Exhibit 10.12


 





ASSET PURCHASE AGREEMENT


 


THIS ASSET PURCHASE AGREEMENT (the "APA")
is made as of July 22, 2015, by and between Globe Photos, Inc., a New York corporation having its principal place of business
at 24 Edmore Lane South, West Islip, NY 11795 ("Seller"), and Capital Art, Inc., a Delaware corporation having
its principal place of business at 6445 South Tenaya Way, B-130, Las Vegas, Nevada 89113 ("Buyer").


 


WHEREAS, Seller is engaged in the business
of producing, publishing, owning, licensing, buying, and selling photographs (the "Business"); and


 


WHEREAS, Seller has agreed to sell to Buyer,
and Buyer has agreed to purchase from Seller, certain assets of the Business, subject to the terms and conditions stated herein.


 


NOW, THEREFORE, in consideration of the
respective representations, warranties, and covenants set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


1.       SALE AND TRANSFER OF ASSETS 


 


Subject to the terms and conditions hereinafter
set forth, including all Closing Conditions (as hereinafter defined), Seller hereby sells, assigns, transfers, and conveys to Buyer,
and Buyer hereby purchases, acquires, and accepts from Seller, all of Seller's right, title, and interest in and to the following
assets of Seller, free and clear of all liens (collectively, Sections 1.1 through 1.10 below comprising the "Transferred
Assets"):


 


1.1Digital Photographs. All
digital photographs (in any form) owned by, or otherwise in the possession of, Seller (including any wholly-owned subsidiaries
of Seller), consisting of approximately three million (3,000,000) high-resolution image files (collectively, the "Digital
Photographs"), including a full backup of Seller's Cumulus digital asset management data files for such Digital Photographs.


 


1.2Tangible Photographs. All tangible/physical
photographs (in any form or medium, including prints, contact sheets, negatives, and transparencies) owned by, or otherwise in
the possession of, Seller (including any wholly-owned subsidiaries of Seller), including, but not limited to, all of the
contents of Seller's three rented storage units in West Islip (the "Storage Units")(collectively, the "Tangible
Photographs", and, together with the Digital Photographs, the "Photographic Assets").


 


1.3Photographic Asset Records. All existing
agreements and/or records in Seller's possession (including any wholly-owned subsidiaries of Seller) relating to Seller's creation,
acquisition, ownership, possession, sale, disposition, or destruction of the Photographic Assets (the "Photographic Asset
Records").


 


1.4Copyrights. All copyrights (worldwide,
whether registered or unregistered, and as further set out in detail in the Bill of Sale and Assignment of Intellectual Property
agreement attached hereto to be executed in connection with this APA (the "IP Assignment”) owned by Seller (including
any wholly-owned subsidiaries of Seller) in the Photographic Assets (the "Copyrights"), including, but not limited
to, work-for-hire Images commissioned by Seller, and Images for which Seller purchased an assignment of copyright rights from the
original or prior rights holder, both as further identified in Schedule 1 hereto.


 


1.5Trademarks. All trademarks/service
marks (worldwide, whether registered or unregistered, with all associated good will, and as further set out in detail in
the IP Assignment) owned by Seller (including any wholly-owned subsidiaries of Seller) (the "Trademarks"), including,
but not limited to: (a) marks and trade names created and owned by Seller through Seller's own use or registration, including,
but not limited to, the "Globe Photos" name and logo; and (b) marks and trade names for which Seller purchased an assignment
of trademark rights from the original or prior rights holder both as further identified in Schedule 2 hereto.




 






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1.6Domain Names and Websites.
All domain names owned by/registered to Seller (including any wholly-owned subsidiaries of Seller), including the globephotos.com
domain (the "Domain Names"), and all current website content assets (e.g., code, graphics, etc.) sufficient to
allow Buyer to maintain the site(s) (the "Seller Website(s)") while the business is transitioned, with interim
website hosting to be handled as set forth in Section 2.3 below.


 


1.7Customer Lists. All of
Seller's customer lists (including all contact information) and sales history (and including those of any wholly-owned subsidiaries
of Seller).


 


1.8Press Credentials. The
assignment/use (to the fullest extent permissible) of Seller's media/press credentials (and including those of any wholly-owned
subsidiaries of Seller).


 


1.9Content Provider Agreements.
The assignment of all Seller photographer agreements, content provider agreements, and model/property release agreements (including
those of any wholly-owned subsidiaries of Seller)(the "Content Provider Agreements") to Buyer (to the fullest
extent permissible), with the understanding that Buyer shall not be deemed to assume any of Seller's obligations under any such
Content Provider Agreement unless and until Buyer has fully assumed all of Seller's rights under such agreement, and with the further
understanding that Seller shall continue to remit, and shall remain liable for, any upstream photographer/content provider royalties
that are owed on any final outstanding sales receivables Seller finishes collecting following the Closing (as defined below).


 


1.10Subagent Agreements. The
assignment of Seller's subagent agreement with Zuma Press to Buyer. The parties explicitly agree that Buyer shall not accept
assignment of Seller's subagent agreements with Image Collect and Picture Desk, it being the intention of the parties that Seller
terminate both such subagent agreements within sixty (60) days following the Closing (as defined below); however, Buyer's failure
to terminate such subagent agreements shall not serve as a material breach of this APA, and Buyer's sole remedy for Seller's failure
to discharge this intended obligation shall be the Purchase Price (as defined below) adjustments contained in Section 4.1.3 below.
Seller represents to Buyer that these three (3) subagent agreements are the only active, binding subagent agreements entered into
by Seller (or any wholly-owned subsidiaries of Seller).


