Exhibit 10.1


  


Reign
sapphire corporation 


 


- and –


 


REIGN BRANDS, INC.


 


- and -


 


COORDINATES COLLECTION, INC.


 


- and -


 


FD9 GROUP B.V.


 


- and -


 


OWEN DE VRIES


_____________________________________________


 


Asset purchase
AGREEMENT


_____________________________________________


 


December 1, 2016


 




    	 	 	 



     


    

 


TABLE OF CONTENTS


 





	Article 1
    INTERPRETATION	2
	 	 
	1.1	Interpretation.	2
	1.2	Entire Agreement.	8
	1.3	Severability.	8
	1.4	Amendments; Waivers;
    Investigations.	9
	1.5	Governing Law.	9
	 	 	 
	Article 2
    ASSET PURCHASE, EQUITY PURCHASE AND INTEREST PURCHASE	9
	 	 
	2.1	Asset Purchase from
    CCI.	9
	 	 	 
	Article 3
    PURCHASE PRICE AND PAYMENT	13
	 	 
	3.1	Purchase Price;
    Payment.	13
	3.2	Location and Time
    of the Closing.	14
	3.3	Allocation of Purchase
    Price.	14
	3.4	Withholding Taxes.	15
	 	 	 
	ARticle
    4 due diligence	15
	 	 
	4.1	Acknowledgements
    of Purchaser	15
	 	 	 
	Article 5
    REPRESENTATIONS AND WARRANTIES OF  CCI AND CCI MANAGEMENT	16
	 	 
	5.1	Incorporation and
    Authority.	16
	5.2	Power and Capacity.	16
	5.3	Conflicts; Consents.	16
	5.4	Subsidiaries.	17
	5.5	Capitalization.	17
	5.6	Properties and Assets.	18
	5.7	Compliance with
    Laws.	18
	5.8	Consents and Approvals.	18
	5.9	Licenses, Permits,
    Orders and Authorizations.	18
	5.10	Financial Statements.	18
	5.11	No Undisclosed Liabilities.	19
	5.12	Tax Matters.	19
	5.13	Litigation.	19
	5.14	Corrupt Practices.	19
	5.15	Absence of Certain
    Changes or Events.	20
	5.16	Contracts.	20
	5.17	No Default.	20
	5.18	Insurance.	20
	5.19	Employee Plans;
    ERISA.	20
	5.20	Employees.	21
	5.21	Employment Matters.	21
	5.22	Consultants.	22
	5.23	Non-Arm's Length
    Transactions.	22
	5.24	Owned Real Property.	23
	5.25	Intellectual Property.	24


 




    	 	i	 



     


    

 


	5.26	Computer
    Systems.	24
	5.27	Sufficiency of Purchased
    Assets.	24
	5.28	Assets in Good Condition.	24
	5.29	Inventory; Product
    Warranties and Claims.	25
	5.30	Environmental Matters.	25
	5.31	Privacy Laws.	25
	5.32	Clients and Customers.	25
	5.33	Trade Programs.	26
	5.34	Books of Account.	26
	5.35	Brokers' Fees.	26
	5.36	Material Facts Disclosed.	26
	 	 	 
	Article 6
    REPRESENTATIONS AND WARRANTIES OF BUYER	26
	 	 
	6.1	Incorporation and
    Authority.	26
	6.2	Power and Capacity.	26
	6.3	Conflicts; Consents.	27
	6.4	Solvency.	27
	 	 	 
	Article 7
    REPRESENTATIONS AND WARRANTIES OF FD9	27
	 	 
	7.1	Incorporation and
    Authority.	27
	7.2	Power and Capacity.	27
	7.3	Conflicts; Consents.	28
	7.4	Authorized Capital	28
	7.5	Valid Issuance of
    Securities.	28
	7.6	Tax Matters.	28
	7.7	Undisclosed Liabilities.	29
	7.8	Solvency.	29
	 	 	 
	Article 8
    non-competition and non-solicitation	29
	 	 
	8.1	Non-Competition.	29
	8.2	Non-Solicitation.	30
	8.3	Acknowledgements.	30
	8.4	Enforcement.	31
	 	 	 
	Article 9
    HOLDBACK AND ESCROW	32
	 	 
	9.1	Holdback Agreement	32
	9.2	Escrow Requirements	32
	9.3	Confidentiality
    of Notices	32
	9.4	Power of Attorney	32
	 	 	 
	Article 10
    CLOSING DELIVERIES AND CONDITIONS	32
	 	 
	10.1	Closing Deliveries
    from CCI to Buyer.	32
	10.2	Closing Deliveries
    from Buyer CCI.	33
	10.3	Closing Deliveries
    from FD9 to CCI.	34
	 	 	 
	Article 11
    INDEMNIFICATION	34
	 	 
	11.1	Indemnification
    by CCI and CCI Management.	34


 




    	 	ii	 



     


    

 


