Exhibit 10.2


 


 


 


 


 


ASSET
PURCHASE AND SALE AGREEMENT


 


 


THIS ASSET PURCHASE AND
SALE AGREEMENT (hereinafter “Agreement”) is dated as of October 4, 2022, by and between Bushnell Pharmacy,
LLC, a Florida LLC (“Seller"), with a notice address of 1304 Golden Gate Drive, Southlake, TX 76092, and Golden
Developing Solutions Inc (buyer), a Nevada company (“Buyer"), with a notice address of P.O Box 460573, Fort Lauderdale,
FL 33346.


 


WHEREAS, The Seller
is the operator of a pharmacy (“Store”) located as set forth on Exhibit 1 attached hereto and incorporated herein by reference
(“Premise”).


 


WHEREAS, The Seller
owns certain assets in connection with its operation of the Store, which Seller desires to sell to Buyer, and Buyer desires to purchase
from Seller, all subject to and upon the terms hereinafter set forth;


 


WHEREAS, Indravadan Patel
(Member/Owner) owns all of the outstanding capital stock/member units of Bushnell Pharmacy, LLC (“Seller”); and


 


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


 


	1.	ASSETS; PURCHASE PRICE.



 


(a)           
Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, assign and convey to Buyer,
free and clear of all liens, security interests and other encumbrances, the following described assets (collectively, the “Assets”):


 


		(i)	Inventory.



 


(A)         
All prescription merchandise at the Store (collectively, the “Inventory”) set forth in the inventory instructions attached
hereto as Schedule A (the “Inventory Instructions”), subject to the exclusions set forth on Schedule A.


 


(B)           
The purchase price for the prescription merchandise shall be determined by the Seller’s cost.


 


 


 






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		(ii)	Prescription Files.



 


(A)         
All prescription files, records and data utilized, maintained and/or generated by Seller in the course of operating its licensed
pharmacy in the Store (hereinafter, collectively, “Seller’s Rx Data”) from the Date of Inventory (as hereinafter defined)
and going back no less than the greater of (i) the period of time required by federal and state law and (ii) one (1) year (the “Required
Time Period”). Seller’s Rx Data shall include all hard copy prescriptions, signature logs, patient profiles, patient refill
histories, customer lists, and all electronic data of the same maintained in any format by Seller. If Seller has not operated in the Store
for the Required Time Period prior to the Date of Inventory, the Required Time Period shall be such shorter period as Seller has operated
in the Store. In addition, to the extent Seller’s Rx Data is maintained in electronic format, Buyer may elect (in its discretion)
to convert and transfer all or any portion of such electronic Seller’s Rx Data, including for periods outside of the Required Time
Period. Seller will work in good faith with Buyer to transfer Seller’s Rx Data to Buyer in the most effective, efficient, and secure
manner. Seller shall fully cooperate and assist Buyer, at least thirty (30) days prior to the Date of Inventory, in Buyer’s efforts
to convert or transfer Seller’s Rx Data, using such means and efforts as determined by Buyer in its sole discretion.


 


(B)           The purchase price for
Seller’s Rx Data shall be as set forth on Exhibit 1. Seller’s Rx Data shall be transferred to Buyer exclusively, shall not
be shared with any third parties, and shall not be diminished or removed from the Store between the date of execution of this Agreement
and the Date of Inventory.


 


(iii)          
Goodwill. In consideration of Buyer’s acquisition of the Inventory and Seller’s Rx Data as set forth above,
and at no additional cost to Buyer, all goodwill with respect to the Assets being sold hereunder.


 


(iv)         
Computer Equipment. Seller will convey to Buyer all non-leased computer equipment, excluding the pharmacy operating system
server, utilized in the processing of prescriptions. Buyer agrees to purchase a server from Liberty, the pharmacy software vendor, prior
to the closing. The purchased server will be shipped to Seller’s pharmacy, and Seller, at Seller’s expense, will coordinate
with Liberty, to copy all data from existing server to new purchased server the day prior to the Closing.


 


(b)           
Excluded Assets; No Assumption of Liabilities. This sale does not include, without limitation, furniture, trade fixtures,
equipment, vehicles, leases, cash, or accounts receivable of Seller. Further, Buyer shall not assume, or be obligated to perform, pay
or otherwise discharge, any liability or obligation of Seller of any nature whatsoever, including, without limitation, any type of successor
liability, as a result of this transaction. Without limiting the foregoing, Seller expressly acknowledges and agrees that Buyer is not
assuming, and Buyer expressly disclaims and declines assumption any and all obligations and/or liabilities of the Seller or the Assets
arising from or related to acts or omissions occurring on or prior to the Date of Inventory.


 


(c)          
Purchase Price. The amounts payable under Sections 1(a)(i)(B) and 1(a)(ii)(B) are hereinafter referred to as the “Purchase
Price” and, along with any additional amounts to be paid pursuant to Section 7(b), shall be the aggregate purchase price to be paid
by Buyer for all assets and rights transferred to Buyer hereunder.


 


(d)           
Payment of Purchase Price and Deposit.


 


(i) Concurrent with the
execution of the Agreement by Buyer, Buyer shall deposit with StillwellRx (the “Broker”) the sum of $50,000.00 (the
“Deposit”). Except as provided in Section 3 of this Agreement, the Deposit shall be non-refundable and shall be applied
against the Purchase Price at the Closing.


 


(ii) Payment of the
Purchase Price. The Purchase Price, less the Deposit, shall be payable by wire transfer in immediately available funds by Buyer at
the Closing.


 


(e)           
Seller Form W-9. On the date hereof, Seller shall complete, and return to Buyer, the attached Form W-9.


 


 


 






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	2.	ADDITIONAL AGREEMENTS OF THE PARTIES.



 


(a)           
Access and Information. Subject to and in compliance with applicable law, prior to Closing, Seller will provide Buyer
and its authorized representatives with the following in connection with Buyer’s transition related planning activities: (i) such
operating data and other information relating to Seller’s business and Assets as Buyer may reasonably request. Buyer and Seller
acknowledge that each is a “Covered Entity” as that term is defined under HIPAA. To facilitate the transition of care from
Seller to Buyer, it may be necessary for Buyer to have access to electronic patient records prior to the Closing. Commencing on the date
hereof and in anticipation of the transaction contemplated hereby, Seller may deliver electronic copies of Seller’s Rx Data to Buyer.
Buyer agrees to implement appropriate safeguards to restrict the access and use of the Seller’s Rx Data prior to Closing for data
migration and integration purposes. If for whatever reason the transaction does not close, Buyer agrees to take reasonable steps to permanently
delete the Seller’s Rx Data from its active servers and dispensing system.


 


(b)           
Pharmacy Information Systems. If the electronic transfer of Seller’s Rx Data is not completed by the Date of
Inventory, Seller agrees that Buyer will have full right, at no additional cost to Buyer, to use Seller’s information systems including
any related hardware, software, and printers used or associated with the access, use, maintenance, storage, or disclosure of Seller’s
Rx Data (the “Information Systems”) for a period of fourteen (14) days from the Date of Inventory. Seller represents, warrants
and covenants that the Information Systems shall be in working order on the Date of Inventory and that Seller will maintain the Information
Systems and any hardware and software support through the Date of Inventory. Upon Buyer’s request, Seller shall provide Buyer with
the name and telephone number of Seller’s software and hardware maintenance vendors and contact persons.


 


(c)           
Telephone. At no additional cost to Buyer, Seller agrees to cooperate with Buyer in either, at Buyer’s election,
(i) the transfer of the main telephone and fax line and number(s) used in the operation of the Store to Buyer on the Date of Inventory,
or (ii) remote call forwarding for such telephone and fax lines and numbers to Buyer for a period of ninety (90) days commencing on the
Date of Inventory. Buyer shall facilitate the transfer or call forwarding, as applicable. Seller shall be solely responsible for the
cancellation of, and final payment for, any lines or services not transferred to Buyer hereunder. This includes, but is not limited to,
main telephone and fax line, modem lines, equipment leases, service contracts and advertising. Without limiting the foregoing, in the
event Buyer elects remote call forwarding under clause (ii) above, upon expiration of such ninety-day period, Seller shall disconnect
the main telephone and fax line and cancel the existing telephone and fax accounts.


