ASSET
PURCHASE AGREEMENT


 


This
Asset Purchase Agreement (this “Agreement”) is entered into as of January 3rd 2018, by and among ​Intermissum
Limited, ​an England and Wales public limited company and ​Alexander Ridley ​(each of the foregoing
entity and individual referred to herein as the “Seller” and all of the foregoing collectively referred to herein
as the “Sellers”) and ​GOOD GAMING, INC​., a Nevada corporation (the “Buyer”). Each
of the above may also be individually referred to herein as a “Party” or all of the above, collectively, as the “Parties.”


 


WHEREAS,
​Buyer desires to purchase from Sellers, and Sellers wish to sell to Buyer, the assets owned by Sellers listed below,
upon the terms and subject to the conditions of this Agreement.


 


NOW,
THEREFORE, ​in consideration of the mutual representations, warranties, covenants and agreements contained herein, the
Parties hereto agree as follows:


 


ARTICLE
I.





PURCHASE
OF ASSETS


 


1.1
Sale of Assets.​Upon the terms and subject to the conditions set forth herein, at​​the
Closing (as defined below), Buyer shall purchase from Sellers, and Sellers shall sell to Buyer, all of Sellers’ right, title
and interest in and to the following assets (collectively, the “Purchased Assets”):


 


Hardcore
Games Server’s and all related domains, social media, github organizations, Hardcore Games trademarks (trademarks outside
North America may be surrendered), Enjin sites, equipment, fixtures, machinery, tools, parts, supplies, and other similar tangible
and intangible property associated with the Hardcore Games Server including but not limited to the following specific items:


 


(a)
Domains: hcgames.org and all other domains that redirect to Hardcore


 


Games.


 


(b)
Social Media:


 


1.
https://twitter.com/hcgamesnetwork ​(Hardcore Games Twitter).


2.
The Hardcore Games Discord server


 


●
Any email accounts associated with Hardcore Games accounts on (MinecraftServers.org, PlanetMinecraft.org, and other advertising
sites) will be changed to a Hardcore Games email or one that the purchaser’s designate.


 


(c)
Ownership of any existing repositories and/or source code for both new and old content and/or Minecraft plugins associated with
Hardcore Games.


 





(d)
Ownership of all “Hardcore Games” websites and designs.


 


(e)
The https://www.buycraft.net/ webstore associated with the Hardcore Games Minecraft server transferred to a Buycraft account
that the purchaser’s designate.


 




    	 	
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(f)
All other related projects, code, files, website files, social media accounts, builds, and other content in relation to “Hardcore
Games” and “Hardcore Games”, including any existing Hardcore Games Minecraft server infrastructure itself.


 


1.2
Assumption of Obligations.​Upon the terms and subject to the conditions set forth herein, at the Closing (as
defined below), Buyer shall undertake or assume the following obligations and liabilities from Sellers (the “Assumed Obligations”):


 


(a)
Buyer agrees to assume Sellers’ obligations under any Lease related to the Purchased Assets, but only prospectively after
the Closing. All obligations (monetary or otherwise) related to any Lease and belonging to Sellers prior to Closing shall remain
the responsibility of Sellers to satisfy.


 