	11.2	Indemnification
    by Buyer	35
	11.3	Indemnification
    by FD9	36
	11.4	Notice of Claim.	36
	11.5	Procedure for Indemnification
    by Buyer Indemnified Parties.	36
	11.6	Subrogation.	38
	11.7	Limitations on Indemnification.	38
	11.8	Exclusive Remedy.	39
	11.9	Survival of Representations,
    Warranties and Covenants.	39
	 	 	 
	Article 12
    CONFIDENTIALITY	40
	 	 
	12.1	Confidentiality	40
	 	 	 
	Article 13
    MISCELLANEOUS	41
	 	 
	13.1	Expenses.	41
	13.2	Notices.	41
	13.3	Press Releases and
    Public Announcements.	42
	13.4	Arbitration.	42
	13.5	Assignments, Successors
    and No Third-Party Rights.	44
	13.6	Enurement.	44
	13.7	Counterparts.	44
	13.8	Independent Legal
    Advice.	44
	 	 	 
	Exhibit A
    Purchased Assets	 
	 	 
	Exhibit B
    Allocation of Purchase Price	 


 




    	 	iii	 



     


    




 








purchase
AGREEMENT


 


This Purchase Agreement (this "Agreement")
is entered into as of December 1, 2016,


 


AMONG:


Reign Sapphire Corporation
a corporation incorporated under the laws of the state of Delaware,


 


("RGNP")


 


- and –


 


Reign Brands, Inc., a
corporation incorporated under the laws of the state of Delaware,


 


(“Buyer”)


 


- and -


 


Coordinates Collection, Inc.,
a corporation incorporated under the laws of the state of Delaware,


 


("CCI")


 


- and -


 


FD9 Group B.V. a limited
liability company incorporated under the laws of the Netherlands,


 


("FD9")


 


- and -


 


Owen De Vries, an individual
residing in the City of Los Angeles in the State of California,


 


("De Vries")


 


De Vries to be referred to
as “CCI Management”. 


 


WHEREAS CCI is a majority-owned
subsidiary of FD9;


 


WHEREAS Buyer is a wholly owned
subsidiary of RGNP;


 


WHEREAS Buyer wishes to purchase
from CCI and CCI wish to sell to Buyer, certain assets of CCI used in connection with the CCI Business on the terms and conditions
contained herein (the "Asset Purchase");


 


AND WHEREAS FD9 owns greater than
51% of the issued and outstanding equity interests of CCI;


 


AND WHEREAS FD9 (as ultimate parent
of CCI) believes that the Asset Purchase is in the best interests of FD9 and CCI and has agreed to enter into this Agreement as
set out herein;


 




    	 	A-1	 



     


    

 


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


 


Article 1

INTERPRETATION


 


1.1         Interpretation.


 


In this Agreement:


 


		(a)	Definitions. In this Agreement,
                                         the following terms have the meanings set forth below, which shall be equally applicable
                                         to both the singular and plural forms. Any agreement or document referred to below shall
                                         mean such agreement or document as amended, supplemented and modified from time to time
                                         to the extent permitted by the applicable provisions thereof and by this Agreement.



 


		(i)	"Accounts Receivable"
                                         means all commissions, trade accounts receivable and all trade debts due or accruing
                                         due to CCI in respect of the CCI Business and the full benefit of all security therefor.



 


		(ii)	"affiliate"
                                         means, with respect to any Person, any other Person who directly or indirectly controls,
                                         is controlled by, or is under direct or indirect common control with, such Person. A
                                         Person shall be deemed to "control" another Person if such Person
                                         possesses, directly or indirectly, the power to direct or cause the direction of the
                                         management and policies of such other Person, whether through the ownership of voting
                                         securities, by contract or otherwise; and the term "controlled"
                                         shall have a similar meaning.



 


		(iii)	"Applicable Laws"
                                         means, in respect of any Person, property, transaction, event or course of conduct, all
                                         applicable laws, statutes, regulations, rules, by-laws, ordinances, protocols, regulatory
                                         policies, codes, guidelines, official directives, orders, rulings, judgments and decrees
                                         of any Governmental Authority and includes the common law.



 


		(iv)	"Assets"
                                         means all properties, assets and rights of every kind, nature and description whatsoever
                                         whether tangible or intangible, real, personal or mixed, fixed or contingent, choate
                                         or inchoate, known or unknown, wherever located.



 


		(v)	"Assignment and Assumption
                                         Agreement" means the assignment and assumption agreement dated as of the
                                         Closing Date between CCI and the Buyer, substantially in a form agreed to by the Buyer
                                         and CCI.



 


		(vi)	"Bill of Sale"
                                         means the bill of sale provided from CCI for the Purchased Assets, substantially in a
                                         form agreed to by the Buyer and CCI.



 


		(vii)	"Business Day"
                                         means any day which is not a Saturday, Sunday or a day on which banks in Delaware
                                         are authorized by Applicable Laws or executive orders to be closed.



 




    	 	A-2	 



     


    

 


		(viii)	"Claim"
                                         means a claim for indemnification by the Buyer Indemnified Parties or the Seller Indemnified
                                         Parties pursuant to Section 10.1, 10.2 or 10.3, respectively.