 


(d)           
Advertising; Social Media; Use of Name. At no additional cost to Buyer, Seller agrees that Buyer shall have the exclusive
right to use Seller’s trade names and “doing business as” names, in each case, for a period of six (6) months from the
Date of Inventory, including, without limitation, to advertise Buyer's pharmacy and the transfer of the prescription files to Buyer from
Seller as described herein. At Buyer’s request, Seller shall arrange to have Seller’s websites and/or social media accounts
post a message notifying the public of the transfer of the prescription files to Buyer from Seller as described herein. Following the
Date of Inventory, Seller shall delete the Stores from its website and its social media accounts. Except as provided above in this subsection
(d), following the Closing, Seller and Member agree that each shall not use Seller’s websites and social media accounts in connection
with any pharmacy business related to the Stores and shall not, in the United States or any foreign country, directly or indirectly, utilize
the trade names or “doing business as” names of the Store or any derivative thereof, in perpetuity.


 


(e)           
Notifications. Seller shall send all required notifications of the sale of the Assets hereunder and closing of the Store
to all applicable governmental authorities. Seller shall also surrender the pharmacy license for the Store to the applicable governmental
authority within two (2) business days after the Date of Inventory and supply evidence thereof to Buyer. Seller shall, within two (2)
business days following the Closing (as hereinafter defined), forward to Buyer a completed W-9 Form, a copy of Seller’s notice
letter to the Board of Pharmacy, and a copy of Seller’s notice letter to the United States Drug Enforcement Agency (“DEA”).


 


 


 






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(f)           
Third Party Payors and Providers. Buyer expressly disclaims and declines assumption of any of Seller’s third-party
provider numbers or licenses. Buyer shall not assume, and shall not be deemed to have assumed, any and all obligations and/or liabilities
of the Seller, the Store or the Assets with respect to all third-party provider numbers and licenses and said obligations and/or liabilities
shall remain with Seller. Seller acknowledges that Buyer maintains relationships with several third-party payors and providers and that
such relationships may change from time to time without notice. Seller further acknowledges that it did not rely on the continuation of
Buyer’s current relationship with any third-party payor or provider when entering into this Agreement. The terms and provisions
of this Section 2(f) shall survive the Closing.


 


(g)           
Assistance with Audit. Buyer will be required to complete a PCAOB audit. Seller agrees to assist Buyer with PCAOB audit
information requests before and after the Closing . Buyer will reasonably compensate Seller for time associated with PCAOB audit post-closing.


 


	3.	CONDUCT OF BUSINESS.



 


From the date of this Agreement until the
Closing, except as otherwise provided in this Agreement or approved in writing by Buyer, Seller will comply with the following covenants:


 


(a)           
No Material Changes. Seller will carry on and maintain its business at the Store and maintain the Assets in the ordinary
course of business and in substantially the same manner as heretofore conducted. Seller shall use commercially reasonable efforts to maintain
the prescription volume at the Store and will not remove or transfer any Assets from the Store other than in the ordinary course of business.


 


(b)           
Compliance with Laws. Seller will duly comply with all laws applicable to its business, the Store and the Assets.


 


(c)           
No Encumbrances. Seller will not suffer or permit the creation of any lien or encumbrance upon any of the Assets, except
as otherwise disclosed on Schedule 3(c).


 


(d)          
Maintenance of Insurance. Seller will maintain all of the insurance policies in effect as of the date hereof unless replaced
by policies which are substantially comparable to such policies.


 


(e)          
Notification. Seller shall advise Buyer in writing promptly, but in any event prior to the Closing, of: (i) the occurrence
of any event which renders any of the representations or warranties set forth herein inaccurate or the awareness of Seller that any representation
or warranty set forth herein was not accurate when made; (ii) any fact that, if existing or known on the date of this Agreement would
have been required to be set forth or disclosed pursuant to this Agreement; and (iii) the failure of Seller to comply with or accomplish
any of the covenants or agreements set forth herein. Any notice given pursuant to this Section 3(e) shall not operate to cure any breach
of the representations and warranties made by Seller herein or in any Exhibits or Schedules hereto.


 


	4.	PHYSICAL INVENTORY; CLOSING.



 


(a)           
Store Closings. On the evening prior to the Date of Inventory, Seller shall close the Pharmacy to the general public and
the Pharmacy shall remain closed thereafter. Seller shall have the right to continue the operation of selling non-prescription merchandise.


 


 


 






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(b)           
Date of Inventory. A physical inventory count and valuation at the Store shall be taken on the dates set forth on Exhibit
1 (the date on which such physical inventory is actually taken is referred to herein as the “Date of Inventory”). Prior to
the commencement of the physical inventory, Seller shall reverse and return all filled and undelivered prescriptions at the Store to
stock in accordance with applicable governmental regulations, laws and requirements, providing all necessary notice to any third-party
payors, reversing any adjudicated claims made in respect of such prescriptions, and shall provide Buyer with a list of such prescriptions
so that Buyer is prepared to fill such prescriptions after the inventory. RGIS Inventory Service and/or any other independent firm selected
by Buyer (the “Inventory Service”) shall conduct the physical inventory, at Buyer’s expense, using the categories and
cost factors listed in the Inventory Instructions, attached hereto and made a part hereof. Seller and Buyer shall each arrange to have
its personnel present on the Date of Inventory, who shall monitor and assist in same.


 


(c)           
Closing. The closing of the purchase and sale of the Assets (hereinafter the “Closing”) shall take place by
facsimile or .pdf transmission of documents including counterpart signature pages (with hard copy to follow) upon completion of the physical
inventory of the Store on the Date of Inventory, subject to the satisfaction or waiver of the conditions precedent to Buyer’s obligation
to close set forth in this Agreement, including, without limitation, in Section 6. Possession and control of the Assets, and the risk
of loss or damage to the Assets, shall be transferred to Buyer upon the Closing. On the Closing, Buyer shall pay to Seller an amount equal
to the Purchase Price, less any amounts paid directly to Seller's secured creditors, by wire transfer to an account to be supplied by
Seller. Notwithstanding the foregoing, Buyer shall not be required to make any payment hereunder until all conditions precedent to Buyer’s
obligations hereunder have been satisfied or waived in writing by Buyer. By execution of this Agreement, Seller agrees to the manner and
form of payment described in this paragraph and that Buyer, upon making said payment in said manner and form, shall conclusively be deemed
to have fulfilled its payment obligations hereunder.


 


(d)           
Closing Date. The closing of the transactions provided for in this Agreement (the “Closing Date”) shall occur
on or before November 7, 2022, at a date, time and location to be agreed upon by Seller and Purchaser


 


(e)           
Creditor List and Payoff Letters. Seller represents and warrants that a complete and accurate list of all secured creditors
which have or may have any interest in the Assets is attached hereto as Schedule 3(c), and that such list contains all of the
names, addresses, as well as the amount owed, and the name of any persons who may assert claims even though the claim may be disputed.
On or before the Date of Inventory, as a condition precedent to Buyer’s obligation to close hereunder, Buyer shall have received
from Seller an updated creditor list and evidence of the release of all liens, security interests and other encumbrances encumbering
any of the Assets, in form and substance satisfactory to Buyer in its sole discretion, including, without limitation, any UCC-3 Termination
Statements, pay-off letters or similar documents required by Buyer, but excluding any UCC-1s filed by drug wholesalers with active drug
supply contracts, provided that Seller shall provide evidence of zero balances owed on all of such contracts at the Closing and will
cancel such contracts as of the Closing. Notwithstanding anything herein to the contrary, payment of the Purchase Price shall be paid
to the Seller or, at Buyer’s option, paid directly to Seller’s secured creditors in the amounts set forth in the Closing
Statement. Seller represents, warrants and covenants that, as of the Closing, and following such payments, Seller's creditors will be
paid in full and all of the Assets shall be free and clear of any and all security interests, liens and other encumbrances, including,
without limitation, those set forth on Schedule 3(c). Should Seller, for whatever reason, fail to pay its creditors and should
said creditors then proceed in any manner against Buyer and/or the Assets, and should Buyer suffer any loss as a result of the actions
of Seller's creditors, then Buyer shall have, without limiting any other remedies available to it hereunder, at law or in equity, the
right to deduct any such losses directly from the payments to be made to Seller or Member according to the terms of this Agreement or
any agreement entered into in connection herewith, including, without limitation, sums payable under Section 7(b) hereof.