 


1.11Delivery
of Transferred Assets. At or prior to the closing of the transactions contemplated herein (the "Closing"),
or at a reasonable time thereafter, Seller shall deliver to Buyer all of the Transferred Assets. The parties hereto
agree that, after the Closing, Buyer may opt to continue to temporarily house the Tangible Photographs, any Photographic Asset
Records, and any related Transferred Assets at Seller's Storage Units, in keeping with the provisions of Section 2.2 below. In
connection with the transfer of the Trademarks to Buyer, Buyer agrees to amend its corporate name in all jurisdictions to a name
that does not include the words "Globe Photos" or any derivative or variation thereof, and transfer/ surrender any D/B/A
or fictitious business name filings to/in favor of Buyer, so that Buyer may fully utilize the corporate and trade name "Globe
Photos" (although Buyer acknowledges that Seller may continue to do business under the name "Globe Photos" for
a reasonable period of time, not to exceed ninety (90) days following the Closing, solely for the purpose of winding up its affairs
and collecting any relevant accounts receivables).


 


2.       ASSUMPTION/RETENTION OF LIABILITIES AND OBLIGATIONS


 


It is understood and agreed by the parties
hereto that the Transferred Assets are being sold, conveyed, transferred, and assigned to Buyer at the Closing free and clear of
all liens, charges, encumbrances, debts, and liabilities whatsoever, except those to be specifically assumed by Buyer, and it is
further understood and agreed by the parties that Buyer does not assume, accept, or undertake any obligations, duties, debts, or
liabilities of any kind whatsoever pursuant to this Agreement or otherwise (including, but not limited to, accounts payable of
Seller), except that Buyer hereby assumes and agrees to discharge the following liabilities or obligations of Seller from and after
the Closing Date (as hereinafter defined):




 






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2.1Return of Tangible Photographs. With respect
to any Tangible Photographs that are not owned by Seller, and for which Seller owes a contractual obligation to return such materials
to their owners upon rightful demand, Buyer shall acquire these Tangible Photographs subject to such obligation to return, and
Buyer shall return such materials to their owners upon their rightful demand. Schedule 3 attached hereto is a list of persons who
previously demanded such return, and Buyer will make commercially reasonable efforts to return such materials.


 


2.2Treatment of Storage Units. Pursuant to the
letter of intent executed by the parties in anticipation of the transactions contemplated herein (the "LOP'): (a) the
parties have restricted access to the Storage Units and their contents, pending the Closing, by jointly placing two locks on each
Storage Unit, each party only controlling one such lock, and neither party being able to access each Storage Unit without the other
party's consent and cooperation; and (b) Buyer has agreed to reimburse Seller for all rental fees paid by Seller to its landlord
for the rental of the Storage Units during this period of joint restricted access. If the Transferred Assets have not been removed
from Seller's Storage Units at Closing, then upon the Closing: (a) Seller shall remove its locks and grant Buyer sole and unrestricted
access to the Storage Units and their Transferred Asset contents (provided that Buyer shall make appropriate arrangements should
Seller need to remove any remaining personal effects); and (b) Buyer shall continue to reimburse Seller for all rental fees paid
by Seller to its landlord for the rental of the Storage Units during this period, until such date that Buyer has removed all Transferred
Assets from the Storage Units or that Buyer has entered into a new, ongoing rental arrangement for the Storage Units directly with
such landlord in Buyer's own name, such period not to exceed seven (7) days without Seller's further approval.


 


2.3Treatment of Website Hosting. Upon the Closing,
Buyer shall begin making arrangements to transfer hosting of the Seller Website(s) to a host of Buyer's own choosing. Until such
transfer is complete, Buyer agrees to reimburse seller for all hosting fees paid by Seller to its host for the Seller Website(s)
during this period, until such date that Buyer has entered into a new, ongoing host arrangement for the Seller Website(s) in Buyer's
own name, such period not to exceed thirty (30) days without Seller's further approval.


 


2.4Assigned Credentials/Agreements. Following
the Closing and the successful assignment/transfer to Buyer of the relevant credentials and agreements identified in Sections 1.8
through 1.10 above, Buyer shall assume Seller's obligations under such credentials and agreements under the terms discussed in
such Sections.


 


2.5No Other Liabilities. Except as otherwise noted
above, Buyer shall not assume, and shall not be responsible for the payment, performance, or discharge of, any liability or obligation
(whether known or unknown, absolute or contingent, liquidated or unliquidated, or due or to become due, and whether claims with
respect thereto are asserted before or after the Closing) of Seller, including, but not limited to, any liabilities or obligations
arising under contracts or agreements that were not disclosed to Buyer prior to the Closing (including, but not limited to, all
contracts or agreements with customers of Seller), and under Seller's subagent agreements with Image Collect and Picture Desk,
the assignment of which are specifically excluded in Section 1.10 above (all such liabilities listed in this paragraph being hereinafter
referred to as the "Retained Liabilities").


 


3.       CLOSING


 


The Closing shall take
place on July 22, 2015 (or on some other date to be mutually agreed by the parties hereto), but only if all deliveries required
of the parties by that date under this APA can be, and are, made as of that date, and all Closing Conditions (as hereinafter
defined) can be, and are, met as of that date (the date of the Closing being referred to herein as the "Closing Date").