 


		(ix)	"Closing"
                                         means the completion of the purchase and sale of the Purchased Assets pursuant to this
                                         Agreement at the Closing Time.



 


		(x)	"Closing Date"
                                         means the date of this Agreement.



 


		(xi)	"Code"
                                         means the Internal Revenue Code of 1986, as amended from time to time.



 


		(xii)	"Common Shares"
                                         means the common shares of RGNP.



 


		(xiii)	"Consent"
                                         means any approval, consent, ratification, waiver, or other authorization of, notice
                                         to or registration, qualification, designation, declaration or filing with, any Person
                                         including, without limitation, any customer or Governmental Authority.



 


		(xiv)	"Contract"
                                         means any agreement, contract, option, license, instrument, obligation, commitment, arrangement,
                                         promise or undertaking, in each such case, whether written or oral and whether express
                                         or implied.



 


		(xv)	"Current Assets"
                                         of a Person at any date means all assets of the Person that would properly be classified
                                         in accordance with GAAP as current assets
                                         as of that date, after deducting adequate reserves in each case a reserve is proper,
                                         determined as of such date; provided, that if such Person is CCI, Current
                                         Assets shall only include current assets that are Purchased Assets.



 


		(xvi)	"Direct Claim"
                                         means a Claim which originates pursuant to this Agreement and does not involve a Third
                                         Party Claim.



 


		(xvii)	"Employee Plan"
                                         means any "employee pension benefit plan" (as defined in Section 3(2) of ERISA),
                                         any "employee welfare benefit plan" (as defined in Section 3(1) of ERISA),
                                         and any other plan, program, policy, practice, Contract or other arrangement providing
                                         for compensation, severance, termination pay, deferred compensation, performance awards,
                                         stock or stock-related awards, fringe benefits or other employee benefits or remuneration
                                         of any kind, whether written, unwritten or otherwise, funded or unfunded, that is or
                                         has been maintained, contributed to, or required to be contributed to, by CCI for the
                                         benefit of any employee or with respect to which CCI has or may have any Liability.



 


		(xviii)	"Encumbrance"
                                         means any security interest, pledge, lien, mortgage, charge, encumbrance, claim, condition,
                                         easement, covenant, warrant, equitable interest, option, purchase right, community property
                                         interest, right of first refusal, or other right of third parties or other restriction
                                         of any kind including, without limitation, any restriction on the exercise of any attribute
                                         of ownership (including any restriction on the use, voting, transfer or receipt of income
                                         related to any Asset).



 


		(xix)	"ERISA"
                                         means the Employee Retirement Income Security Act of 1974, as amended.



 




    	 	A-3	 



     


    

 


		(xx)	"ERISA Affiliate"
                                         means any entity that would be deemed a "single employer" with CCI under Section 414(b),
                                         (c), (m) or (o) of the Code or Section 4001 of ERISA.



 


		(xxi)	"Governmental Authority"
                                         means any federal, state, local, municipal, foreign or other governmental or quasi-governmental
                                         authority including, without limitation, any administrative, executive, judicial, legislative,
                                         regulatory or taxing authority of any nature of any jurisdiction (including, without
                                         limitation, any governmental agency, branch, department, official or entity and any court
                                         or other tribunal).



 


		(xxii)	"Governmental Charges"
                                         means all Taxes, levies, assessments, reassessments and other charges together with all
                                         related penalties, interest and fines, due and payable to any domestic or foreign government
                                         (federal, provincial, municipal or otherwise) or to any regulatory authority, agency,
                                         commission or board of any domestic or foreign government, or imposed by any court or
                                         any other law, regulation or rulemaking entity having jurisdiction in relevant circumstances.



 


		(xxiii)	"Guarantee"
                                         means any obligation of a Person directly or indirectly guaranteeing any Indebtedness
                                         or other obligation of any other Person and, without limiting the generality of the foregoing,
                                         any obligation, direct or indirect, contingent or otherwise, of such Person (i) to
                                         purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness
                                         or other obligation (whether arising by virtue of partnership arrangements, by agreement
                                         to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to
                                         maintain financial statement conditions or otherwise) or (ii) entered into for the
                                         purpose of assuring in any other manner the obligee of such Indebtedness or other obligation
                                         of the payment thereof or to protect such obligee against loss in respect thereof (in
                                         whole or in part).



 


		(xxiv)	"Hazardous Materials"
                                         means: (i) any material, substance, chemical, waste, product, derivative, compound, mixture,
                                         solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade,
                                         that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory
                                         effect under Environmental Laws; and (ii) any petroleum or petroleum-derived products,
                                         radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing
                                         materials, urea formaldehyde foam insulation and polychlorinated biphenyls.



 


		(xxv)	"Indebtedness"
                                         means (i) the principal of and premium, if any, and interest in respect of any indebtedness
                                         for money borrowed or any obligations evidenced by notes or other instruments, (ii) capital
                                         lease obligations, (iii) obligations issued or assumed as the deferred purchase price
                                         of property or services and (iv) obligations in respect of surety bonds, letters of credit
                                         or other similar instruments.