 


(f)            
Forwarding of Funds. Buyer agrees to forward to Seller any sums of money received by Buyer for pharmacy services rendered
by Seller prior to the Date of Inventory. Seller agrees to forward to Buyer any sums of money received by Seller for pharmacy services
rendered by Buyer following the Date of Inventory.


 


 


 






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	5.	REPRESENTATIONS AND WARRANTIES OF SELLER.



 


As of the execution of this Agreement and
the Closing, Seller hereby represents and warrants to Buyer as follows:


 


(a)           
Organization and Authorization. Seller is a limited liability company duly organized, validly existing and in good standing
under the laws of the State of Florida and is in good standing in all other states, if any, in which Seller conducts its business. Seller
and Member have the requisite power and authority to execute and deliver this Agreement and perform their respective obligations hereunder.
This Agreement has been duly and validly authorized, executed, and delivered by Seller and Member and constitutes the legal, valid, and
binding obligations of Seller and Member, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles, and the discretion
of courts in granting equitable remedies.


 


(b)          
Title. Seller is the sole owner of and has good and merchantable title to all of the Assets, and all the Assets are free
and clear of security interests, liens and other encumbrances, except (as of the execution of this Agreement only) as set forth on Schedule
3(c).


 


(c)           
Licenses and Permits. Seller possesses all permits, authorizations, certifications of governmental and non-governmental
authorities, and licenses necessary for the operation of its business in the Store and the same are in full force and effect and neither
Seller nor Member has received notice of, nor is there any pending or to Seller’s knowledge any threatened proceeding relating to,
the revision, cancellation or termination of any such permits, authorizations, certifications, or licenses.


 


(d)           
No Legal Actions. There are no (i) claims, actions, suits, labor disputes, arbitration, legal or administrative proceedings
or investigations, including, without limitation, by the DEA, OIG, CMS, FDA, applicable Board of Pharmacy or other governmental body,
pending against Seller or Member or to Seller’s knowledge threatened against Seller or Member, or otherwise pending or to Seller’s
knowledge threatened with respect to the Seller's operations, the Assets, any parent, subsidiary or other affiliate of Seller, or any
director, member, manager, officer or employee of the Seller or any such affiliate, and to Seller’s knowledge no such actions,
disputes, proceedings or investigations are contemplated or (ii) judgments, decrees, orders, writs, injunctions, rulings, decisions or
awards of any court or governmental body to which Seller or Member is a party or is subject or to which any of the Assets is subject,
or is otherwise pending or to Seller’s knowledge threatened against Seller or Member. Neither Seller nor Member has received any
notice of complaints filed against Seller under HIPAA or applicable patient privacy and data protection laws and, to Seller’s knowledge,
there has been no violation of such laws.


 


(e)           
Compliance with Laws. Seller’s conduct of its business has not violated in any material respect, and is in material
compliance in all respects with, any and all applicable local, state, federal, and foreign laws, statutes, ordinances, regulations, rules,
codes, judgments, decisions, decrees, and orders (“Laws”). Neither Seller nor Member has received any notice or complaint
to the effect that, or otherwise been advised that, it is not in compliance with or it is in violation of any such Law. Seller has timely
filed all material reports, registrations and statements required to be filed by it with any governmental body and has paid all related
fees and assessments due and payable, in each case with respect to the Store. None of Seller, Member, any parent, subsidiary or other
affiliate of Seller, nor any director, member, manager, office or employee of Seller or any such affiliate has been notified, or is aware
of, of any inquiry, investigation or similar proceeding from any governmental body, been sanctioned, or had a sanction proposed, by any
governmental body, or received or filed for any Medicare or Medicaid overpayments or other improper billings with respect to the Store.
All Medicare, Medicaid and third-party reports and claims filed or required to be filed with respect to the Store have been timely filed
and are complete and accurate in all material respects. Such reports and claims properly claim and disclose all information and other
items to be disclosed for the periods covered thereby. None of Seller, Member, any parent, subsidiary or other affiliate of Seller, nor
any director, member, manager, office or employee of Seller or any such affiliate has been disciplined or sanctioned, or has had a discipline
or sanction proposed, by any governmental body or excluded from participation in any government healthcare payment program, including
Medicare or Medicaid, nor are any of the foregoing persons aware of any pending or threatened discipline, sanction, inquiry, investigation
or government action that may lead to such exclusion, fine or other remedy. Seller is in compliance with and has submitted all reports
and other information required by, all prescription monitoring programs or other similar programs maintained by governmental or regulatory
authorities and is not aware of and has not received any notice of, or otherwise been advised of, any errors in any such submissions.


 


 


 






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(f)            
Employees; Labor Matters. Seller has complied and is in compliance with, in all material respects, applicable legal requirements
pertaining to the employment of labor, including but not limited to those relating to wages, benefits, hours, FMLA, ADA accommodations,
collective bargaining, discrimination, drug testing, polygraphs, harassment, retaliation or wrongful discharge, or requiring leave or
other accommodation or otherwise regarding terms and conditions of termination from employment, worker’s compensation, immigration,
plant closings and unemployment compensation, and there are no claims, causes of action, charges, suits, complaints, administrative proceedings,
arbitrations, material labor grievances, or government investigations or proceedings, pending or, to the knowledge of Seller or Member,
threatened against Seller in connection therewith. Seller has not received notice of, nor does Seller or Member have knowledge of any
matter that could reasonably form the basis for, any such claims. There are no collective bargaining agreements covering any employees
of Seller, no collective bargaining agent has been certified as a representative of any of the employees of Seller, and no representation
campaign or election is now in progress with respect to any of the employees of Seller.


 


(g)           
No Violation or Conflict. Neither the execution and delivery of this Agreement, nor the performance of its obligations hereunder,
by Seller or Member is a violation of any provision of its articles of organization or operating agreement, or any law, rule, regulation,
order, writ, injunction, judgment, decree, contract, or other obligation to which it is a party or to which it, the Store or the Assets
are subject.


 


(h)          
Consents. No consent or approval by, or filing with, any governmental authority or any other person or entity is required
in connection with the execution and delivery by Seller of this Agreement or the consummation by Seller of the transactions contemplated
hereby.


 


(i)            
Taxes. All federal, state, county, and local tax and other returns and reports required and due to be filed with respect
to Seller, the Assets, or both have been filed, and all taxes, levies, license and registration fees, charges or withholdings of any nature
whatsoever, including, without limitation, excise, sales, use, transfer, property gains, and ad valorem taxes (collectively, “Taxes”)
have been paid, or adequate provision for the payment thereof has been made. Buyer will not be responsible for, and Buyer specifically
assumes no obligations to pay, any Taxes or withholding any Taxes or any other similar liability or obligation of Seller. Seller is not
in default of the payment of any Taxes due or payable or of any assessments received in respect thereof and Seller has not waived any
statute of limitations in connection with or granted any extension of a period for the assessment of, any Tax. Seller is not a “foreign
person” as that term is used in Treasury Regulations Section 1.1445.2.


 


(j)            
Disclosure. Neither this Agreement nor any of the schedules or exhibits hereto contains or will contain when delivered at
Closing any untrue statement by Seller of a material fact or will omit to state a material fact necessary to make the statements contained
herein or therein, in light of the circumstances in which they were made, not misleading.


 


(k)          
Prescriptions; Seller’s Rx Data. The prescriptions filled at the Store have arisen from bona fide, legal transactions.
Seller’s Rx Data has been accessed, collected, compiled, disclosed, maintained, and stored in compliance in all material respects
with any and all local, state, federal, and foreign laws, statutes, ordinances, regulations, rules, codes, decisions, decrees, and orders,
and are consistent in all material respects with industry standards and clinical guidelines applicable to pharmacists and licensed prescribers.
Seller’s Rx Data is complete and accurate in all material respects.