 






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4.       PURCHASE PRICE AND ALLOCATION


 


4.1Purchase Price. The aggregate purchase
price for the Transferred Assets shall be Four Hundred Thousand Dollars ($400,000) (the "Purchase Price"), consisting
of the following:


 


4.1.1 Deposit. A deposit of Ten
Thousand Dollars ($10,000) in cash (the "Deposit"), already paid to Seller in connection with the execution of
the LOI and the receipt of which Seller herein acknowledges.


 


4.1.2 Cash at Closing. Sixty
Thousand Dollars ($60,000) in cash (the "Cash at Closing"), to be paid to Seller at the Closing via wire transfer
or certified/cashier's check.


 


4.1.3 Stock. One Hundred and Fifty Thousand
Dollars ($150,000) in Capital Art, Inc. common stock (the "Capital Stock"), to be transferred to Seller sixty
(60) days after the Closing, provided that, by such date, Seller has successfully terminated both the Image Collect and Picture
Desk subagent agreements (as discussed in Section 1.10 above); should Seller fail to terminate the Image Collect subagent agreement
by such date, Buyer shall readjust the Purchase Price by reducing the amount of Capital Stock to be transferred to Seller on such
date by Thirty Thousand Dollars ($30,000), and/or should Seller fail to terminate the Picture Desk subagent agreement by such date,
Buyer shall readjust the Purchase Price by reducing the amount of Capital Stock to be transferred to Seller on such date by Ten
Thousand Dollars ($10,000), and such reductions shall serve as Buyer's sole remedy for Seller's failure to discharge this condition
of the APA. As a form of liquidity protection, Seller shall have the following limited put options in connection with the Capital
Stock transferred herein (the "Put Options"): beginning eighteen (18) months after the Closing, Seller shall have
up to fifteen (15) successive monthly options, upon no less than thirty (30) days' notice each, to require Buyer to repurchase
from Seller up to one fifteenth (1115th) of the shares of Capital Stock in Seller's possession that were granted herein, at a price
per share equal to the market price per share on the effective date of the original share transfer to Seller. Exercise of any Put
Option is not conditioned upon exercise of any prior Put Option, it being understood that the intent is that each Put Option is
separate and apart from the other Put Options.


 


4.1.4 Cash Reserve. One Hundred
and Eighty Thousand Dollars ($180,000) in cash (the "Cash Reserve"), to be held in reserve by Buyer against Seller's
full performance of, and compliance with, all terms and conditions, representations and warranties, and indemnification obligations
of the APA, and released to Seller at the rate of Ten Thousand Dollars ($10,000) per month, beginning thirty (30) days after the
Closing.


 


4.2Purchase Price Adjustments and
Set-Off. The Purchase Price may be reduced if, and in the amount by which, Buyer ultimately pays or otherwise satisfies:
(a) any claim by any creditor of Seller that is or would become an obligation of Buyer, provided that any such claim is either
approved as valid by Seller, or is otherwise judicially determined to be valid (and provided that Seller shall be responsible
for all of Buyer's costs associated with such judicial determination in the case that it confirms the claim's validity); (b) any
unpaid tax, penalty, and/or interest thereon owed by Seller to any taxing authority, provided that any such amount is either approved
as valid by Seller, or is otherwise administratively or judicially determined to be valid (and provided that Seller shall be responsible
for all of Buyer's costs associated with such administrative or judicial determination in the case that it confirms the amount's
validity); and/or (c) any other claims for which Seller is responsible for indemnifying Buyer under the APA. In addition to any
other rights or remedies Buyer may have, any unpaid portion of the Cash Reserve, and any unpaid proceeds from the timely exercise
of Seller's Put Options, may be used by Buyer to set off any liabilities or losses accruing to Buyer by reason of a final judicial
determination that Seller is in breach of the terms and conditions, representations and warranties, or indemnification obligations
of the APA, and that Buyer has suffered damages as a result, but only to the extent of such damages (and provided that Seller
shall be responsible for all of Buyer's costs associated with such judicial determination in the case that it confirms
Seller's breach), and provided that, once Buyer has notified Seller of any such claimed liabilities or losses, any unpaid portions
of the Cash Reserve, and any unpaid proceeds from the timely exercise of Seller's Put Options, may be temporarily held in abeyance
by Buyer pending the outcome of such final judicial determination, but only to the extent of the claimed damages.


 






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4.3Allocation of Purchase Price. The Purchase
Price shall be allocated One Hundred Percent (100%) to intangibles.


 


5.       REPRESENTATIONS AND WARRANTIES OF SELLER


 


As an inducement to Buyer to enter into this
APA and to consummate the transactions contemplated herein, Seller represents and warrants as follows:


 


5.1Organization, Good Standing, Etc.
Seller is a corporation duly organized, validly existing, and in good standing under the laws of the state of its incorporation.
Seller is qualified to do business in its state of incorporation and all other jurisdictions in which its ownership of property
or conduct of its business requires it to so qualify. Seller has the power and the authority, and all licenses and permits required
by governmental authorities, to own and operate its properties, and to carry on its business as now being conducted.


 


5.2Corporate Power. Seller
has the corporate power and authority to execute and perform this APA, and all other agreements to be entered into in connection
with the transactions contemplated hereby.