Other
than the Assumed Obligations, Buyer assumes no other obligations or liabilities belonging to Sellers or associated with the Business,
including without limitation: (i) any liability or obligation under contracts, agreements, arrangements and understandings of
Sellers, including any and all Accounts Payables as of the Closing (the “Contracts”), (ii) any liability or obligations
under any of the Contracts arising out of or relating to actions, omissions or occurrences taking place in connection with the
Business prior to the Closing Date, whether or not Buyer has received notice of any such liabilities or obligations, (iii) any
liability or obligation of or relating to Sellers’ dealings or relations with their employees, agents, consultants, or contractors,
including without limitation, any matter involving wages, bonuses, insurance, benefits, pension funds, stock options, employment
agreements, or other amounts owed to or payable on behalf of any employees or contractors of Sellers, (iv) any United States,
federal, state, local and foreign income, excise, sales, use, transfer, payroll, withholding, real or personal property, franchise
or margin, gross receipts, ad valorem, business, occupation, or other taxes, duties, governmental charges and assessments of any
type whatsoever, including any assessments, interest or penalties thereon, accrued for, applicable to or arising from any period
ending prior to the Closing Date or which are obligations of Sellers that arise out of or relate to the consummation and performance
of the transactions contemplated in this Agreement, (v) any liabilities or obligations for commissions or other amounts owed to
or payable on behalf of sales agents or representatives, whether employees or independent contractors of Sellers, and (vi) any
other liability, obligation or commitment of Sellers, whether known or unknown and whether fixed or contingent, not specifically
constituting an Assumed Liability in this Agreement.


 


1.3
​Purchase Price. The purchase price for the Purchased Assets (the “Purchase Price”) is Four Thousand,
Two Hundred and Fifty and 00/100 Dollars ($4,250.00).


 


1.4
​Payment of Purchase Price. ​The Purchase Price for the Purchased Assets shall be paid by Buyer
to Sellers as follows: An initial payment in the amount of $4,250.00 at Closing.


 


1.5
​Allocation of Purchase Price.​The Purchase Price for the Purchased Assets shall be specifically
allocated as solely determined by Buyer. To the extent required by law, the Parties agree to report this transaction for federal
tax purposes in accordance with the allocation of the Purchase Price as described in this Section 1.5.


 




    	 	
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ARTICLE
II.





CLOSING


 


2.1
​Closing.​​The closing of the transactions contemplated by this Agreement (the “Closing”)
shall take place at or about 5:00 p.m. on January 3rd, 2018 (the “Closing Date”), at Sellers’ place of business,
or at such other time and place as agreed upon by the Parties


 


2.2
​Risk of Loss. Sellers shall assume all risk of loss, destruction or damage to the Purchased Assets due to
fire or other casualty prior to and including the Closing Date, and Buyer shall assume all risk of loss, destruction or damage
to the Purchased Assets due to fire or other casualty after the Closing Date (provided all conditions and requirements of closing
have been met). In the event any of the Purchased Assets are lost, destroyed, or damaged prior to the Closing Date, the value
of same, as solely determined by Buyer, shall be deducted from the Purchase Price, or Buyer shall have the option to terminate
this Agreement.


 


2.3
Conveyances at Closing.


 


(a)
To effect the sale and transfer of the Purchased Assets at the Closing, Sellers will, at the Closing, execute and deliver or cause
to be executed and delivered to Buyer:


 


(i)
A Bill of Sale in the form attached hereto as ​Exhibit A​;


 


(ii)
Such other instruments as shall be reasonably requested by Buyer to vest in Buyer title in and to the Purchased Assets in accordance
with the provisions hereof; provided, however, that in the event Sellers are unable to provide any or all of such instruments
at Closing, Sellers agree to do so within a reasonable time thereafter.


 


(b)
To effect the sale and transfer of the Purchased Assets, Buyer will, at the Closing, execute and deliver or cause to be executed
and delivered to Sellers:


 


(i)
A deposit check in the amount of $4,250.00 applied toward the Purchase Price;


 


(ii)
Such other instruments as shall be reasonably requested by Sellers to evidence Buyer’s assumption of the Assumed Liabilities
in accordance with the provisions hereof; provided, however, that in the event Buyer is unable to provide any or all of such instruments
at Closing, Buyer agrees to do so within a reasonable time thereafter.


 


(c)
To the extent that a form of any document to be delivered hereunder is not attached as an exhibit hereto, such documents shall
be in form and substance and shall be executed and delivered in a manner reasonably satisfactory to Buyer.


 


2.4
Transfer Taxes and Fees.​Sellers shall be solely responsible for any documentary and transfer taxes and any
sales, use or other taxes imposed, if any, by reason of the transfer of the Purchased Assets provided hereunder and any deficiency,
interest or penalty asserted with respect thereto.