 


		(xxvi)	"Intellectual Property"
                                         means: (i) all inventions, arts, processes, compositions of matter, business methods,
                                         developments and improvements (whether or not patented or the subject of an application
                                         for patent, whether or not patentable and whether or not reduced to practice); and all
                                         improvements thereto; (ii) all patents, pending patent applications and rights to file
                                         patent applications for the inventions referred to in (i) above; all patent disclosures
                                         and invention disclosures; and all rights of priority, reissue, divisional, continuation
                                         or continuation-in-part applications, revisions, extensions and re-examinations in connection
                                         therewith; (iii) all trade-marks, trade dress, logos, trade names, business names, corporate
                                         names and domain names; all translations, adaptations, derivations and combinations thereof;
                                         all goodwill associated therewith; and all applications, registrations and renewals in
                                         connection therewith; (iv) all copyrightable works and all copyrights; and all applications,
                                         registrations and renewals in connection therewith; (v) all mask works and all integrated
                                         circuit topographies; and all applications, registrations and renewals in connection
                                         therewith; (vi) all industrial designs; and all applications, registrations and renewals
                                         in connection therewith; (vii) all other intellectual and industrial property (whether
                                         or not registered or the subject of an application for registration and whether or not
                                         registrable); (viii) all copies and tangible embodiments of any of the foregoing (in
                                         whatever form or medium); and (ix) all common law, statutory and contractual rights to
                                         the property and rights referred to in this definition.  



 




    	 	A-4	 



     


    

 


		(xxvii)	"IRS"
                                         means the Internal Revenue Service.



 


		(xxviii)	"Liability"
                                         means all liabilities of any kind whatsoever whether known or unknown, asserted or unasserted,
                                         absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become
                                         due, and whether or not reflected or required by GAAP to be reflected on a balance sheet
                                         including, without limitation, any direct or indirect Guarantee of any Liability of any
                                         other Person.



 


		(xxix)	"Licensed Intellectual
                                         Property" means any Intellectual Property owned by a Person other than CCI
                                         and used by CCI pursuant to a license, sub-license, lease, sub-lease, royalty, conditional
                                         sale, strategic alliance or other similar arrangement in connection with the CCI Business.



 


		(xxx)	"Loss"
                                         means any loss, injury, liability, damage, cost, expense (including legal expenses) or
                                         deficiency of any kind or nature, whether direct, indirect or consequential, suffered
                                         or incurred by a party indemnified pursuant to the terms of this Agreement, in connection
                                         with any Claim made by it hereunder, including in respect of any proceeding, assessment,
                                         judgment, settlement or compromise relating thereto.



 


		(xxxi)	"Material Adverse
                                         Change" means any change, effect, event, occurrence, circumstance or state
                                         of facts that, individually or in the aggregate, is, or could reasonably be expected
                                         to be, material and adverse to the business, operations or financial condition, property,
                                         assets, or liabilities (contingent or otherwise) of the CCI Business or that would prevent
                                         or significantly impede the sale of the Purchased Assets, Purchased Equity or the Purchased
                                         Membership Interest or the completion of the other transactions contemplated by this
                                         Agreement and the Transaction Documents.



 


		(xxxii)	"Order"
                                         means any final and non-appealable award, decision, injunction, judgment, order, decree,
                                         ruling, subpoena or verdict entered, issued, made or rendered by any court, administrative
                                         agency or other Governmental Authority or by any referee, arbitrator or mediator.



 




    	 	A-5	 



     


    

 





		(xxxiii)	"Organizational
                                         Documents" means any certificate or articles of incorporation, formation
                                         or organization, by-laws, limited liability company operating agreement, certificate
                                         of limited partnership, business certificate of partners, partnership agreement, declaration
                                         of trust, constating documents or other similar documents.



 


		(xxxiv)	"Owned Intellectual
                                         Property" means any Intellectual Property owned by CCI and used in carrying
                                         on the CCI Business.



 


		(xxxv)	"Parties"
                                         means Buyer, RGNP, CCI, FD9, and De Vries, and "Party" means
                                         any one of them.



 


		(xxxvi)	"Person"
                                         means any individual, corporation, general or limited partnership, limited liability
                                         company, joint venture, estate, trust, association, organization, labor union, Governmental
                                         Authority or other entity.



 


		(xxxvii)	"Personal Information"
                                         means the type of information regulated by Applicable Laws and collected, used or disclosed
                                         by CCI in connection with the CCI Business, including information such as an individual's
                                         name, address, age, gender, identification number, income, family status, citizenship,
                                         employment, assets, liabilities, source of funds, payment records, credit information,
                                         personal references and health records, but does not include the name, title or business
                                         address or telephone number of an employee;



  


		(xxxviii)	"Proceeding"
                                         means any action, claim, arbitration, mediation, audit, hearing, investigation, litigation
                                         or suit (whether civil, criminal, quasi-criminal, administrative, regulatory, investigative
                                         or informal) commenced, brought, conducted or heard by or before, or otherwise involving,
                                         any court or other Governmental Authority or referee, trustee, arbitrator or mediator.