 


5.3Due Authorization. The
execution, delivery and performance of this APA, and all other agreements to be entered into in connection with the transactions
contemplated hereby, have been, or, prior to the Closing, will be, duly authorized by the Board of Directors of Seller and by all
necessary corporate action, and by thirty (30) days after the Closing, will be duly authorized by the shareholders of Seller, and
do not: (a) result in the creation of any lien upon any of the Transferred Assets; (b) require any authorization, consent, approval,
exemption, or other action by, or notice to, or filing with, any third party, court, or other governmental body; or (c) conflict
with, or result in any breach of, any of the provisions of, constitute a default under, result in a violation of, or give any third
party the right to terminate or to accelerate any obligation under, any provisions of the Certificate of Incorporation or Bylaws
of Seller, or any other agreement, instrument, law, or regulation to which Seller is a party, or by which Corporate Seller is bound.


 


5.4Valid and Binding Nature.
This APA, and all other instruments delivered by Seller in connection herewith, are legal, valid, and binding instruments of Seller,
enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by laws affecting the
enforcement of creditors' rights, generally.


 


5.5Title to Property. Seller
is the owner of, and has good, valid, and marketable title to, the Transferred Assets, free and clear of all mortgages, liens,
encumbrances, and charges of any kind whatsoever, except as set forth in the APA. This includes the full, undivided, worldwide
intellectual property rights in all Copyrights and Trademarks included in the Transferred Assets. Seller is delivering to Buyer
good and marketable title to the Transferred Assets, free and clear of all liens, except as set forth in the APA.


 


5.6No Customer Contracts. Seller
has not entered into any ongoing contracts, agreements, or commitments with customers of Seller that may give rise to any post-Closing
liability for, or obligations on behalf of, Buyer, including, but not limited to, obligations regarding unfilled orders, or liability
for representations or warranties Seller made to such customers.


 


5.7No Lawsuits. There is
no action, suit, litigation, or proceeding pending, or to the knowledge of Seller, threatened, against or relating to the Transferred
Assets, nor does Seller know of any basis for any such action, or of any governmental investigation relating to the Transferred
Assets.


 


5.8No Injunctions, Etc. There
does not exist any order, writ, injunction, or decree that has been issued by, or requested of, any court or governmental agency
that may result in any material adverse change in the business of Seller.




 






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5.9All Assets Used in Business. The Transferred
Assets being sold and conveyed to Buyer hereunder constitute all of the assets that are utilized, necessary, or desirable for the
operation of the Business as currently conducted and as currently proposed to be conducted. The Tangible Photographs are taken
in "as is" condition.


 


5.10   No Infringement.


 


(a)Within Section 1 of this APA,
the attached Schedules, and/or the other materials provided to Buyer in connection with the transfer of the Transferred Assets,
Seller has, to Seller's knowledge, disclosed to Buyer a complete and correct identification/list of all Copyrights and Trademarks
owned by Seller, all Domain Names owned by/registered to Seller, and all Content Provider Agreements wherein Seller is a licensee
of any intellectual property rights within the Photographic Assets.


 


(b)Seller owns and possesses all right,
title, and interest in (free and clear of any and all encumbrances), to the Copyrights, Trademarks, and Domain Names (collectively,
"IP"), and, to Seller's knowledge, no claim by any third party contesting the validity, enforceability, use, or
ownership of any of the IP is currently outstanding or threatened.


 


(c)Seller owns or has a valid right to
use all Photographic Assets and IP in the operation of Seller's business as currently conducted.


 


(d)To Seller's knowledge, except as otherwise
discussed in Section 2.1 above, no loss or expiration of any Photographic Assets or IP is pending, reasonably foreseeable, or threatened.


 


(e)Seller has not received
any notices of, nor is it aware of any facts which indicate a likelihood of, any infringement or misappropriation by, or
conflict with, any third party with respect to the Photographic Assets or IP including, without limitation, any demand or request
that Seller license rights from a third party.


 


(f)To Seller's knowledge, neither the Photographic
Assets nor the IF, has infringed, misappropriated, or otherwise come into conflict with any rights of any third parties,
and Seller is not aware of any infringement, misappropriation, or conflict that may occur as a result of the continued operation
of Seller's business as currently conducted.


 


(g)Other than as disclosed within Section
1 of this APA, the attached Schedules, and/or the other materials provided to Buyer in connection with the transfer of the Transferred
Assets, Seller has not entered into any agreements, settlements, or consents pertaining to the Photographic Assets or IP, and has
not granted any license or other right that does or that will, subsequent to the Closing, permit or enable anyone other than Buyer
to use any of the Photographic Assets or IP.


 


(h)To Seller's knowledge, no current or
former employee, stockholder, officer, director, consultant, affiliate, or independent contractor of or to Seller has any claim
or interest in, or with respect to, any of the Photographic Assets or IP owned by Seller.


 


(i)Seller has not,
within the last two (2) years, given any notice to any individual or entity asserting infringement (or related claims) by such
individual or entity of any of the Photographic Assets or IP.


 


(j)All IP to be assigned by Seller is,
or shall be, properly assigned or licensed at the time Seller assigns such rights to Buyer.


 


5.11No Taxes. There are no
liens for any Federal, state, county, or local franchise,income, excise, property, business, sales, commercial rent, employment,
or other taxes upon the Transferred Assets, except for current taxes not yet due. Seller has filed all Federal, state, county,
and local franchise, income, excise, property, business, sales, commercial rent, employment, and other tax returns that are required
to be filed through the Closing Date, and has paid or made arrangements to pay all taxes that have become due pursuant to such
returns. Seller covenants and agrees that, by the Closing or promptly following the Closing, Seller shall pay all Federal, state,
county, or local franchise, income, excise, property, business, sales, commercial rent, employment, or other taxes (including penalties
and interest thereon) owed by Seller for which Buyer might have transferee liability, and Seller shall file all necessary returns
and petitions required of it in connection therewith, both so as to release Buyer from any transferee liability with respect to
any such taxes.