 


(l)            
Controlled Substances Inventory. To the extent required by applicable law or DEA regulations in the context of the transaction
contemplated by this Agreement, Seller has undertaken and delivered to Buyer a complete and accurate inventory of all controlled substances.


 


(m)          
DEA Recordkeeping. Seller has provided to Buyer all records in its possession that are required to be maintained by DEA
regulations for the prior two-year period.


 


(n)           
Insurance. Seller is insured with responsible insurers (including, without limitation, general liability insurance coverage
and Causes of Loss-Special Form insurance covering the Assets) against risks normally insured against by similar businesses under similar
circumstances.


 


 


 






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(o)           
Prohibited Persons and Transactions. Each of Seller and each Member (i) is not a person or entity with whom U.S. persons
or entities are restricted from doing business under regulations of the Office of Foreign Assets Control (“OFAC”) of the Department
of the Treasury (including those named on OFAC’s Specially Designated Nationals and Blocked Persons List) or under any statute,
executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism), or other governmental action, and (ii) has not been convicted, pleaded nolo contendere, indicted,
arraigned or custodially detained on charges involving money laundering or predicate crimes to money laundering.


 


(p)           
Ownership. The Member owns all of the outstanding membership interests and stock in Seller free and clear of any lien or
other encumbrance. There are no options, warrants, calls, rights, agreements, arrangements or undertakings of any kind (contingent or
otherwise) obligating Seller to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of stock, membership interests,
partnership interests or any other securities of Seller.


 


The foregoing
representations and warranties shall survive the Closing and remain in full force and effect thereafter.


 


	6.	CONDITIONS PRECEDENT.



 


It is agreed that
the obligations of Buyer under this Agreement are strictly contingent upon and subject to the satisfaction of each of the following conditions
precedent on or before the Date of Inventory:


 


(a)           
Closing Certifications. Seller will have performed and complied in all material respects with all agreements, covenants
and obligations contained in this Agreement that are required to be performed or complied with by it at or prior to the Closing and each
of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects on the
Date of Inventory as though made on the Date of Inventory.


 


(b)           
No Material Adverse Change. Since the date of this Agreement, there will not have been any material adverse change in the
Assets or the business, operations, results of operations or condition (financial or other) of the Store, and no event has occurred or
circumstance exists that may result in such a material adverse change.


 


(c)           
Closing Documents. Buyer will have received a fully executed Bill of Sale and Closing Statement in a form attached hereto
as Exhibit 2 and the updated creditor list and all terminations, pay-off letters and other documents required pursuant to the terms
of Section 4(e) hereof.


 


(d)           
No Governmental Order. No provision of any applicable Law or governmental order, judgment, decree or ruling shall prohibit
the consummation of the transactions contemplated hereby.


 


(e)           
Transfer of Seller’s Rx Data. The conversion and transfer of Seller’s Rx Data to Buyer, as contemplated in Section
1 hereof, shall be complete.


 


(f)            
Prescription Monitoring Compliance. Prior to Closing, at Buyer’s request, Seller shall have provided Buyer with evidence
of Seller’s compliance in all material respects with applicable prescription monitoring programs or similar programs, including,
without limitation, evidence that there are no outstanding errors in Seller’s submissions pursuant to such programs, in form and
substance satisfactory to Buyer in its reasonable discretion.


 


(g)           
Drug Enforcement Administration Notice. The parties shall not have received any notice from the Drug Enforcement Administration
(“DEA”) that the transfer is being challenged or permission to transfer will be denied by the DEA after the DEA receives its
fourteen (14) day advanced notice of transfer sent prior to the parties’ execution and delivery of this Agreement.


 


 


 






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	7.	NON-COMPETITION COVENANTS.



 


(a)            Covenant. Indravadan
Patel, personally, whose social security number is set forth on the attached W-9, residing at 1304 Golden Gate Drive,
Southlake, TX 76092, agrees that he will not, directly or indirectly, during the period commencing on the Date of Inventory and
expiring on the third (3rd) anniversary of the Date of Inventory (the “Restrictive Period”): (i) anywhere
within a radius of ten (10) miles of the Buyer’s Store located as set forth on Exhibit 1 (the “Territory”), either
directly or indirectly, be employed by, form, acquire, invest in, finance, own, operate, manage, assist, support, provide directly
or indirectly with, whether as a Member, partner, lessor, lessee, member, joint venture, advisor, employee, consultant or
independent contractor, an enterprise (a “Competing Business”) which is engaged in the business of any retail pharmacy;
(ii) hire, engage, employ or interfere with, or attempt to hire, engage, employ or interfere with, either directly or indirectly,
any employees, representatives or agents of Buyer, or any affiliates controlling, controlled by, or under common control with Buyer
(an “Affiliate”), in the Territory, or induce or attempt to induce, either directly or indirectly, any of them to leave
the employ of Buyer or any Affiliate, or violate the terms of his or her contract with Buyer or any Affiliate; or (iii) call upon,
solicit, advise or otherwise do or attempt to do, business with any clients, suppliers, customers or accounts of the business of
Seller or the Buyer or any Affiliate in the Territory or take away or interfere or attempt to take away or interfere with any
customer, trade, business or patronage of the business of Seller or the Buyer or any Affiliate in the Territory. Notwithstanding
anything herein to the contrary, Seller shall not deliver prescriptions into or within the Territory. This non-competition covenant
does not prohibit Seller from operating a business selling non-prescription merchandise.


 


(b)           
Consideration. In consideration of the foregoing covenant, in addition to the purchase of the Assets hereunder, Buyer agrees
to pay to the Member the total sum as set forth on Exhibit 1 (the “Non-Compete Consideration”). The Member acknowledges that
ahe will receive substantial benefit from the purchase of the Assets hereunder. With respect to Seller, the purchase of the Assets hereunder
shall be deemed to be good and sufficient consideration for said covenant not to compete. Payment of the Non-Compete Consideration shall
be made to the Member and shall be made by wire transfer to an account designated by Member or by corporate check payable to Member. Payment
of the Non-Compete Consideration shall be delivered at the Closing. Seller and Member acknowledge and agree that (i) the foregoing covenants
are a material inducement to Buyer to enter into this Agreement, and Buyer is doing so in reliance upon each of the Seller and Member
agreeing to be bound by such covenants; and (ii) in light of such reliance, the amount allocated herein is not intended by the parties
as a measure of damages that might be incurred by Buyer in the event of a breach of any such covenant.


 


(c)           
Remedies. The Seller and Member hereby agree that if either or both shall breach the provisions of this Section 7, it will
cause irreparable damage to Buyer and in the event of such breach Buyer shall have available all its right and remedies at law or in equity,
including, without limitation, the right to a reimbursement from the Member of the consideration paid hereunder and the right to injunctive
relief. The terms and provisions of this Section 7 shall survive the Closing.


 


	8.	ACCESS TO INFORMATION.



 


(a)           
PHI. After the Date of Inventory, Buyer shall use commercially reasonable efforts to make the Protected Health Information
(as defined hereinafter) that is part of Seller’s Rx Data available for access to patients and disclosure to other authorized third
(3rd) parties in accordance with the Health Insurance Portability and Accountability Act of 1996, as amended by Subtitle D
of the Health Information Technology for Economic and Clinical Health Act, Title XIII of Division A and Title IV of Division B of the
American Recovery and Reinvestment Act of 2009 (Pub. L. No. 111-5) (the “HITECH Act”) and the federal regulations (“HIPAA
Rules”) published at 45 CFR parts 160 and 164 and any applicable state privacy and security laws regarding individually identifiable
health information and other applicable laws. For the purposes of this Agreement, Protected Health Information shall have the same meaning
as such term is defined in 45 CFR 160.103. Seller acknowledges and agrees that notwithstanding the foregoing, Buyer shall not assume
any legal obligations or liabilities of Seller under the HIPAA Rules relating to any uses and disclosures of Protected Health Information
made prior to the Date of Inventory. All inquiries, including those relating to patient rights or the Seller’s obligations under
the HIPAA Rules relating to any uses and disclosures of Protected Health Information made prior to the Date of Inventory shall be forwarded
to Seller or its designated agent for handling. For a period of six (6) years after the Date of Inventory, Seller shall maintain a designated
point of contact and provide written notice to Buyer of the postal address of such designated point of contact (including updated written
notice within five (5) business days should such address or such designated point of contact change).


