Exhibit 10.2


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


THIS ASSIGNMENT
AND ASSUMPTION AGREEMENT (this "Agreement") is made effective as of the 1st day of December, 2016,
by and between Coordinates Collection, Inc., a Delaware corporation (the "Seller", or "Assignor")
and Reign Brands, Inc. a Delaware corporation (the "Assignee" or "Buyer").


 


WHEREAS the
Seller, the Buyer, FD9 Group, B.V. and Reign Sapphire Corporation, entered into an asset purchase agreement dated as of the date
hereof (the "Purchase Agreement");


 


AND WHEREAS
this Agreement is delivered pursuant to the terms and conditions of the Purchase Agreement;


 


AND WHEREAS
all capitalized terms not defined herein shall have the meanings assigned to them in that Purchase Agreement.


 


		1.	Assignment. Subject to the terms and conditions of the Purchase Agreement, Assignor does
hereby assign, grant, bargain, sell, transfer, convey and set over unto the Assignee all of Assignors’ rights, benefits,
privileges, causes of action and remedies under all of the Assumed Contracts, as well as all of the Purchased Assets, together
with such other rights, causes of action and remedies as may arise by operation of law, in law or equity, in connection with any
of such Assumed Contracts and Purchased Assets.



 


		2.	Excluded Assets and Retained Liabilities. Seller shall retain, and shall be responsible
for paying, honoring and discharging, as and when due, all Excluded Assets and Liabilities (including Retained Liabilities). Nothing
set forth herein shall be construed to result in the assumption by Buyer of any Excluded Assets and Liabilities or Retained Liabilities.



 


		3.	Assets and Rights Held in Trust. With respect to any Assumed Contract or Purchased Asset
intended to be sold, conveyed, assigned and transferred to Buyer at Closing, the title to which has not passed to Buyer by virtue
of this Agreement, Seller shall hold the same in trust for Buyer (at Buyer's sole cost and expense) to sell, convey, assign and
transfer the same as Buyer may from time to time direct, and Seller shall account to Buyer for all receipts, monies, profits, benefits
and advantages derived by or accruing to Seller from any such Assumed Contract or Purchased Asset after the Closing Date.



 


		4.	Further Actions. The parties shall, from time to time and at all times hereafter, at the
request of the other parties hereto but without further consideration, do all such other acts and execute and deliver all such
further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent
of this Agreement. If Seller shall fail to execute and deliver any documents that Buyer may reasonably require pursuant to this
Section within a period of ten (10) Business Days after request therefor has been made in writing by Buyer, then Buyer shall be
entitled to execute and deliver such documents as the attorney of Seller, and for such purpose Seller hereby appoints Buyer and
its successors and assigns as Seller's attorney, with full power of substitution, in the name of Seller but on behalf of and for
the benefit and at the expense of Buyer and its successors and assigns to execute and do any deeds, transfers, conveyances, assignments,
assurances necessary to assign, transfer and/or convey the Assumed Contracts and Purchased Assets to Buyer. This appointment, coupled
with an interest, is irrevocable by Seller and shall not be revoked by the insolvency or bankruptcy of Seller or by the dissolution,
liquidation or other termination of the existence of Seller or for any other reason.



 




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		5.	Purchase Agreement. This Agreement is made between the parties in further assurance of the
completion of the transactions provided for in the Asset Purchase Agreement and is subject to all of the applicable representations,
warranties, covenants, indemnities, limitations of liability and other provisions contained in the Asset Purchase Agreement. The
provisions of this Agreement shall not merge or be superseded by and shall survive the completion of the transactions provided
for in the Asset Purchase Agreement in accordance with the provisions of the Asset Purchase Agreement.



 


		6.	Amendments and Waivers. This Agreement may be amended, modified, superseded, cancelled,
renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties hereto
or, in the case of a waiver, by the party waiving compliance.



 


		7.	Notices. Any notice, consent, waiver, direction or other communication required or permitted
to be given under this Agreement by a party shall be in writing and may be given in the manner specified in the Purchase Agreement.



 


		8.	Severability. Each of the provisions contained in this Agreement is distinct and severable
and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction
shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable laws, the
parties waive any provision of law which renders any provision of this Agreement invalid or unenforceable in any respect.



 


		9.	Governing Law. This Agreement will be governed by and any dispute arising out of or relating
to this Agreement will be resolved in accordance with the laws of the State of California, without giving effect to conflict of
laws principles.



 


		10.	Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each
of which will be deemed to be an original and all of which together will be deemed to be one and the same instrument, and will
become effective when one or more counterparts have been signed by each of the parties. Delivery of an executed counterpart of
a signature page of this Agreement by .pdf attachment to a transmission by electronic mail or by facsimile transmission shall each
be effective as delivery of a manually executed original counterpart hereof.



 


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Intentionally Left Blank]


 




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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the date first written above.


 


	Reign Brands, Inc.	 
	 	 	 
	Per:  	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 
	Coordinates Collection, Inc.	 
	 	 	 
	Per:  	 	 
	 	Name:  	 	 
	 	Title:     	 	 


 


[Signature Page to Assignment and Assumption]