 


		(xxxix)	"Purchase Price"
                                         has the meaning ascribed thereto in Section 3.1.



 


		(xl)	"Purchased Assets"
                                         has the meaning ascribed thereto in Section 2.1.



 


		(xli)	"CCI Business"
                                         means the operations of a jewelry brand internet platform.



 


		(xlii)	"CCI Disclosure Schedule"
                                         means the disclosure schedules dated as of the date of this Agreement from CCI to Buyer
                                         in connection with this Agreement, and acknowledged by Buyer.



 


		(xliii)	"CCI Financial Statements"
                                         means the unaudited financial statements of CCI for the years ended 2015 and 2014,
                                         and the interim period ending as of September 30, 2016, all of which are attached
                                         as Schedule 1.1(a)(xlvii) to the CCI Disclosure Schedule in a format that may be audited
                                         by RGNP’s independent PCAOB auditor.



 


		(xliv)	"CCI IP Assignment
                                         Agreements" means the Intellectual Property assignment agreement to be executed
                                         by De Vries in the favor of Buyer in a form
                                         agreed to by the Buyer and CCI.



 


		(xlv)	"Tangible Personal
                                         Property" means all machinery, equipment, tools, furniture, fixtures, computer
                                         hardware, supplies, materials, servers, routers, desktop computers, laptop computers,
                                         fixed and mobile computer storage devices, mobile phones, personal digital assistants,
                                         network equipment, telephone systems, back-up systems, non-fixed media and all other
                                         computer and electronic equipment of any kind and other items of tangible personal property
                                         of every kind owned, leased or licensed by CCI (wherever located and whether or not carried
                                         on the books of CCI), together with all express and implied warranties by the manufacturers,
                                         sellers, lessors and licensors of such items or components thereof and all maintenance
                                         records and other documents relating thereto.



 




    	 	A-6	 



     


    

 


		(xlvi)	"Tax"
                                         or "Taxes" means any and all taxes, fees, levies, duties, tariffs
                                         and governmental impositions or charges of any kind in the nature of, or similar to,
                                         taxes, payable to any federal, state, provincial, local or foreign taxing authority including,
                                         without limitation (a) income, franchise, profits, gross receipts, ad valorem, net
                                         worth, value added, sales, use, service, real or personal property, special assessments,
                                         capital stock, license, payroll, withholding, employment, social security, workers' compensation,
                                         unemployment compensation, utility, severance, production, excise, stamp, occupation,
                                         premiums, windfall profits, transfer and gains taxes and (b) interest, penalties,
                                         additional taxes and additions to taxes imposed with respect thereto.



 


		(xlvii)	"Tax Returns"
                                         means any return, report or information statement with respect to Taxes (including, but
                                         not limited to, statements, schedules and appendices and other materials attached thereto)
                                         filed or required to be filed with the IRS or any other Governmental Authority including,
                                         without limitation, consolidated, combined and unitary tax returns.



 


		(xlviii)	"Third Party Claim"
                                         means a Claim by Buyer which originates by reason of a Person (other than Buyer) making
                                         a claim against the CCI Business.



 


		(xlix)	"Transaction Documents"
                                         means this Agreement, the CCI Disclosure Schedule, the Bill of Sale, the Assignment and
                                         Assumption Agreement, the Consulting Agreement, the CCI IP Assignment Agreements and
                                         all other Contracts, instruments and certificates contemplated hereunder to be delivered
                                         by any party hereto at or prior to the Closing.



 


		(b)	Headings. The inclusion of headings
                                         is for convenience of reference only and shall not affect the construction or interpretation
                                         hereof.



 


		(c)	Gender and Number. Except
                                         where the context requires otherwise, words importing the singular include the plural
                                         and vice versa and words importing gender include all genders.



 


		(d)	Including. Where the word "including"
                                         or "includes" is used, it means including or includes "without
                                         limitation".



 


		(e)	Material. Where the term "material"
                                         or "materially" is used, it shall be construed, measured or assessed
                                         on the basis of whether the matter would materially affect a party and its subsidiaries,
                                         taken as a whole, or would prevent or significantly impede the purchase or sale of the
                                         Purchased Assets or the completion of the other transactions contemplated by this Agreement
                                         and the Transaction Documents.



 


		(f)	No Strict Construction. The
                                         language used in this Agreement is the language chosen by the Parties to express their
                                         mutual intent, and no rule of strict construction shall be applied against any Party
                                         proposing any such language.



 




    	 	A-7	 



     


    

 


		(g)	Statutory References. A reference
                                         to a statute includes all rules and regulations made pursuant to such statute and, unless
                                         expressly provided otherwise, the provisions of any statute, rule or regulation which
                                         amends, supplements or supersedes any such statute, rule or regulation.



 


		(h)	Currency. Except where
                                         expressly provided otherwise herein, all amounts are stated and shall be paid in United
                                         States dollars.



 


		(i)	Time Periods. Except where expressly
                                         provided otherwise herein, time periods within or following which any payment is to be
                                         made or act is to be done shall be calculated by excluding the day on which the period
                                         commences and including the day on which the period ends and by extending the period
                                         to the following Business Day if the last day of the period is not a Business Day.