 


 


 






    	 	9	 



     


    

 


(b)           
RX Data. Seller shall retain copies of Seller’s Rx Data transferred to Buyer pursuant to this Agreement to the extent
required by, and in accordance with, applicable law and/or any applicable third-party payor rules (government or private) relating to
maintenance of medical records. Following Closing, Seller and Buyer each shall preserve in accordance with the applicable record keeping
requirements and regulations of Medicare, Medicaid, the FDA, the DEA and state pharmacy boards in jurisdictions that Seller and Buyer
conduct business all records possessed by such party relating to the business at the Store prior to the Closing Date. To the extent permitted
in accordance with the HIPAA Rules and other applicable laws, Buyer hereby agrees to make available to Seller, in a form reasonably determined
by the Buyer, copies of Seller’s Rx Data transferred to Buyer pursuant to this Agreement if, after the Closing and for a legitimate
business reason, Seller requires copies of such Seller’s Rx Data.


 


To the extent
Seller retains or is given access to Seller’s Rx Data, Seller agrees to hold all such documentation and information in confidence
and to take commercially reasonable measures to prevent any unauthorized disclosures thereof. Seller further agrees that it will not use
Seller’s Rx Data for any purpose after Closing except as required by law, in connection with pending litigation, or the resolution
of third-party claims. Without limiting the foregoing, neither Seller nor any of its affiliates will solicit, whether by mail, internet
or any other means, any of the patients whose records are being transferred to Buyer pursuant to this Agreement. In the event that Seller
is requested or required by law, subpoena, court order, or other similar legal process to disclose all or any portion of Seller’s
Rx Data transferred to Buyer pursuant to this Agreement, Seller may make such disclosure, provided it will provide Buyer with prompt written
notice thereof.


 


The terms and provisions of this Section 8 shall survive
the Closing.


 


	9.	BUYER’S INDEMNIFICATION OBLIGATION.



 


Buyer shall indemnify
and defend Seller, and hold Seller harmless, from and against any and all losses, costs, expenses, claims, damages, liabilities, actions,
proceedings, investigations, injunctions, judgments, orders, rulings, fines (and interest and penalties, if any) (collectively, “Losses”),
including, without limitation, court costs and reasonable attorney’s fees, arising out of or resulting from (a) any breach of any
representation or warranty of Buyer contained in or given in writing pursuant to this Agreement, or in any other agreement or instrument
delivered in connection herewith, (b) any breach or nonfulfillment by Buyer of any covenant or obligation contained in this Agreement
or in any other agreement or instrument delivered in connection herewith, or (c) Buyer’s possession or use of the Assets after the
Date of Inventory. The terms and provisions of this Section 9 shall survive the Closing.


 


	10.	SELLER’S INDEMNIFICATION OBLIGATION.



 


Seller shall
indemnify and defend Buyer, its subsidiaries and affiliates, and each of their respective directors, members, managers, officers, employees
and agents (each, a “Buyer Indemnified Party”), and hold each Buyer Indemnified Party harmless, from and against any and all
Losses, including, without limitation, court costs and reasonable attorney’s fees, arising out of or resulting from (a) any breach
of any representation or warranty of Seller contained in or given in writing pursuant to this Agreement, or in any other agreement or
instrument delivered in connection herewith, (b) any breach or nonfulfillment by Seller of any covenant or obligation contained in this
Agreement or in any other agreement or instrument delivered in connection herewith, (c) any and all liabilities and obligations of every
nature and description of Seller, or (d) Seller’s possession or use of the Assets, the Premises or the Store up to and including
the Date of Inventory, Seller’s operations prior to or on the Date of Inventory, Seller’s third party provider numbers or
licenses, Seller’s Existing Leases, or any other events, acts or omissions of Seller which occurred prior to or on the Date of Inventory,
including, without limitation, claims or actions brought against Buyer under Seller’s Existing Leases based on events, acts or omissions
of Seller which occurred prior to or on the Date of Inventory. The terms and provisions of this Section 10 shall survive the Closing.


 


 


 






    	 	10	 



     


    

 


	11.	EMPLOYMENT.



 


Buyer, Seller, and Member
agree that Buyer has not offered any terms of employment to Member or to any of Seller’s employees as consideration for the sale
contemplated herein. It is agreed that in the event that Member and/or any employees of Seller shall be employed by Buyer as the result
of the Closing of the transaction contemplated herein, then each such Member and/or individual employee of Seller shall be an “employee-at-will”
of Buyer, and Buyer shall have no contractual obligation with regard to such employment, except that, for purposes of the participation
of any such acquired employees in the Buyer’s 401(k) and health plans, the Buyer shall cause such plans to take into account, for
purposes of eligibility thereunder, the pre-Closing service of such employees as if such service was with Buyer or its Affiliates to
the same extent such service was recognized by the Seller immediately prior to the Closing under the comparable Seller benefit plan,
in all cases to the extent allowed under ERISA, the Code and applicable law.


 


Buyer is not
assuming any liability or obligations related to any of Seller’s current or former employees. Without limiting the foregoing, Seller
acknowledges that no Benefit Plan, or obligation or liability related to any Benefit Plan, will be transferred to Buyer, and all such
Benefit Plans and related obligations and liabilities will remain with Seller, whether prior to, on or after the applicable Closing. Seller
shall be responsible for any liability under the WARN Act and any similar state or local law or regulation relating to plant closings
and layoffs with respect to Seller’s employees who are terminated on or prior to the Date of Inventory. The terms and provisions
of this Section 11 shall survive the Closing.


 


	12.	CONFIDENTIALITY.



 


(a)          
Confidentiality. Buyer and Seller hereby covenant and agree to keep the existence of this Agreement, the terms and conditions
of this Agreement, and any discussions, negotiations or other non-public information relating to this Agreement confidential and to not
disclose the same to any person or entity, including without limitation, employees and customers of Seller, except to the extent (i) approved
by the other party in writing, which approval shall not be unreasonably withheld, conditioned or delayed, (ii) expressly permitted hereunder
or otherwise necessary to carry out the party’s respective obligations hereunder, or (iii) required by law, subpoena or court order.


 


(b)          
Permitted Announcements. Notwithstanding the foregoing, following the full execution of this Agreement, Seller may disclose
the existence of the transactions contemplated hereby to Seller’s employees, provided, however, that such disclosure shall only
be made after consultation and coordination with Buyer with regard to the content and timing of such disclosure. If Buyer so elects, Buyer
may have its representatives present at the time of any such disclosure to Seller’s employees. Following such disclosure, if and
as directed by Buyer, Seller shall provide notification of the transactions contemplated hereby to Seller’s customers, including,
without limitation, by posting signs in the Premises, bag tags and/or mailers. All such notifications shall be in a form provided by Buyer
or otherwise subject to Buyer’s prior approval. Without limiting the foregoing, no press release, news release, media release, press
statement or comment, social media communication, or other similar public announcement or communication related to this Agreement or the
transactions contemplated hereby will be issued by Seller, any Member or any of their respective affiliates without the prior written
approval of Buyer.


 


	15.	SURVIVAL.



 


The representations,
warranties and indemnities contained in this Agreement, and any covenants and agreements contained herein that by their terms expressly
survive the Closing or contemplate performance after the Closing, shall survive the Closing and continue in full force following the Closing.


 


 


 






    	 	11	 



     


    

 


	16.	MISCELLANEOUS.



 


(a)           
Applicable State Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the
state in which the Store is located.


 


(b)           
Severability. If any term or provision of this Agreement or the application thereof to any persons or circumstances shall
to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or
circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision
of this Agreement shall be valid and enforceable to the fullest extent permitted by law.


 


(c)           
Notices. Any notice, request or other document to be given hereunder to any party shall (i) be in writing, (ii) delivered
personally, sent by certified mail, postage prepaid, or sent by a commercially recognized overnight courier, provided a receipt is required,
and (iii) if to Buyer, addressed to it at the address provided on Page 1 hereof, and if to Seller, addressed to it at the address provided
on Page 1 hereof, or at such other address as any party hereto shall indicate by writing as herein provided.