 






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5.12Disclosure. Neither this Agreement, nor any
of the schedules, exhibits, or certificates delivered in connection herewith, contain any untrue statement of a material fact,
or omit a material fact necessary to make the statements contained herein or therein not misleading. There is no fact that Seller
has not disclosed to Buyer in this APA and the schedules attached hereto, and of which any of its officers, directors, or executive
employees is aware, that has had, or would reasonably be anticipated to have, a material adverse effect on any of the Transferred
Assets, except that Seller makes no representation as to what action, if any, Seller's contributing photographers may take.


 


5.13Related Party Transactions. Seller does
not have any direct or indirect interest of any kind in, does not control, and is not a director, officer, employee, or
partner of, or consultant to, or lender to, or borrower from, or does not have the right to participate in the profits of,
any business that is: (a) a competitor, supplier, customer, landlord, tenant, creditor, or debtor of Seller; (b) engaged in a
business related to the business of Seller; (c) participating in any transaction to which Seller is a party; or (d) a party
to any contract, agreement, indenture, note, bond, loan, instrument, lease, conditional sale contract, mortgage, license,
franchise, insurance policy, commitment, or other arrangement or agreement with Seller.


 


5.14No Undisclosed Liabilities. Except as otherwise
disclosed to Buyer within this APA and its schedules or exhibits: (a) Seller has no liabilities of any kind relating
to the assets being sold to Buyer, and, to Seller's knowledge, there is no basis for the assertion of any claim or liability of
any nature against Seller relating to such assets; and (b) Seller has no indebtedness to creditors that Seller will not discharge
following the Closing, using the proceeds from the Purchase Price or otherwise,


 


5.15Employment Agreements. Seller is not now,
and has never been, a party to any employment, compensation, consulting, severance, or indemnification agreement, or any other
agreement, with a present or former employee or independent contractor of Seller, that provides for severance payments or stay
bonuses contingent upon a change in control of Seller, or upon a sale of its business or any of its assets. All employees
of Seller are at-will employees. Seller has, prior to Closing, presented Buyer with a copy of any and all agreements
it has with employees and independent contractors, if any, related to any and all matters, including, but not limited to,
confidentiality, assignment of work product and/or work-for-hire, intellectual property, or any other matter.


 


5.16Employees. Seller, and each of its officers
and employees, is in compliance with, and there is no claim pending against Seller or any of its officers or employees, or any
basis therefore, with respect to, all currently applicable laws respecting employment and employment practices, terms and conditions
of employment, and wages and hours, including, without limitation, all applicable laws, rules, and regulations relating to employment
discrimination, harassment, unfair labor practices, or wrongful discharge.


 


5.17Financial Information. Seller has delivered
to Buyer copies of certain financial information related to its business (the "Financial Information"). The Financial
Information presents fairly in all material respects the results of the operations of the Business, and is consistent with
the books and records of Seller.


 


6.       REPRESENTATIONS AND WARRANTIES OF BUYER


 


As an inducement to Seller to enter into this
APA and to consummate the transactions contemplated herein, Buyer represents and warrants as follows:


 


6.1Organization, Good Standing, Etc.
Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the state of its incorporation.
Buyer has the power and the authority, and all licenses and permits required by governmental authorities, to own and operate its
properties, and to carry on its business as now being conducted.




 






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6.2Corporate Power. Buyer has the corporate power
and authority to execute and perform this APA, and all other agreements to be entered into in connection with the transactions
contemplated hereby.


 


6.3Due Authorization. The execution, delivery,
and performance of this APA, and all other agreements to be entered into in connection herewith, have been, or, prior to the Closing,
will be, duly authorized by all necessary corporate action, and do not violate or conflict with any provisions of the Certificate
of Incorporation or Bylaws of Buyer, or any other agreement, instrument, law, or regulation to which Buyer is a party, or by which
Buyer is bound.


 


6.4Valid and Binding Nature. No approval or authorization
of this APA, or any other agreement to be entered into in connection with the transactions contemplated by this APA, is required,
by law or otherwise, in order to make this APA, or any other agreements entered into in connection herewith, binding upon Buyer.
Upon the execution and delivery of this APA, and any other agreements in connection herewith by Buyer, such agreements will constitute
legal, valid, and binding obligations of Buyer, enforceable in accordance with their respective terms, except as the enforceability
thereof may be limited by laws affecting the enforcement of creditors' rights, generally.


 


7.       COVENANTS 


 


7.1Conduct of the Business Pending the Closing.
Seller covenants and agrees that during the period commencing on the date hereof and ending on the Closing Date: (a) except with
the prior written consent of Buyer, Seller shall conduct the Business only in the ordinary course, consistent with past practice;
and (b) except with the prior written consent of Buyer, Seller shall not, in relation to the Business: (i) make any commitment
to make any capital expenditures; (ii) dispose of any of the Transferred Assets; or (iii) execute, amend, or terminate any customer
contracts.


 


7.2Further Assurances.
Subject to the terms and conditions of this APA, each party will use its commercially reasonable efforts to take, or cause
to be taken, all actions, and to do, or cause to be done, all things, necessary or desirable under applicable laws
and regulations to consummate the transactions contemplated by this APA, both prior to, and after, the Closing. Seller will assist
Buyer after the Closing as reasonably necessary with any transition issues that arise. Seller and Buyer each agree to execute
and deliver such other documents, certificates, agreements, and other writings, and to take such other actions, as may be necessary
or desirable in order to consummate or implement expeditiously the transactions contemplated by this APA and to vest in
Buyer good and marketable title to the Transferred Assets.


