller set forth in Article III of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor
any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as
expressly set forth in Article III of this Agreement (including the related portions of the Disclosure Schedules).


 




    	 



    	 



    

 


ARTICLE
V


Covenants


 


Section
5.01 Public Announcements. Unless otherwise required by applicable Law, no party to this Agreement shall make any public announcements
in respect of this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent
shall not be unreasonably withheld, conditioned or delayed), and the parties shall cooperate as to the timing and contents of any such
announcement. It is understood by both parties that an announcement regarding this transaction will be made public upon completion of
the S-1 that is in process. It is also understood that this purchase may be considered material and as such will be included in the S-1
that will eventually become public.


 


Section
5.02 Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws
of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.


 


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


 


Section
5.04 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates
to, execute and deliver such additional documents, instruments, conveyances and assurances 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


Indemnification


 


Section
6.01 Indemnification by Seller. Subject to the other terms and conditions of this Article VI, Seller shall indemnify Buyer against,
and shall hold Buyer harmless from and against, any and all losses, damages, liabilities, deficiencies, Actions, judgments, interest,
awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”),
incurred or sustained by, or imposed upon, Buyer 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;


 


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


 


(c)
any Excluded Asset or any Excluded Liability.


 




    	 



    	 



    

 


Section
6.02 Indemnification by Buyer. Subject to the other terms and conditions of this Article VI, Buyer shall indemnify Seller against,
and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising
out of or with respect to:


 


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


 


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


 


(c)
subject to Seller’s obligations in Section 6.02, any Assumed Liability.


 


Section
6.03 Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall promptly
provide written notice of such claim to the Indemnifying Party. Such notice by the Indemnified Party shall: (a) describe the claim in
reasonable detail; (b) include copies of all material written evidence thereof; and (c) indicate the estimated amount, if reasonably
practicable, of the Loss that has been or may be sustained by the Indemnified 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, subject to the Indemnifying Party’s right to control the defense thereof. 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. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any claim, including:
(i) making available (subject to the provisions of Section 5.01) records relating to such claim; and (ii) furnishing, without expense
(other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as
may be reasonably necessary for the preparation of the defense of such claim. The Indemnifying Party shall not settle any Action without
the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).


 


Section
6.04 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the
parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.


 


Section
6.05 Exclusive Remedies. The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims
for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject
matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI. In furtherance of the foregoing,
each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of
any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this
Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under
or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VI.


 




    	 



    	 



    

 


ARTICLE
VII


Miscellaneous


 


Section
7.01 Expenses. Except as otherwise expressly provided herein (including Section 5.03 hereof), 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
7.02 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.
Such communications must be 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 7.02):


 


	If
    to Seller:	Hall
    & Ludlam, PLLC
	 	210
    Park Ave, Suite 3001
	 	OKC,
    OK 73102
	 	 
	If
    to Buyer:	Agro
    Capital Inc
	 	2620
    Regatta Dr Suite 102
	 	Las
    Vegas, NV 8912
	 	Attn:
    Ted Hicks
	with
    a copy to:	Overman
    Legal Group, PLLC,
	(which
    shall not 	Attn:
    Justin R. Williams
	 constitute notice)	809
    NW 36th Street
	 	Oklahoma
    City, OK 73118 


 


Section
7.03 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
7.04 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
7.05 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 representations,
warranties, 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, the Exhibits 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
7.06 Successors and Assigns; Assignment. This Agreement is binding upon and inures to the benefit of the parties hereto and their
respective successors and permitted assigns. Neither party may assign any of its rights or obligations hereunder without the prior written
consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Any purported assignment in violation
of this Section shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder.


 


Section
7.07 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; nor shall any single or partial exercise of any right or remedy hereunder preclude
any other or further exercise thereof or the exercise of any other right or remedy.


 


Section
7.08 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.


 


(a)
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Oklahoma. Any legal suit, action,
proceeding or dispute arising out of or relating 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 Oklahoma in each
case located in Oklahoma County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action,
proceeding or dispute.


 




    	 



    	 



    

 


(b)
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE OF THE
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT
OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY;
AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


 


Section
7.09 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 facsimile, 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.


 


Section
7.10 Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon,
arising out of or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against
the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with
respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate,
agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted
assigns, shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim, action,
suit or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.


 




    	 



    	 



    

 


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.


 


	 	Primo
    Laboratories, LLC
	 	 	 
	 	By	/s/
    Russell Kim
	 	Russell
    Kim, Managing Member
	 	 	 
	 	Agro
    Capital Management Corp
	 	 	 
	 	By	/s/
    Scott Benson
	 	Scott
    Benson, CEO