 


(d)          
Assignment; Successors and Assigns. Buyer shall have the absolute right to assign this Agreement or any of its rights or
obligations hereunder, and/or designate another party to take title to all or any of the Assets, without the consent of Seller, including
but not limited to, an assignment of the rights of Buyer under Section 7; provided that Buyer shall remain obligated to perform under
this Agreement if such assignee fails to perform. If requested by Buyer, Seller shall cooperate by giving Buyer written acknowledgement
of any notice of such assignment and or designation received from Buyer in connection therewith. Seller may not assign this Agreement,
or any rights or obligations hereunder, without the written consent of Buyer. This Agreement shall bind and inure to the benefit of the
parties hereto and, subject to foregoing, their respective heirs, representatives, successors and assigns. This terms and provisions of
this Section 16(d) shall survive the Closing.


 


(e)           
Waiver of Trial by Jury. The parties hereto waive to the fullest extent permitted by law, trial by jury in any action, proceeding
or counterclaim brought by either of such parties against the other with respect to any matter whatsoever arising out of or in any way
connected with this Agreement.


 


(f)            
Headings; Construction. The headings of the Sections herein are inserted for convenience of reference only and will be ignored
in the construction or interpretation hereof. Unless the context clearly requires otherwise, (i) whenever the words “including”,
“include” or “includes” are used in this Agreement, they shall be interpreted in a nonexclusive manner, and (ii)
“or” is not exclusive.


 


(g)           
Further Assurances. Following the Closing, the parties will execute and deliver such documents and take such other actions
as may be reasonably requested from time to time by Buyer or Seller in order to fully consummate the transactions contemplated hereby.


 


(h)           
Third Party Beneficiaries. Nothing in the Agreement will be construed to confer any right, benefit or remedy upon any person
or entity that is not a party hereto or a permitted assignee of a party hereto, except as otherwise expressly set forth in this Agreement.


 


(i)            
Schedules and Exhibits. All schedules and exhibits to this Agreement are an integral part of this Agreement and are incorporated
herein by reference for all purposes of this Agreement.


 


(j)            
Entire Agreement. This Agreement and the agreements, exhibits, schedules and certificates referred to herein or delivered
pursuant hereto constitute the entire agreement between the parties hereto with respect to the purchase and sale of the Assets and supersedes
all prior agreements and understandings.


 


 


 






    	 	12	 



     


    

 


(k)           
Amendment; Waiver. This Agreement may be amended, supplemented or otherwise modified only by an agreement in writing signed
by both parties hereto. The waiver by a party of any breach of any provision of this Agreement will not constitute or operate as a waiver
of any other breach of such provision or of any other provision hereof, nor will any failure to enforce any provision hereof operate as
a waiver of such provision or of any other provision hereof.


 


(l)             
Attorneys’ Fees. In the event a party shall be required to commence or defend any action or proceeding against any
other party by reason of any breach or claimed breach of any provision of this Agreement, to commence or defend any action or proceeding
in any way connected with this Agreement or to seek a judicial declaration of rights under this Agreement, the party prevailing in such
action or proceeding shall be entitled to recover from or to be reimbursed by the other party for the prevailing party’s reasonable
and actual attorneys’ fees and costs through all levels of proceedings.


 


(m)          
Counterparts; Electronic Signatures. This Agreement may be executed in separate counterparts each of which shall be an original
and all of which shall be deemed to be one and the same instrument. Buyer and Seller agree that a facsimile or .pdf signature on this
Agreement is as valid as an original signature.


 


(n)          
Arms-Length Transaction. Each of Buyer and Seller hereby acknowledge and agree that (i) it is not the purpose of this Agreement
or any of the transactions contemplated hereby to exert influence in any way over the judgment of any party with respect to the referral
of patients or business, (ii) it is the intent of the parties that any referrals that may be made by Seller to Buyer’s business
shall be based solely upon the professional judgment and discretion of the referring party while acting in the best interests of the
patient, and (iii) the consideration hereunder is consistent with fair market value in an arm's length transaction and no part of the
purchase price or other amounts payable hereunder takes into consideration the volume or value, if any, of referrals or business generated
between the parties.


 


	17.	PERSONAL PROPERTY TAXES.



 


Any ad valorem
taxes assessed against the personal property (as personal property is defined by the taxing jurisdiction(s) having taxing authority over
the Assets) transferred to Buyer in connections with the transactions contemplated hereby shall be apportioned between Seller and Buyer
as of midnight of the day preceding Date of Inventory. Such apportionment shall be made to the best of the parties' abilities at the time
of Closing based on the most recent personal property tax bill issued by the taxing jurisdiction(s). If final amounts are not known at
the time of Closing, such prorations shall be recalculated by Buyer and Seller when the final amounts become known, and Buyer and Seller
shall make any additional payment or refunds, as the case may be, so that the correct prorated amount is paid by each of Buyer and Seller.
The terms and provisions of this Section 17 shall survive the Closing.


 





	19.	FORCE MAJEURE EVENT.



 


Neither party
to this Agreement is liable nor in default for any delay or failure in performance under this Agreement, and such delay or failure of
performance shall not constitute a breach of this Agreement, if and to the extent that such delay or failure is the result of a Force
Majeure Event (as defined below). If a party intends to invoke this provision, that party shall provide notice to the other party as soon
as practicable. Each party shall exercise commercially reasonable efforts to mitigate the extent of such delay or failure. “Force
Majeure Event” shall mean catastrophic acts of terrorism, fire, explosion, earthquake, storm, flood, war, insurrection, tornado,
hurricane, other natural disasters, pandemics, quarantine restrictions or travel restrictions, sabotage, embargo, expropriation, riot,
acts of God or any comparable event or other state, national or international emergency, calamity or crisis, beyond the reasonable control
of the party seeking to excuse or delay performance under this Agreement.


 


(SIGNATURES ON FOLLOWING PAGE)


 


 


 


 






    	 	13	 



     


    

 


IN WITNESS WHEREOF, the parties hereto
have duly executed this Agreement as of the day and year first above written.


 


 


	BUYER:	 	SELLER:
	 	 	 
	GOLDEN DEVELOPING SOLUTIONS INC	 	   Bushnell Pharmacy LLC
	 	 	 
	/s/ Stavros Triant	 	By:
/s/ Indravadan  Patel
	Stavros Triant	 	 Indravadan Patel
	CEO	 	Manager






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	14	 



     


    

 


Exhibit 1


 


Pharmacy Location, Inventory Amount, Purchase Price and
Non-Compete Allocation


 


 


	Seller:	Bushnell Pharmacy LLC	Buyer:	Golden Developing Solutions Inc
	 	
    417
N. West St.

    Bushnell, FL 33513
	 	
    416 Clematis St.

    West Palm Beach, FL 33401



 


 


 


 


Date of Inventory: 11/4/2022


 


Maximum Inventory Amount: $550,000.00


Seller’s
RX Data (Purchase Price): $1,690,000.00


Non-Compete Covenant: $10,000.00


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	15	 



     


    

 


Exhibit 2


 


Closing Statement


Asset Purchase
Agreement


Dated October 4, 2022


by and between


Golden Developing Solutions Inc


And


Bushnell Pharmacy
LLC


 


 


 


The following is a listing of all payments to be made pursuant
to the above-referenced Asset Purchase and Sale Agreement.


 


	RX Inventory	$
	 	 
	Prescription Files	$1,690,000.00
	 	 
	Covenant Not To Compete	$10,000.00
	 	 
	 	 
	 	 
	Total	$






 


This Closing
Statement is acknowledged and agreed to this __ day of October, 2022.