 


7.3Certain Filings. Seller and Buyer shall cooperate
with each other: (a) in determining whether any action by, or in respect of, or filing with, any governmental body, agency, official,
or authority is required, or any actions, consents, approvals, or waivers are required to be obtained from parties to any material
contracts, in connection with the consummation of the transactions contemplated by this APA; and (b) in taking any such actions
or making any such filings, furnishing information required in connection therewith, and seeking timely to obtain any such actions,
consents, approvals, or waivers.


 


7.4Non-Solicit. Seller covenants and agrees that
for eighteen (18) months following the Closing, Seller will not, directly or indirectly (including through its directors, officers,
or principal executives, and including such persons after the dissolution of Seller), solicit any photographers, content providers,
or subagents assigned to Buyer under Sections 1.9 through 1.10 above: (a) to terminate their agreements or relationships with Buyer;
or (b) to enter into business relationships with Seller or its successors that would be competitive with the ongoing business of
Buyer.




 






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8.       CONDITIONS TO CLOSING


 


The obligation of each of Seller and Buyer
to consummate the Closing is subject to the satisfaction at, or prior to, the Closing of each of the additional conditions set
forth below (collectively, the "Closing Conditions"):


 


8.1Conditions Precedent to the Obligations
of the Parties.


 


(a)No proceeding shall be pending seeking
to restrain, prohibit, or declare illegal, or seeking substantial damages in connection with: (i) any of the transactions contemplated
by this APA; or (ii) the ownership (including enjoyment of any rights relating thereto) by Buyer of any of the Transferred Assets
at, and after, the Closing; and no judgment to such effect shall be in effect.


 


(b)The representations and warranties of
Seller (in the case of Buyer) or Buyer (in the case of Seller) in this APA shall be true and correct in all material respects on,
and as of, the Closing Date, as if made on, and as of, the Closing Date.


 


(c)Seller (in the case of Buyer) or Buyer
(in the case of Seller) shall have performed and complied with, in all material respects, their respective agreements and covenants
required to be performed or complied with on, or prior to, the Closing Date under the APA.


 


8.2Closing Documents to Be Delivered
by Seller. Seller shall deliver the following documents to Buyer at Closing: (a) executed copies of this APA; (b) executed
copies of the IP Assignment attached hereto, with respect to the Transferred Assets being sold hereunder; and (c) appropriate written
consent or resolutions of Directors and/or shareholders of Seller authorizing the transactions contemplated hereby.


 


8.3Closing Documents to Be Delivered
by Buyer. Buyer shall deliver the following documents to Seller at Closing: (a) executed copies of this APA; (b) executed
copies of the IP Assignment attached hereto, with respect to the Transferred Assets being sold hereunder; and (c) appropriate written
consent or resolutions of Directors and/or shareholders of Buyer authorizing the transactions contemplated hereby.


 


9.       COSTS AND ADJUSTMENTS


 


9.1Costs. Each party covenants
and agrees that it shall be responsible for, and bears, its respective costs and expenses in connection with, or arising out of,
the negotiation and consummation of this APA, and the transactions contemplated hereby; provided, however, that Seller shall be
responsible for paying and remitting the full amount of any sales, use, and transfer taxes applicable to the transactions provided
for herein out of its own funds, without reimbursement, set-off, or other right to collect any portion of such amount from Buyer
by any means whatsoever.


 


9.2Closing and Post-Closing Adjustments.
Seller and Buyer shall mutually reconcile all closing adjustments relating to the Transferred Assets and the Business of Seller
prior to, or at, the Closing. The parties agree as follows in regards to the ongoing tracking, allocation, and collection of each
party's Photographic Asset receivables post-Closing:


 


(a)At Closing, Seller shall provide Buyer
with a complete list of Seller's outstanding pre-Closing receivables that have open invoices. Seller may continue to collect/attempt
to collect all such outstanding pre-Closing receivables, without limitation, for as long as Seller wishes. Should Buyer happen
to receive any customer payments for such identified outstanding pre-Closing receivables of Seller, Buyer shall remit such payments
to Seller.


 


(b)For new post-Closing Seller receivables
related to pre-Closing usage of Photographic Assets that is only reported by customers post-Closing, Seller may continue to create
and issue new invoices for such receivables for a period of two (2) months following the Closing, and, for all new invoices properly
created during this period (including invoices created for internal use), Seller may continue to collect/attempt to collect all
such receivables associated with such new invoices, without limitation, for as long as Seller wishes. Should Buyer happen to receive
any customer payments for such Seller receivables identified on such new invoices, Buyer shall remit such payments to Seller. In
addition, to facilitate Sellers invoicing and collection efforts, Buyer shall share all Photographic Asset usage reports received
by Buyer from customers during this same two (2) month period.




 






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(c)After the Closing, Seller shall cooperate
with Buyer in Buyer's efforts to transition customers to remitting usage reports for post-Closing Photographic Asset usage, and
associated payments, directly to Buyer. To the extent that Seller continues to receive any such usage reports for post-Closing
Photographic Asset usage, and/or associated payments, Seller shall remit all such reports and/or associated payments to Buyer.