 




    	 	
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ARTICLE
III.





REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF SELLERS


 


3.1
Representations, Covenants, and Warranties. As applicable, Sellers represent, covenant, and warrant to Buyer as
follows:


 


(a)
Seller Intermissum Limited is a duly formed, validly existing entity and in good standing under the jurisdiction of England and
Wales. Sellers have all necessary power and authority, and have taken all action necessary to execute and deliver this Agreement,
consummate the transactions contemplated hereby and to perform said Sellers’ obligations hereunder, and no other material
proceedings on said Seller’s part are necessary to authorize the execution, delivery and performance of this Agreement and
the transactions contemplated hereby.


 


(b)
Upon the execution and delivery of this Agreement by Sellers, this Agreement will be legal, valid and binding upon Sellers and
enforceable against Sellers in accordance with its terms, and the sale of any of the Purchased Assets hereunder will not violate,
breach or result in any material default under any material indenture, mortgage, lease, agreement, license, permit, article, by-law,
statute, regulation, order, judgment, decree, ordinance or law to which Sellers is a party or by which Sellers or any of the Purchased
Assets are bound, unless otherwise disclosed to Buyer by Sellers.


 


(c)
Within thirty (30) business days of the Closing, Sellers agree to (i) file any and all documents necessary to reflect the sale
of the Purchased Assets to Buyer, including, without limitation, to the extent necessary, a Notice of Abandonment of Assumed Name
with the appropriate governmental offices as may be required under the law, and (ii) pay, out of the Purchase Price proceeds,
all Accounts Payable existing prior to the Closing, including without limitation, any unsatisfied judgments against Sellers.


 


(d)
As of the Closing Date, Sellers hereby release Buyer from any and all obligations owing to Sellers including, without limitation,
any moneys owing to Sellers thereunder.


 


(e)
Sellers agree they are liable for all of the obligations of Sellers under this Agreement.


 


3.2
​Confidentiality Agreement. Sellers have had access to and knowledge of Buyer’s confidential, proprietary,
and trade secret information (the “Confidential Information”). Buyer’s Confidential Information includes, without
limitation, any information of any kind, nature or description concerning any matters affecting or relating to the business of
Buyer, such as the names and contact information of any of its customers, the fees or prices Buyer quotes or has quoted or obtains
or has obtained, or any other information of, about or concerning the business of Buyer, its manner of operation, its plans, business
methods, processes or other data of any kind, nature or description, without regard to whether any of all of the foregoing matters
would be deemed confidential, material, important, or a trade secret under common law. Confidential Information shall also include
any confidential, proprietary, and trade secret information relating to the Business. In consideration of Buyer’s agreement
to purchase the Purchased Assets as contemplated herein, Sellers agree to not, at any time after the Closing Date, in any fashion,
form or manner, either directly or indirectly, divulge, disclose or communicate to any person, firm, corporation or any other
entity, in any manner whatsoever, any aspect of the Confidential Information, or to use any such Confidential Information for
Sellers’s personal benefit or for the benefit of any third party.The Parties stipulate that, as among them, the Confidential
Information is important, material, and gravely affects the effective and successful conduct of the Business and its goodwill,
and that any breach of this provision is a material breach of this Agreement.


 




    	 	
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3.3
Non-Solicitation of Employees Covenant.​​For a period of two (2) years subsequent to the Closing Date,
Sellers agree that, in order to protect the Confidential Information of Buyer from unauthorized use, said Sellers will not, either
directly or through others, solicit or attempt to solicit any employee, consultant or independent contractor of the Buyer to terminate
his or her relationship with the Buyer in order to become an employee, consultant or independent contractor to or for any other
person or business entity in competition with Buyer.