 


 


 


	BUYER:	 	SELLER:
	 	 	 
	GOLDEN DEVELOPING SOLUTIONS INC	 	BUSHNELL PHARMACY LLC
	 	 	 
	/s/ Stavros Triant	 	By:
/s/  Indravadan Patel
	Stavros Triant, its CEO	 	Indravadan Patel, its Manager






 


 


 


 


 


 






    	 	16	 



     


    

 


BILL OF SALE


 


 


KNOW
ALL PERSONS by these presents that Bushnell Pharmacy LLC (“Seller") in consideration of the sum of Ten Dollars ($10.00) and other
good and valuable consideration paid by Golden Developing Solutions Inc ("Buyer"), the receipt and adequacy of which is
hereby acknowledged, does hereby grant, sell, assign, transfer and deliver to Buyer, its successors and assigns, all of Seller's
right, title and interest in and to the Assets, including, without limitation, the Inventory and Seller’s Rx Data, as defined
and described in the Purchase and Sale Agreement dated as of October 4, 2022, by and between Seller and Buyer, to have and to hold
same unto Buyer, its successors and assigns, forever.


 


Seller hereby
warrants, covenants and agrees that it is the sole lawful owner of said Assets that Seller will warrant and defend the sale of said Assets
hereby sold to Buyer, its successors and assigns, against all and every person and persons whomsoever.


 


Buyer and Seller
agree that a facsimile or .pdf signature on this Bill of Sale and the Closing Statement is as valid as an original signature.


 


IN WITNESS WHEREOF, Seller has executed these presents
this __ day of October, 2022.


 


 


	BUYER:	 	SELLER:
	 	 	 
	GOLDEN DEVELOPING SOLUTIONS INC	 	BUSHNELL PHARMACY LLC
	 	 	 
	/s/ Stavros Triant	 	By:
/s/ Indravadan Patel
	Stavros Triant, its CEO	 	Indravadan Patel, its Manager


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	17	 



     


    

 


 


TO INSURE PROMPT PAYMENT PLEASE
CONTACT YOUR RECEIVING BANK AND ASK THEM TO PROVIDE “SAME DAY WIRE TRANSFER” INSTRUCTIONS FOR ALL OF YOUR ACCOUNTS ON THEIR
LETTERHEAD WITH NO HANDWRITTEN NOTATIONS OTHER THAN A BANK OFFICER’S SIGNATURE.


 


 


 


 


 


WIRE TRANSFER INSTRUCTIONS ON BANK LETTERHEAD ARE THE
ONLY ACCEPTABLE FORM.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	18	 



     


    

 


SCHEDULE A


 


INVENTORY INSTRUCTIONS


 


Inventory
Date: 10 /__ / 2022


 


Here is a list of Inventory Categories with Seller’s
cost.


 


	Category List	Seller’s Cost
	Brand Rx	$
	Generic Rx	$
	
    Controls
	
     

    

	Schedule II	$
	Schedule III	$
	Schedule III	$
	Schedule IV	$
	Schedule V	$


 


Partially filled (opened) stock containers of pharmacy
brand name and/ or generic drug product(s) will be counted by visually estimating to the nearest tenth (1/10) of the full container and
then multiplying the quantity in the container by the Seller’s cost.


 


EXCLUSION LIST


Any Non-Prescription Products containing


 


Vaccines


 


Pharmacy
Inventory Not In Its Original Container or Package


 


Pharmacy Inventory Which Will Outdate Within Sixty (60)
Days of the Inventory Date


 


Sample Pharmacy Inventory


 


 


 


 


 


 


 


 


 






    	 	19	 



     


    

 


SCHEDULE 3(c)


 


LIST OF SECURED CREDITORS


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	20	 



     


    

 


DISBURSEMENT
AGREEMENT


 


This
Disbursement Agreement dated as of October 4, 2022 (the “Agreement”), is entered into by and among
Bushnell Pharmacy, LLC, a Florida limited liability company (“Seller”), Golden Developing Solutions, LLC,
a Nevada limited liability company (“Buyer”) and SRX, LLC, a Tennessee limited liability company
(“Stillwell”).


 


WHEREAS, Seller and Buyer entered
into an Asset Purchase and Sale Agreement dated as of October 4, 2022 (the “Purchase Agreement”), pursuant to
which Buyer agreed to deposit in escrow with Stillwell the sum of $50,000 (the “Deposit”).


 


WHEREAS, Stillwell has been requested
by Seller and Buyer to hold the Deposit in accordance with the terms of this Agreement and Stillwell has agreed to do the same solely
as an accommodation to Buyer and Seller in order to facilitate the disbursement of the Deposit.


 


NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:


 


1.             
Receipt of Deposit. Seller and Buyer acknowledge that the Deposit shall be received by Stillwell into Stillwell’s separate
bank account.


 


 2.              No Investment of Deposit. The Deposit shall not be invested by Stillwell.




 


3.             
Disbursements. Stillwell shall disburse the Deposit to accordance with the terms of the Purchase Agreement.


 


 4.              IRS Reporting.




 


(a)           
Seller and Buyer agree that, unless required by applicable law, Stillwell shall have no obligation to provide an Internal Revenue Service
form 1099 or any other documentation to any party with respect to any portion of the Deposit received by such party.


 


(b)           
If required under applicable law, Seller and Buyer shall provide any information reasonably requested by Stillwell prior to disbursement
of any portion of the Deposit to such party. Seller and Buyer understand that if such information is not provided to Stillwell, Stillwell
may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of
any interest or other income earned on the investment of the Deposit.


 


(c)           
To the extent that Stillwell becomes liable for the payment of any taxes in respect of income derived from the investment of the Deposit,
Stillwell shall satisfy such liability to the extent possible from the Deposit. Seller and Buyer, jointly and severally, shall indemnify,
defend and hold Stillwell harmless from and against any tax that may be assessed against Stillwell on or with respect to the Deposit
and the investment thereof unless such tax was directly caused by the gross negligence or willful misconduct of Stillwell. The indemnification
provided by this Section is in addition to the indemnification provided elsewhere in this Agreement and shall survive the resignation
of Stillwell and the termination of this Agreement.


 


5.             
Termination. Upon the disbursement of all of the Deposit, this Agreement shall terminate and be of no further force and effect
except that the provisions of Sections 4, 6, 7, 8, 9, 10, 12, 13 and 14 hereof shall survive termination.


 


 


 






    	 	21	 



     


    

 


6.             
Scope of Responsibility. Notwithstanding any provision to the contrary, (a) Stillwell is obligated only to perform the duties specifically
set forth in this Agreement, which shall be deemed purely ministerial in nature, (b) under no circumstances will Stillwell be deemed to
be a fiduciary to Buyer, Seller or any other person under this Agreement, (c) Stillwell will not be responsible or liable for the failure
of any party to perform in accordance with this Agreement, (d) Stillwell shall neither be responsible for, nor chargeable with, knowledge
of the terms and conditions of any other agreement, instrument, or document other than this Agreement, whether or not an original or a
copy of such agreement has been provided to Stillwell, (e) Stillwell shall have no duty to know or inquire as to the performance or nonperformance
of any provision of any such agreement, instrument, or document, (f) references in this Agreement to any other agreement, instrument,
or document are for the convenience of the parties, and Stillwell has no duties or obligations with respect thereto, and (g) this Agreement
sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of Stillwell shall be inferred or
implied from the terms of this Agreement or any other agreement.


 


7.             
Reliance. Stillwell shall not be liable for any action taken or not taken by it in accordance with the direction or consent of
the Parties or their respective attorneys, agents, representatives, successors, or assigns. Stillwell shall not be liable for acting or
refraining from acting upon any notice, request, consent, direction, requisition, certificate, order, affidavit, letter, or other paper
or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, without further
inquiry into the person’s or persons’ authority.


 


8.             
No Financial Obligation. No provision of this Agreement shall require Stillwell to risk or advance its own funds or otherwise incur
any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Agreement.


 


9.             
Indemnification. Seller and Buyer, jointly and severally, shall indemnify, defend and hold harmless Stillwell from and against
any and all loss, liability, cost, damage and expense, including, without limitation, attorneys’ fees and expenses or other professional
fees and expenses which Stillwell may suffer or incur by reason of any action, claim or proceeding brought against Stillwell, arising
out of or relating in any way to this Agreement, except to the extent such loss, liability, cost, damage or expense shall have been finally
adjudicated to have been directly caused by the willful misconduct or gross negligence of Stillwell. The provisions of this Section shall
survive the resignation of Stillwell and the termination of this Agreement.