 


		(j)	Accounting Principles. In this
                                         Agreement, except to the extent otherwise expressly provided, references to "GAAP",
                                         means, the generally accepted accounting principles in the United States so prescribed,
                                         recommended or promulgated from time to time by the Financial Accounting Standards Board,
                                         which are applicable as at the date on which any calculation made hereunder is to be
                                         effective. Unless otherwise defined herein, all financial terminology contained in this
                                         Agreement shall be interpreted in a manner which is consistent with GAAP. Notwithstanding
                                         anything to the contrary contained herein, in the event of an inconsistency or conflict
                                         between GAAP and any other accounting principles, practices or methodologies, GAAP shall
                                         prevail and govern to the extent necessary to remedy such inconsistency or conflict.



 


		(k)	Knowledge. All references to
                                         the term "Knowledge" in this Agreement and the Transaction Documents
                                         means collectively, the actual knowledge of FD9, CCI and De Vries (as applicable) together
                                         with the knowledge which any of them would have had if they had made inquiries and investigations
                                         into the relevant matter that a reasonably prudent officer or investor of a corporate
                                         entity would have made in similar circumstances.



 


1.2         Entire
Agreement.


 


This Agreement and the Transaction Documents
constitute the entire agreement between the Parties pertaining to the transactions contemplated by this Agreement and the Transaction
Documents. There are no representations, warranties, covenants, agreements, conditions, indemnities or other provisions, whether
oral or written, express or implied, collateral, statutory or otherwise, relating to the transactions contemplated by this Agreement
and the Transaction Documents, except as expressly contained in this Agreement and the Transaction Documents and this Agreement
and the Transaction Documents supersede any and all prior and/or contemporaneous agreements and understandings, both written and
oral, among the Parties with respect to such subject matter.


 


1.3         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. The Parties
shall engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable
provision, the economic effect of which comes as near as possible to that of the invalid or unenforceable provisions that it replaces.


 




    	 	A-8	 



     


    

 


1.4         Amendments;
Waivers; Investigations.


 


Except as expressly provided otherwise
herein, no amendment or waiver of this Agreement shall be binding unless executed in writing by the Party to be bound thereby.
No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision
of this Agreement constitute a continuing waiver unless expressly provided otherwise herein. No investigation or waiver made by
or on behalf of any Party shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation
or warranty made by any other Party pursuant to this Agreement or any Transaction Document.


 


1.5         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.


 


Article 2

ASSET PURCHASE, EQUITY PURCHASE AND INTEREST PURCHASE


 


2.1         Asset
Purchase from CCI.


 


		(a)	Purchased Assets. Subject to
                                         the terms and conditions of this Agreement, at the Closing, CCI shall sell, convey, assign,
                                         transfer and deliver to Buyer, and Buyer shall acquire and purchase, free and clear of
                                         all Encumbrances, all right, title and interest in and to the Assets of CCI related to
                                         the CCI Business existing as of the Closing Date other than the Excluded Assets (collectively,
                                         the "Purchased Assets"). Without limiting the generality of the
                                         foregoing, the Purchased Assets are:



 


		(i)	all of the Assets of CCI listed
                                         on Exhibit A to this Agreement existing on the Closing Date;



 


		(ii)	all licenses and distributor agreements;



 


		(iii)	all website domain names;



 


		(iv)	all Tangible Personal Property
                                         used by CCI in carrying on the CCI Business and together with all rights as of the Closing
                                         Date under all representations, warranties and guarantees made by suppliers, manufacturers
                                         and contractors to the extent related thereto;



 


		(v)	any and all inventory, packaging,
                                         marketing materials, adverting materials, signage product samples, or other property
                                         owned by CCI or CCI's clients but that is currently in CCI's possession;



 


		(vi)	all right, title and interest
                                         of CCI in all Contracts which have been entered into by CCI in the ordinary course of
                                         the CCI Business, consistent with past practice, and which relate exclusively to the
                                         Purchased Assets, as set out in Schedule 4.16 to the CCI Disclosure Schedule (to
                                         the extent that such Contracts are assignable or transferable and subject to obtaining
                                         any necessary consents to such assignment or transfer) (collectively, the "Assumed
                                         Contracts");



 




    	 	A-9	 



     


    

 


		(vii)	all right, title and interest
                                         of CCI to all of CCI's Intellectual Property including LEBLOC, RARELOOK, and all Licensed
                                         Intellectual Property and Owned Intellectual Property to the extent used, in whole or
                                         in part, in connection with the CCI Business;



 


		(viii)	all intangible property related
                                         to the CCI Business, including originals, and where such originals are not available,
                                         copies of all business and financial records (whether or not recorded on computer), including
                                         customer lists, prospect lists, business contacts, supplier lists, referral sources and
                                         all operating manuals, engineering standards and specifications and other information
                                         used or required to effectively conduct the CCI Business or operate the Purchased Assets
                                         or any of them;



 


		(ix)	all authorizations from Governmental
                                         Authorities or other permits of CCI, to the extent transferrable;