 


(d)In addition, in order to aid the parties
in properly identifying, verifying, and allocating the Photographic Asset receivables remitted to each party by customers post-Closing,
each party agrees to exchange redacted copies of bank statements for all accounts used by such party to collect/deposit customer
payments, in a manner sufficient only to identify all customer payments received by such party, for a period of six (6) months
following the Closing.


 


9.3Asset Acquisition Statement. At a mutually-agreeable
time following theClosing, the parties shall cooperate to prepare and file coordinated Asset Acquisition Statements (IRS Form 8594)
of Seller and Buyer.


 


10.      INDEMNIFICATION


 


10.1Indemnification by Seller. Seller agrees to
indemnify and hold Buyer, its affiliates, and their respective directors, officers, employees, consultants, shareholders, members,
partners, agents, and representatives, and all successors and assigns, harmless from and against any and all actions, suits, proceedings,
damages, liabilities, claims, losses, costs, and expenses (including reasonable attorneys' and experts' fees) (collectively, "Losses")
paid or incurred by Buyer by reason of, or arising out of, or in connection with: (a) the breach by Seller of any material
representation or warranty contained in this APA or in any certificate delivered to Buyer pursuant to the provisions of this APA;
(b) the failure of Seller to perform or comply with any material covenant or agreement required by this APA to be performed or
complied with by Seller; (c) any Retained Liability; and (d) any activities of the Business conducted by Seller prior to the Closing
Date, or any other Seller actions related to the Transferred Assets that were taken or omitted by Seller prior to the Closing Date,
or are taken or omitted by Seller after the Closing Date but are related to liabilities or obligations that continue to attach
to Seller after the Closing Date, unless Losses in connection therewith are due to a breach by Buyer of any material representation
or warranty contained in this APA that survives at the time such Losses arose; provided that any such claim within this paragraph
10.1 resulting in any Losses is either approved as valid by Seller, or is otherwise judicially determined to be valid (and provided
that Seller shall be responsible for all of Buyer's costs associated with such judicial determination in the case that it confirms
the claim's validity).


 


10.2Indemnification by Buyer. Buyer agrees to
indemnify and hold Seller, its affiliates, and their respective directors, officers, employees, consultants, shareholders, members,
partners, agents, and representatives, and all successors and assigns, harmless from and against any and all Losses paid or incurred
by Seller by reason of, or arising out of, or in connection with: (a) the breach by Buyer of any material representation or warranty
contained in this APA or in any certificate delivered to Seller pursuant to the provisions of this APA; (b) the failure of Buyer
to perform or comply with any material covenant or agreement required by this APA to be performed or complied with by Buyer; or
(c) any activities of the Business conducted by Buyer after the Closing Date, or any other Buyer actions related to the Transferred
Assets that were taken or omitted by Buyer after the Closing Date, unless Losses in connection therewith are directly connected
to Seller's Retained Liability, or are due to a breach by Seller of any material representation or warranty contained in this APA
that survives at the time such Losses arose; provided that any such claim within this paragraph 10.2 resulting in any Losses
is either approved as valid by Buyer, or is otherwise judicially determined to be valid (and provided that Buyer shall be responsible
for all of Seller's costs associated with such judicial determination in the case that it confirms the claim's validity).




 






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10.3Method of Asserting Claims. Any party making
a claim for indemnification under this Section 10 is, for the purposes of this APA, referred to as the "Indemnified Party',
and any party against whom such claims are asserted under this Section 10 is, for the purposes of this APA, referred to as
the "Indemnifying Party'. All claims by any Indemnified Party under this Section 10 shall be asserted and resolved
as follows:


 


(a)In the event that (x) any claim, demand,
or proceeding is asserted or instituted by any person other than the parties hereto that could give rise to damages for which an
Indemnifying Party would be liable to an Indemnified Party hereunder (such claim, demand, or proceeding, a "Third Party
Claim"), or (y) any Indemnified Party hereunder shall have a claim to be indemnified by any Indemnifying Party hereunder
which does not involve a Third Party Claim (such claim, a "Direct Claim"), the Indemnified Party shall, as promptly
as possible, send to the Indemnifying Party a written notice specifying the nature of such claim or demand; provided, however,
that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent that the rights
of the Indemnifying Party are actually prejudiced.


 


(b)In the event of a Third Party Claim,
the Indemnifying Party shall be entitled to participate therein and, if it so desires, to assume the defense thereof with counsel
reasonably satisfactory to the Indemnified Party.


 


(c)In the event of a Direct Claim, unless
the Indemnifying Party notifies the Indemnified Party within sixty (60) days of receipt of notice of such claim that it disputes
such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder and shall be
paid to the Indemnified Party immediately.


 


(d)Any and all disputes arising out of
any claim to indemnification pursuant to this Section 10 shall be resolved in accordance with the provisions of Section 18 below.


 


10.4Survival of Indemnification. Any claim
for indemnification under this Section 10 arising out of the inaccuracy or breach of any representation or warranty that is not
indefinite must be made before the termination of such representation or warranty.


 


11.      NO BROKER


 


Each party represents and warrants to the other
(and agrees to indemnify and hold harmless the other against breach of any such representation and warranty) that it has not engaged
or utilized the services of any broker, finder, or similar person or entity in connection with the transactions contemplated herein,
and, to the knowledge of such parties, no broker, finder, or similar person or entity is entitled to any commission or other compensation
in connection herewith.