 


3.4
​Non-Solicitation of Customers Covenant. Except to promote the Business or any other businesses owned or operated
by Buyer, as additional consideration for Buyer’s agreement to purchase the Purchased Assets, and in order to protect the
Confidential Information from unauthorized use, Sellers agree that for two (2) years after the Effective Date, said Sellers will
not, either directly or indirectly, separately or in association with others:


 


(a)
solicit, or encourage or assist others to solicit, any of the Customers (as defined below) of the Buyer for the purpose of doing
the same or similar business then engaged in by the Buyer; or


 


(b)
divert or take away, or attempt to divert or take away, business or potential business from the Buyer with respect to its customers
or prospective customers.


 


For
purposes of this Agreement, “Customer” shall mean (i) any person or entity who has attempted to access or use the
Purchased Assets prior to or on the Closing Date.


 


3.5
Title to Purchased Assets.​Sellers represent that they own good, valid, and marketable title in all of the
Purchased Assets free and clear of any liens or encumbrances, and Sellers have the complete and unrestricted power, right, and
authority to transfer, sell, assign, convey, and deliver the Purchased Assets to Buyer in accordance with the terms hereof without
restriction or limitation.


 





3.6
​Litigation.​Sellers represent that (i) there is no claim, action, suit, investigation, arbitration,
proceeding, or inquiry pending by, against, or affecting, or to the knowledge of Sellers, threatened by, against, or affecting
Sellers or any current or former officer, member, employee, consultant, agent or independent contractor of Sellers that is in
any way related to the Purchased Assets, (ii) there are no judgments, orders, injunctions, decrees, stipulations, or awards against
any Sellers or related to any of the Purchased Assets, and (iii) there are no pending or, to the knowledge of Sellers, threatened
actions or proceedings, assessments, or collections of taxes with respect to the Purchased Assets that could subject Buyer to
any liability for such taxes for the period prior to the Closing Date or could impair any of the Purchased Assets and that there
is no basis for any such actions or proceedings.


 




    	 	
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ARTICLE
IV.





REPRESENTATIONS
OF BUYER


 


4.1
Representations.​Buyer hereby represents to Sellers as follows:


 


(a)
Buyer is a Nevada corporation duly formed, validly existing and in good standing under the laws of the State of Nevada, has all
necessary power and authority, has taken all action necessary to execute and deliver this Agreement, to consummate the transactions
contemplated hereby and to perform Buyer’s obligations hereunder, and no other proceedings on Buyer’s part are necessary
to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.


 


(b)
Upon the execution and delivery of this Agreement by Buyer, this Agreement will be legal, valid and binding upon Buyer and enforceable
against Buyer in accordance with its terms and the consummation of the transactions contemplated herein will not violate, breach
or result in any material default under any material indenture, mortgage, lease, agreement, license, permit, article, by-law,
statute, regulation, order, judgment, decree, ordinance or law to which Buyer is a party or by which Buyer or any of its assets
are bound, unless otherwise disclosed to Sellers by Buyer.


 


ARTICLE
V.





ACTIONS
BY SELLERS AND BUYER AFTER THE CLOSING


 


5.1
Further Assurances and Cooperation.​From time to time, at the request of any Party to this Agreement, and
without further consideration, the other Parties shall execute and deliver such document, obtain such third party consents and
take any such other action as may be reasonably necessary in order to consummate more effectively the transactions contemplated
by this Agreement.


 


5.2
Notices to Customers.​​Buyer will determine if and when to deliver a notice of the purchase and sale
of the Purchased Assets to the Customers of the Business.


 


5.3
Survival of Representations and Warranties.​All representations, warranties and covenants of the Parties contained
in this Agreement or in any certificate, exhibit or instrument or conveyance delivered by or on behalf of the Parties pursuant
hereto shall survive the Closing.