 


		(x)	all insurance benefits, including
                                         rights and proceeds, arising from or relating to the Purchased Assets or the Assumed
                                         Liabilities to the extent transferable to Buyer;



 


		(xi)	all claims of CCI against third-parties
                                         relating to the Purchased Assets, whether choate or inchoate, known or unknown, contingent
                                         or non-contingent;



 


		(xii)	all rights of CCI to security
                                         deposits (whether real estate or personal property), claims for refunds (other than Tax
                                         refunds) and rights to offset in respect of such clients and/or customers of CCI, including
                                         all funds held for the benefit of or on behalf of any client or customer;



 


		(xiii)	all rights, claims and credits,
                                         including all guarantees, warranties, indemnities and similar rights in favor of CCI
                                         related to the Purchased Assets;



 


		(xiv)	any telephone, fax or vendor/payee
                                         number or email address owned by CCI and used in the CCI Business;



 


		(xv)	any interest in or ownership of
                                         any websites or domain names used or owned by CCI; and



 


		(xvi)	the goodwill of the CCI Business
                                         together with the exclusive right to represent Buyer as carrying on the CCI Business
                                         as successor to CCI and the right to use the name "Coordinates Collection, Inc."
                                         or any variation thereof.



 


		(b)	Excluded Assets. Notwithstanding
                                         any other provision of this Agreement to the contrary, the following Assets of CCI existing
                                         on the Closing Date (collectively, the "Excluded Assets") are
                                         excluded from the Purchased Assets and shall remain the property of CCI after the Closing:



 


		(i)	all Retained Liabilities, which
                                         shall consist of 100% of the liabilities of CCI;



 


		(ii)	all minute books, seals, equity
                                         record books and equity transfer records of CCI and Tax Returns and Tax records of CCI
                                         and the books and records of CCI;



 


		(iii)	all personnel records and other
                                         records that CCI is required by law to retain in its possession;



 




    	 	A-10	 



     


    

 


		(iv)	all right, title or interest of
                                         CCI under any Contract, other than the Assumed Contracts;



 


		(v)	all commissions, trade accounts
                                         payable and all trade debts payable by CCI in respect of the CCI Business;



 


		(vi)	the right of CCI to claim for
                                         net refunds of income Taxes or gross receipts Taxes of CCI in excess of deficiencies
                                         for any period or with respect to any event, adjustment or occurrence prior to the Closing
                                         Date;



 


		(vii)	prepaid Taxes, refunds of Taxes
                                         and Tax loss carry forwards including interest thereon or claims therefor for any period
                                         or portion thereof ending on or prior to the Closing Date;



 


		(viii)	all insurance policies of the
                                         CCI to the extent not transferable;



 


		(ix)	any refunds of insurance premiums
                                         with respect to any of CCI's insurance policies; and



 


		(x)	all rights of CCI under this Agreement,
                                         including with respect to the Purchase Price.



 


		(c)	Agreement to Assume Liabilities.
                                         Buyer shall assume as of the Closing Date and shall pay, discharge and perform all obligations
                                         to be performed by CCI after, and not on, the Closing Date under the Assumed Contracts
                                         assumed under the terms of the Assignment and Assumption Agreement, which by the terms
                                         and conditions thereof are to be paid, discharged or performed at any time after, and
                                         not on, the Closing Date (the "Assumed Liabilities").



 


		(d)	No Assumption of Retained Liabilities.
                                         Buyer shall not be liable for, or assume, any other liabilities or obligations of CCI
                                         other than the Assumed Liabilities. Notwithstanding anything to the contrary contained
                                         herein, and without limiting the foregoing, all of the following liabilities and obligations
                                         of CCI shall be considered "Retained Liabilities" for purposes
                                         of this Agreement:



 


		(i)	All liabilities and debts on the
                                         CCI balance sheet and all amounts owed to any third party for any reason;



 


		(ii)	any Liability or obligation relating
                                         to product Liability claims for products sold or services rendered by CCI;



 


		(iii)	all environmental Liabilities
                                         of CCI under Applicable Laws;



 


		(iv)	any Liability or obligation which
                                         arises prior to or after the Closing Time in respect of the present or former employees,
                                         non-employee directors or other service providers of CCI or the spouses, dependents or
                                         beneficiaries thereof;



 


		(v)	any Liability or obligation of
                                         CCI to any of the CCI Management, members, directors, officers, managers or affiliates;



 


		(vi)	all Liabilities of CCI and the
                                         ERISA Affiliates arising under, or with respect to, the Employee Plans;



 


		(vii)	any Liability or obligation arising
                                         out of, or relating to, any Proceeding pending as of the Closing Date or any Proceeding
                                         commenced after the Closing Date to the extent arising out of, or relating to, any act
                                         or omission of CCI or any event, circumstance, condition occurring on or prior to the
                                         Closing Date;



 




    	 	A-11	 



     


    

 


		(viii)	any Liability or obligation
                                         arising out of or resulting from noncompliance by CCI with any Applicable Law or any
                                         Order occurring on or prior to the Closing Date;



 