 


12.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES


 


All representations and warranties of Seller
and Buyer contained herein, and all other written representations and warranties of Seller and Buyer contained in the instruments
executed in connection with the consummation of the transactions provided for herein, shall survive the execution of this APA and
the consummation of the sale contemplated hereby for a period of five (5) years from the date of the Closing, except that the representations
and warranties contained in Sections 5.1 through 5.5, Sections 5.10 through 5.12, Sections 6.1 through 6.4, and Section 11, as
well as any representations or warranties that involve fraud or intentional misrepresentation, shall survive indefinitely.




 






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13.      NOTICES


 


All notices to be given or due hereunder by
either party must be in writing and sent to the addresses/facsimiles set forth below (or to any other addresses or facsimile numbers
as either Party may designate in writing to the other Party). Notices are deemed duly given: (a) upon transmission when sent via
confirmed e-mail; (b) upon actual receipt if hand-delivered or delivered by courier; or (c) five (5) business days following the
date of mailing if sent by certified or registered mail, return receipt requested.


 





	 	To Seller:	Globe Photos, Inc.
	 	 	Attn: Mary Beth Whelan
	 	 	24 Edmore Lane South
	 	 	West Islip, NY 11795
	 	 	E-mail: mbwj24@gmail.com 
	 	 	 
	 	 	Copy to:
	 	 	Joel L. Hecker, Esq,
	 	 	WJ Russo & Associates, P.C.
	 	 	600 Third Avenue
	 	 	New York, NY 10016
	 	 	E-mail: heckeresq@aol.com 
	 	 	 
	 	To Seller:	Capital Art, Inc,
	 	 	Attn: Stuart Scheinman, President / COO
	 	 	6445 South Tenaya Way, B-130
	 	 	Las Vegas, Nevada 89113
	 	 	E-mail: stuart@moviestarnews.com 
	 	 	 
	 	 	Copy to:
	 	 	E-mail: mark_halpern@yahoo.com 







 


14.      COMPLETE AGREEMENT


 


This APA and its schedules and exhibits, along
with the accompanying IP Assignment, contain a complete agreement between the parties hereto with respect to the sale contemplated
hereby and supersede all prior agreements and understandings between the parties hereto with respect to the subject matter hereof.


 


15.      INVALIDITY


 


In case any one or more of the provisions hereof
shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.


 


16.      WAIVER, REMEDIES


 


No waiver of any breach of any provision of
this APA shall be held to be a waiver of any other or subsequent breach, and the failure of a party to enforce at any time any
provision hereof shall not be deemed a waiver of any right of any such party to subsequently enforce such provision or any other
provision hereunder. All remedies afforded in this APA shall be taken and construed as cumulative, that is, in addition to every
other remedy provided herein or by law.


 


17.      COUNTERPARTS


 


This APA may be executed simultaneously in
two or more counterparts, or with separate signature pages, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument. Electronic and PDF signatures shall constitute original signatures.




 






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18.      GOVERNING LAW / JURISDICTION


 


This APA shall be construed, interpreted, and
enforced in accordance with the laws of the State of New York applicable to contracts made and to be entirely performed in such
State. The parties agree that jurisdiction and venue in any action brought by any party pursuant to this APA shall properly lie
and shall be brought in any federal or state court located in the Borough of Manhattan, City and State of New York. By execution
and delivery of this Agreement, each party irrevocably submits to the jurisdiction of such courts for itself and in respect of
its property with respect to such action. The parties irrevocably agree that venue would be proper in such court, and hereby irrevocably
waive any objection that such court is an improper or inconvenient forum for the resolution of such action.


 


19.      FRAUDULENT ACTS OR OMISSIONS


 


None of the provisions set forth in this APA
shall be deemed a waiver by any party to this APA of any right or remedy that such party may have at law or equity based on the
other party's fraudulent acts or omissions, nor shall any such provision limit, or be deemed to limit, the recourse that any such
party may seek with respect to a claim for fraud.


 


20.      CONFIDENTIALITY 


 


The terms and conditions of this APA are confidential
and shall not be disclosed by either party, unless required by law or in connection with SEC or other regulatory filings.


 


 


IN WITNESS WHEREOF, the parties hereto, intending
to be legally bound, have caused this Agreement to be executed by their authorized representatives as of the day and year first
above written.


 





	CAPITAL ART, INC.	GLOBE PHOTOS, INC.
	 	 
	 	 
	Signature:   /s/ Stuart Scheinman	Signature:   /s/ Mary Beth Whelan 
	Printed Name: Stuart Scheinman 	Printed Name: Mary Beth Whelan 
	Title:  CEO	Title: President  
	Dated: July 22, 2015 	Dated: July 22, 2015




 






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SCHEDULE 1


 


IDENTIFICATION OF PHOTOGRAPHIC ASSETS IN
WHICH SELLER OWNS COPYRIGHT 

(INCLUDING WORK-FOR-HIRE PHOTOGRAPHERS AND ACQUIRED COLLECTIONS)


 


 


 


 


 


 


 


 






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SCHEDULE 2


 


IDENTIFICATION OF SELLER'S TRADE NAMES/TRADEMARKS/SERVICE
MARKS 

(INCLUDING SELLER-CREATED MARKS AND ACQUIRED MARKS)


 


 


	·		Globe Photos



	·		Rangefinder



	·		PhotoTrends



	·		Photoreporters



	·		IPOL (International Press
on Line)



	·		Camera Clix



 









 


 






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SCHEDULE 3


 


PHOTOGRAPHERS/OWNERS WHO HAVE PREVIOUSLY
REQUESTED

RETURN OF THEIR TANGIBLE PHOTOGRAPHS




 


 


 


 


 


 


 


 


 


 






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