 


5.4
Indemnification Provisions for Benefit of Buyer.


 


(a)
IN THE EVENT SELLERS BREACH ANY OF ITS REPRESENTATIONS, WARRANTIES, AND COVENANTS CONTAINED IN THIS AGREEMENT, THEN SELLERS AGREE
TO INDEMNIFY BUYER FROM AND AGAINST THE ENTIRETY OF ANY ACTIONS, SUITS, PROCEEDINGS, HEARINGS, INVESTIGATIONS, CHARGES, COMPLAINTS,
CLAIMS, DEMANDS, INJUNCTIONS, JUDGMENTS, ORDERS, DECREES, RULINGS, DAMAGES, DUES, PENALTIES, FINES, COSTS, REASONABLE AMOUNTS
PAID IN SETTLEMENT, LIABILITIES, OBLIGATIONS, TAXES, LIENS, LOSSES, EXPENSES, AND FEES, INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’
FEES AND EXPENSES (COLLECTIVELY, “DAMAGES”), WHICH BUYER SHALL SUFFER THROUGH AND AFTER THE DATE OF THE CLAIM FOR
INDEMNIFICATION CAUSED PROXIMATELY BY THE BREACH.


 




    	 	
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(b)
SELLERS AGREE TO INDEMNIFY BUYER FROM AND AGAINST THE ENTIRETY OF ANY DAMAGES BUYER SHALL SUFFER CAUSED PROXIMATELY BY ANY LIABILITY
OF SELLERS THAT IS NOT AN ASSUMED OBLIGATION.


 


5.5
Indemnification Provisions for Benefit of Sellers.


 


(a)
IN THE EVENT BUYER BREACHES ANY OF ITS REPRESENTATIONS CONTAINED IN THIS AGREEMENT, THEN BUYER AGREES TO INDEMNIFY SELLERS FROM
AND AGAINST THE ENTIRETY OF ANY DAMAGES SELLERS SHALL SUFFER THROUGH AND AFTER THE DATE OF THE CLAIM FOR INDEMNIFICATION CAUSED
PROXIMATELY BY THE BREACH.


 


(b)
BUYER AGREES TO INDEMNIFY SELLERS FROM AND AGAINST THE ENTIRETY OF ANY DAMAGES SELLERS SHALL SUFFER CAUSED BY ANY LIABILITY OF
SELLERS THAT IS AN ASSUMED OBLIGATION.


 


5.6
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance
coverage in determining Damages for purposes of this Article V. All indemnification payments under this Article V shall be deemed
adjustments to the Purchase Price.


 


5.7
Other Indemnification Provisions. The indemnification provisions in this Article V are in addition to, and not in
derogation of, any statutory, equitable, or common law remedy any Party may have for breach of a representation, covenant, or
warranty.


 


ARTICLE
VI.





MISCELLANEOUS


 


6.1
Notices. ​Any notices or other communications hereunder shall be deemed given, ​made and received
when personally delivered or 48 hours after the same has been deposited into the United States mail, postage prepaid, registered
or certified mail, addressed to the Parties at the following addresses:


 


	To
    each Seller:	 	 
	 	 	Intermissum
    Limited
	 	 	PO
    Box 12535, Harlow Delivery Office
	 	 	Stone
    Cross, Harlow, Great Britain, CM20 1AA
	 	 	 
	To
    Buyer :	 	 
	 	 	Good
    Gaming, Inc.
	 	 	415
    McFarlan Road, Suite 108
	 	 	Kennett
    Square, PA 19348


 


Any
Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set
forth above using any other means (including telecopy, telex, ordinary mail, or electronic mail), but no such notice, request,
demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the
intended recipient. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder
are to be delivered by giving the other party notice in the manner herein set forth.


 




    	 	
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6.2
Entire Agreement. This Agreement constitutes the entire agreement among the Parties pertaining to the purchase and
sale of the Purchased Assets and supersedes all prior and contemporaneous agreements, representations and understandings of the
Parties related to said purchase and sale.


 


6.3
Amendments and Waivers. No supplement, modification or amendment of this Agreement shall be binding unless executed
in writing by all of the Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach
of warranty or covenant hereunder or affect in any way any rights arising by virtue of any such prior or subsequent occurrence.


