Exhibit 10.2


 


STATE OF LOUISIANA

PARISH OF LAFAYETTE


 


ACT OF SALE WITH ASSUMPTION OF MORTGAGE


 


BE IT KNOWN that that on
the date set forth below, but effective for all purposes as of November 12, 2015 (the “Effective Date”), before me,
Notary Public, duly commissioned and qualified in the State and Parish aforesaid, and in the presence of the undersigned witnesses,
personally came and appeared:


 


BEECHWOOD PROPERTIES, LLC (last
four digits of Tax Id No. 7341), a Louisiana limited liability company domiciled at 219 Chemin Metairie Road, Youngsville, Louisiana
70592, represented herein by G. Darcy Klug, its sole Manager (hereinafter “Seller”)


 


who declared that for and in consideration
of FOUR HUNDRED EIGHTY THOUSAND AND NO/100 DOLLARS ($480,000.00), (the “Purchase Price”) the receipt and sufficiency
of which is hereby acknowledged, payable as set forth below, Seller does hereby sell and deliver with full warranty of title and
with subrogation to all rights and actions of warranty Seller may have against any predecessors in title, unto:


 


REDHAWK LAND & HOSPITALITY,
LLC, (last four digits of Tax ID No. 4879) whose mailing address is 219 Chemin Metairie Road, Youngsville, Louisiana 70592,
represented herein by G. Darcy Klug, its sole Manager (hereinafter referred to as “Purchaser”),


 


the following described property, with all
its component parts, including all rights, ways, privileges, servitudes and appurtenances thereto belonging, the possession of
which Purchaser acknowledges, located in Lafayette Parish, Louisiana, to-wit:


 


THAT CERTAIN IRREGULAR PLOT OF
GROUND, together with all the buildings and improvements thereon, situated in the Alexander Mouton Addition to the City of Lafayette,
Louisiana, being Lots No. one, two, three and four (1, 2, 3, 4) of Block One (1) of said addition. Said lots forming said irregular
plot of ground are contiguous and are together bounded Northeasterly by Jefferson or Oak Avenue; Northwesterly by Lots No. 41,
42, 43, 44, 45 of said Block One (1), said addition; Southwesterly by Lot No. 5, said block, said addition; and Southeasterly by
General Gardiner Street; said lots having the dimensions as shown by plat of said addition on file in the Clerk’s office
for the Parish of Lafayette, Louisiana (the “Property”).


 




     


     


    

 


The Property bears the municipal
address of 1118 Jefferson Street, Lafayette, Louisiana.


 


Being the same property acquired
by Beechwood Properties, LLC by Cash Sale dated July 18, 2008, recorded July 21, 2008, under Entry No. 2008-00031059 in the records
of the Clerk of Court for the Parish of Lafayette, Louisiana.


 


The Purchase Price is payable as follows: (a)
Purchaser hereby assumes and agrees to pay, in full, to its complete and final discharge, the remaining balance due (which as of
the Effective Date is $265,000.00) on that certain Promissory Note made by Seller payable to the order of Regions Bank dated June
23, 2014 in the original principal amount of Two Hundred Seventy-Five Thousand and No/100 Dollars ($275,000.00)(the “Note”),
which Note is secured by that certain Multiple Indebtedness Mortgage on the Property by Seller in favor of Regions Bank dated June
23, 2014 and recorded July 18, 2014 under Entry No. 2014-00026763 in the mortgage records of the Clerk of Court for the Parish
of Lafayette, State of Louisiana (the “Mortgage”) and that certain Assignment of Leases and Rents by and between Seller
and Regions Bank dated June 23, 2014 and recorded July 18, 2014 under Entry No. 2014-00026767 in the conveyance records of the
Clerk of Court for the Parish of Lafayette, State of Louisiana (the “Assignment of Leases and Rent ”); and (b) Purchaser
has, as of the Effective Date, caused to have issued and delivered to Seller 215 shares (par value of $1,000.00 per share and stated
value equal to $1,000.00 per share) of Series A Convertible Preferred Stock of Redhawk Holdings Corp.


 


This
sale is made subject to the Mortgage, the Assignment of Leases and Rents and that certain Lease (the “Lease”) dated
as of August 1, 2011 by and between Seller, as landlord, and the Louisiana Third Circuit Court of Appeal, as tenant, evidenced
of record by that certain Notice of Lease dated August 1, 2011 and recorded August 2, 2011 under Entry No. 2011-00030158
in the conveyance records of the Clerk of Court for the Parish of Lafayette, State of Louisiana.


 


Purchaser
does hereby assume and agree to hold the Seller free and harmless and to indemnify and defend from the payment and satisfaction
of all obligations and liabilities under the Note, the Mortgage and the Assignment of Leases and Rents. Purchaser agrees to fully
comply with and discharge all of the terms and conditions of the Note, Mortgage and Assignment of Leases and Rents arising from
and after the Effective Date and the obligation to make payments of principal and interest installments under the Note arising
from and after the Effective Date, in each case, to the same extent as if Purchaser had personally executed the Note, the Mortgage
and the Assignment of Leases and Rents. All of the terms and conditions of the Note, the Mortgage and the Assignment of Leases
and Rents shall remain in full force and effect, and the execution of this sale shall not be considered a novation of the Note,
the Mortgage or the Assignment of the Leases and Rents.