 


10.          
Limitation of Liability. STILLWELL SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (A) DAMAGES, LOSSES OR EXPENSES ARISING
OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES OR EXPENSES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY RESULTED
FROM STILLWELL’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (B) SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND
WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF STILLWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES
AND REGARDLESS OF THE FORM OF ACTION.


 


11.           
Resignation. Stillwell may resign by furnishing written notice of its resignation to Seller and Buyer. Such resignation shall be
effective immediately after the delivery of such notice, and Stillwell’s sole responsibility thereafter shall be to safely keep
the Deposit and to deliver the same to its successor under this Agreement as shall be appointed by Seller and Buyer, as evidenced by a
joint written notice delivered to Stillwell or in accordance with a court order. If the Parties have failed to appoint a successor within
thirty (30) days following the delivery of such notice of resignation, Stillwell may petition any court of competent jurisdiction for
the appointment of a successor or for other appropriate relief, and any such resulting appointment shall be binding upon the Parties.


 


 


 






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12.          
Stillwell Legal Fees and Costs. In the event that (a) Stillwell is made a party to any litigation pertaining to this Agreement
or the subject matter hereof, or (b) Stillwell commences legal action or otherwise incurs internal or outside legal fees under this Agreement
(except in connection with the negotiation and drafting of this Agreement), then Stillwell shall be reimbursed for all costs and expenses
occasioned thereby, including reasonable attorneys’ fees and expenses incurred by Stillwell except to the extent that any such litigation
or event is finally adjudicated to have been directly caused by Stillwell’s gross negligence or willful misconduct. Seller and Buyer
shall be jointly and severally liable for all such amounts. If any amount due to Stillwell hereunder is not paid within thirty (30) days
of the date due, Stillwell in its sole discretion may charge interest on such amount at the lesser of (a) 8% per annum, or (b) the highest
rate permitted by applicable law. Stillwell shall have, and is hereby granted, a prior lien on the Deposit with respect to its unpaid
fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the interests of any of the Parties and is hereby granted
the right to set off and deduct any unpaid fees, non- reimbursed expenses and unsatisfied indemnification rights from the Deposit.


 


13.           
Disagreements. If any conflict, disagreement or dispute arises between, among, or involving Seller and Buyer concerning the meaning
or validity of any provision hereunder or concerning any other matter relating to this Agreement and/or the Purchase Agreement, or Stillwell
is in doubt as to the action to be taken hereunder, Stillwell may, at its option, retain the Deposit until Stillwell (a) receives a final
non-appealable order of a court of competent jurisdiction directing delivery of the Deposit, (b) receives a written agreement executed
by each of the parties involved in such disagreement or dispute directing delivery of the Deposit, in which event Stillwell shall be authorized
to disburse the Deposit in accordance with such final court order or agreement, or (c) files an interpleader action in any court of competent
jurisdiction, and upon the filing thereof, Stillwell shall be relieved of all liability as to the Deposit. Stillwell shall be entitled
to act on any such agreement or court order without further question, inquiry, or consent.


 


14.           
Attachment of Deposit; Compliance with Legal Orders. In the event that any Deposit shall be attached, garnished or levied upon
by any court order or lawful process, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment
or decree shall be made or entered by any court order affecting the Deposit, Stillwell is hereby expressly authorized, in its sole discretion,
to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal
counsel of its own choosing is binding upon it, whether with or without jurisdiction and provided notice thereof to the parties. In the
event that Stillwell obeys or complies with any such writ, order or decree it shall not be liable to any of the parties or to any other
person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed,
modified, annulled, set aside or vacated.


 


15.           
Force Majeure. Stillwell shall not be responsible or liable for any failure or delay in the performance of its obligation under
this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation,
acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; pandemics; riots;
interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes;
acts of civil or military authority or governmental action; it being understood that Stillwell shall use commercially reasonable efforts
to resume performance as soon as reasonably practicable under the circumstances.


 


16.           
Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the parties and Stillwell and their respective
successors and permitted assigns. No other persons shall have any rights under this Agreement. No assignment of the interest of any of
the Parties shall be binding unless and until written notice of such assignment shall be delivered to the other Party and Stillwell and
shall require the prior written consent of the other Party and Stillwell (such consent not to be unreasonably withheld).


 


17.           
Escheat. The Parties are aware that under applicable state law, property which is presumed abandoned may under certain circumstances
escheat to the applicable state. Stillwell shall have no liability to the Parties, their respective heirs, legal representatives, successors
and assigns, or any other party, should any or all of the Deposit escheat by operation of law.


 


 


 






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18.           
Notices. All notices, requests, demands, and other communications required under this Agreement shall be in writing, in English,
and shall be deemed to have been duly given if delivered (a) personally, (b) by facsimile transmission with written confirmation of receipt,
(c) by overnight delivery with a reputable national overnight delivery service, or (d) by email or by certified mail, return receipt
requested, and postage prepaid. If any notice is mailed, it shall be deemed given five days after the date such notice is deposited in
the United States mail. If notice is given to a party, it shall be given at the address for such party set forth below. It shall be the
responsibility of the Parties to notify Stillwell and the other Party in writing of any name or address changes. In the case of communications
delivered to Stillwell, such communications shall be deemed to have been given on the date received by Stillwell.


 





	 	If to Seller:	Bushnell Pharmacy, LLC
	 	 	1304 Golden Gate Drive, Southlake, TX 76092
	 	 	 
	 	If to Buyer:	Golden Developing Solutions, Inc.
	 	 	P.O Box 460573, Fort Lauderdale, FL 33346
	 	 	 
	 	If to Stillwell:	SRX, LLC
	 	 	3426 Benham Avenue Nashville, TN 37215
	 	 	Email: guy@stillwellrx.com



 


19.           
Governing Law and Venue. The validity, construction and performance of this Agreement shall be governed by the laws of the State
of Texas and any legal proceeding arising out of or in connection with this Agreement initiated by any of the Parties or Stillwell shall
be brought in the state or federal courts located in the State of Texas, and the Parties and Stillwell consent to the exclusive jurisdiction
of said courts.


 


20.           
Entire Agreement. This Agreement constitutes the final and complete expression of all of the terms of the understanding and agreement
between the Parties and Stillwell with respect to the subject matter hereof, and this Agreement supersedes any and all prior or contemporaneous
negotiations, communications, understandings, obligations, commitments, discussions, agreements or contracts, whether written or oral,
between the parties and Stillwell with respect to the subject matter hereof.


 


21.           
Amendment. This Agreement may be amended, modified, superseded, rescinded, or canceled only by a written instrument executed by
the parties and Stillwell.


 


22.           
Waivers. The failure of any Party at any time or times to require performance of any provision under this Agreement shall in no
manner affect the right at a later time to enforce the same performance. A waiver by any Party to this Agreement of any such condition
or breach of any term contained in this Agreement, in any one or more instances, shall neither be construed as a further or continuing
waiver of any such condition or breach nor a waiver of any other condition or breach of any other term in this Agreement.


 


23.          
Headings. Section headings of this Agreement have been inserted for convenience of reference only and shall in no way restrict
or otherwise modify any of the terms or provisions of this Agreement.


 


24.           
Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which, when
taken together, will constitute one in the same instrument. This Agreement may be executed by facsimile signature or any electronic signature
complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com), such signature is deemed an original signature. Copies of
the execution copy of this Agreement or any amendment with one or more signatures sent by facsimile transmission or as a “PDF”
(portable document file) attached to an electronic mail message or other transmission method and any counterpart so delivered is deemed
to have been duly and validly delivered and is valid, fully enforceable, and effective for all purposes without a manually executed original.


 


25.           
Indemnification Obligations. All indemnification obligations of the Parties under this Agreement shall be joint and several.


 


 


 


 


 


 






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IN WITNESS WHEREOF, this Disbursement Agreement has been duly
executed as of the date first written above.


 





	Bushnell Pharmacy, LLC	 	Golden Developing Solutions Inc
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Indravadan Patel	 	By:	/s/ Stavros Triant
	Its:	President	 	Its	CEO
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	SRX, LLC	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Guy Stillwell	 	 	 
	Its:	Managing Member	 	 	 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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