 


6.4
No Third-Party Beneficiaries.​This Agreement shall not confer any rights or remedies upon any person other
than the Parties and their respective heirs, representatives, successors, and permitted assigns.


 


6.5
Governing Law; Venue. This Agreement and the Bill of Sale attached hereto as ​Exhibit A ​shall
be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict
of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of New York. Venue for any action shall be exclusively in New York County, New York.


 


6.6
Succession and Assignment.​This Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of the other Party.


 


6.7
Counterparts; Execution and Delivery.​This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together will constitute one and the same instrument. This Agreement may be
executed by facsimile, and shall be deemed effectively executed upon the receipt by Buyer and Sellers of the last page of this
Agreement duly executed by the Parties hereto.


 


6.8
Expenses. Except as otherwise expressly provided herein, the Parties shall pay their own fees and expenses, including
their own attorneys’ and other professional advisor fees, incurred in connection with this Agreement or any transaction
contemplated hereby.


 


6.9
Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability
of the offending term or provision in any other situation or in any other jurisdiction.


 




    	 	
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6.10
Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event
an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties
and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall
mean including without limitation. All dollar amounts stated herein are in lawful money of the United States of America. Unless
the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include
all genders.


 


6.11
Incorporation of Exhibits. The exhibits identified in this Agreement are incorporated herein by reference and made
a part hereof


 


6.12
​ Headings. The section headings contained in this Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this Agreement.


 


6.13
Time of the Essence.​Time shall be of the essence in this Agreement.


 


6.14
Acknowledgment of Legal Representation. Sellers acknowledge that Buyer has prepared all of the documentation, including
without limitation this Agreement and the attached Exhibit A​, surrounding the purchase and sale transaction contemplated
herein (the “Transaction Documents”), (ii) Sellers have carefully read and understood all of the terms and provisions
of the Transaction Documents, and (iii) Sellers have consulted with or had ample opportunity to consult with counsel with respect
to its rights under the Transaction Documents.


 






    	 	
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IN
WITNESS WHEREOF, ​the Parties have executed this Agreement as of the date first written above.


 





	SELLERS:	 	BUYER:
	Intermissum Limited	 	Good
    Gaming, Inc.
	 	 	 	 
	By:	 	 	David
    B. Dorwart, Chairman
	Title:	 	 	 
	 	 	 	 
	 	 	
		 	 
	Alexander Ridley	 	



 









    	 	
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EXHIBIT
A


 


BILL
OF SALE





 


The
undersigned Sellers (the “Sellers”), do hereby sell grant, bargain, transfer, sell, assign, convey and deliver to
Good Gaming, Inc., a Nevada corporation, (the “Buyer”), all right, title and interest in and to the Purchased Assets
as such term is defined in that certain Asset Purchase Agreement dated January 3rd, 2018, by and between Sellers and Buyer (the
“Agreement”), the terms of which are incorporated herein by reference as if set forth at length herein.


 


Sellers
for themselves, their heirs, representatives, successors and assigns, hereby covenant and agree that, at any time and from time
to time forthwith upon the written request and at the expense of Buyer, Sellers will do, execute, acknowledge and deliver or cause
to be done, executed, acknowledged and delivered, each and all of such further acts, deeds, assignments, transfers, conveyances,
powers of attorney and assurances as may reasonably be required by Buyer in order to assign, transfer, set over, convey, assure
and confirm unto and vest in Buyer, its successors and assigns, title to the assets sold, conveyed, transferred and delivered
by this Bill of Sale.


 


This
Bill of Sale shall be binding upon and inure to the benefit of the Parties and is executed and delivered by Sellers as of this
3rd​​day of January, 2018.


 


 





	 	SELLERS;
	 	 
	 	 
	 	
	 	Intermissum Limited
	 	By:	Alexander
    Ridley
	 	Title:	Director
	 	 
	 	 
	 	
	 	Alexander Ridley



 






    	 	
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