 


Seller
hereby assigns its entire interest in and to the Lease to Purchaser and Purchaser expressly accepts the assignment of the
Lease and assumes all of the obligations of Seller under the Lease as of the Effective Date. Seller expressly agrees to indemnify
and hold Purchaser harmless from any liabilities, obligations or claims resulting from or arising out of Seller’s failure
to perform all obligations of landlord under the Lease arising prior to the Effective Date. Purchaser expressly agrees to indemnify
and hold Seller harmless from any liabilities, obligations or claims resulting from or arising out of Purchaser’s failure
to perform all obligations of landlord under the Lease arising from and after the Effective Date.


 




     


     


    

 


Seller
hereby waives any vendor's lien it may have, and any other right it may have to rescind this sale in whole or in part for inadequate
consideration or any other reason.


 


Seller
transfers to Purchaser all of Seller's right, title and interest in and to any escrow funds or other funds held by the Mortgagee
to secure payment of any taxes, insurance, or other charges.


 


All agreements, stipulations
and obligations assumed herein shall inure to the benefit of and be binding upon the heirs, successors and assigns of the respective
parties. Purchaser’s heirs and assigns shall have and hold the described property in full ownership forever.


 


“Seller” and
“Purchaser” agree that the improvements and all other items on the property are transferred by “Seller”
to “Purchaser” on an “AS IS” and “WHERE IS” basis, in their present condition and that these
are being transferred by “Seller” to “Purchaser” without any warranty whatsoever on the part of the “Seller,”
except as to title. “Purchaser” hereby expressly waives all warranties as to the property herein sold, whether expressed
or implied by this or any other writing or representation, as well as any warranties provided by law. This waiver applies to all
warranties of any nature, express or implied, including without limitation warranties of fitness for a particular purpose, or otherwise,
except merchantability of title. “Purchaser” understands that under Articles 2520 through 2548 of the Louisiana Civil
Code and other provisions of law, this sale would ordinarily include a warranty, implied by Louisiana, against certain defects
in the property sold. “Purchaser” expressly waives any and all such warranties, with respect to all defects, whether
apparent of latent, visible or not visible and regardless of whether “Purchaser” is presently aware of such defects.
This waiver of warranty extends to all defects, even if the defect or defects render the property absolutely useless, or so inconvenient
and imperfect that “Purchaser” would not have purchased it had it known of the defect. “Purchaser” also
waives any rights “Purchaser” might have or ever have relative to this sale: a) to any redhibitory action; b) to the
return all or any portion of the purchase price; c) to rescind or revoke the sale; or d) to have “Seller” repair or
replace all or any part of the property conveyed. “Seller,” however, does assign and transfer to “Purchaser”
and rights of warranty that “Seller” might have, if any, against others pertaining thereto. “Purchaser”
hereby acknowledges that “Purchaser” has read and understands the foregoing waiver of warranty, that the waiver has
been pointed out and explained to “Purchaser,” and that questions or doubts “Purchaser” has concerning
same have been answered satisfactorily. “Seller” and “Purchaser” acknowledged and stipulate that the sales
price was negotiated and agreed upon after consideration of the waiver of warranty herein set forth.


 


Taxes for the current year
will be paid by Purchaser, but pro-rated between Seller and Purchaser as of the Effective Date. In accordance with La. R.S. 9:2721,
notice is given that Purchaser is designated as the party to whom all property tax and assessment notices are to be mailed, said
notices to be sent to the address shown above for said Purchaser.


 


All parties to this act
confirm, acknowledge, and agree that the notary public before whom the Seller executes this act shall have no responsibility or
liability whatsoever of any nature, type, or kind, express or implied, for (1) obtaining mortgage, conveyance, tax and any and
all other researches and certifies, (2) examining title to the Property, (3) obtaining a title insurance policy insuring title
to the Property, or (4) obtaining a survey of the Property. This act shall become effective upon its execution by the last party
to execute this act.


 




     


     


    

 


THUS DONE AND SIGNED in
the City of Lafayette, Lafayette Parish, Louisiana, in the presence of the undersigned competent witnesses and me, Notary, on this
___ day of November, 2015.


 





	WITNESSES:	 	BEECHWOOD PROPERTIES, LLC
	 	 	 
	 	 	 
	Print:	 	 	G. DARCY KLUG, MANAGER
	 	 	 	 
	 	 	REDHAWK LAND & HOSPITALITY, LLC
	 	 	 
	Print:	 	 	
        G. DARCY KLUG, MANAGER





 


___________________________________


NOTARY PUBLIC


Print Name: _________________________________


State Bar No./Notary Identification No.: ________________


Commission expires: ______________________