		(ix)	any Liability or obligation of
                                         CCI with respect to Taxes;



 


		(x)	any Liability or obligation arising
                                         out of, or relating to, the Excluded Assets or the operations of the CCI Business on
                                         or prior to the Closing Date;



 


		(xi)	any Liability or obligation under
                                         any Assumed Contract which arises after the Closing Date with respect to any breach or
                                         violation that occurred on or prior to the Closing Date;



 


		(xii)	any Liability or obligation relating
                                         to or arising out of any Contracts of CCI other than the Assumed Contracts;



 


		(xiii)	any Liability or obligation
                                         relating to, or resulting from, CCI Intellectual Property to the extent arising on or
                                         prior to the Closing Date;



 


		(xiv)	any Liability or obligation based
                                         upon CCI's acts or omissions occurring after the Closing Date (other than those relating
                                         to Buyer's ownership of the Purchased Assets); and



 


		(xv)	Governmental Charges for the period
                                         on or prior to the Closing Date; and



 


		(xvi)	any Liability or obligation of
                                         CCI under this Agreement or any of the Transaction Documents contemplated hereby.



 


		(e)	No Assumption of Liabilities for
                                         CCI Employees. CCI will continue to be responsible for and will discharge all obligations
                                         and Liabilities in respect of all employees of CCI up to and after the Closing Time.
                                         CCI shall pay out to each employee all accrued and outstanding vacation pay as of the
                                         Closing Date owing to such employee, and Buyer shall have no Liability whatsoever to
                                         any employees of CCI prior to or after the Closing Date.



 


		(f)	Post-Closing Payments. All payments
                                         and reimbursements made by any third party in the name of or to CCI in connection with
                                         or arising out of the Purchased Assets (other than payments relating to Excluded Assets
                                         or Retained Liabilities), shall be held by CCI in trust for the benefit of Buyer and,
                                         promptly, and in any event within three (3) Business Days, after receipt by CCI of any
                                         such payment or reimbursement, CCI shall pay over to Buyer the amount of such payment
                                         or reimbursement, together with all corresponding notes, documentation and information
                                         received in connection therewith.



 


		(g)	Taxes.



 


		(i)	CCI shall be responsible for
                                         and shall pay on Closing all Taxes payable in respect of the sale and transfer of the
                                         Purchased Assets to Buyer. CCI and FD9 shall be responsible for all tax implications
                                         of the Common Shares issued pursuant to this agreement.



 




    	 	A-12	 



     


    

 


		(ii)	CCI and Buyer each agree, upon
                                         reasonable request from the other party, to cooperate fully in connection with the preparation
                                         and filing of any documents or Tax Returns with any Governmental Authority, and to use
                                         their commercially reasonable efforts to obtain any document from any Governmental Authority
                                         or any other Person as may be necessary or commercially advisable to mitigate, reduce
                                         or eliminate any Tax that could be imposed.



 


		(h)	Contracts. Prior the Closing,
                                         to the extent that specific assignments may be necessary or appropriate in respect of
                                         any of the Purchased Assets, and/or to the extent that any of the Purchased Assets are
                                         represented by certificates of title or other documents, then CCI will execute and deliver
                                         to Buyer any additional transfer documents, and shall endorse to and in the name of Buyer
                                         all certificates of title and other such documents, as may be necessary or appropriate
                                         and requested by Buyer to effect the full transfer to Buyer all of the Purchased Assets.
                                         Notwithstanding anything to the contrary in this Agreement, this Agreement shall not
                                         constitute an agreement to assign or transfer any Assumed Contract if such assignment
                                         or transfer, or an attempt to make such an assignment or transfer, without the consent
                                         of a third party would constitute a material breach or materially affect adversely the
                                         rights of Buyer or CCI thereunder. To the extent that prior to the Closing Time, CCI
                                         has not obtained all necessary Consents required to assign or transfer any Assumed Contract
                                         to Buyer, CCI shall use its commercially best reasonable efforts to obtain such Consents
                                         as promptly as practicable thereafter. Until such Consents are obtained, CCI shall cooperate
                                         and shall cause its representatives to cooperate with Buyer in any arrangement designed
                                         to provide Buyer with the interests, rights and benefits of CCI under such Assumed Contract
                                         at no cost to Buyer in excess of the cost Buyer would have incurred, without modification
                                         to the terms of such Assumed Contract, if such Consent had been obtained. Nothing in
                                         this Section shall be deemed to constitute an agreement to exclude from the Purchased
                                         Assets any Assumed Contracts for which such Consents are not obtained; provided,
                                         however, that Buyer shall be responsible for, and shall promptly pay all reasonable
                                         costs and expenses of CCI to establish, implement, monitor, maintain, execute on, or
                                         carry into effect any such arrangement (including any reasonable costs and expenses incurred
                                         in connection with enforcing rights under any such Assumed Contract), which CCI shall
                                         not incur without Buyer’s prior written consent, to the same extent as if such
                                         Assumed Contract had been assigned or transferred at the Closing Time. The obligation
                                         of CCI to cooperate with Buyer set forth in this Section shall not require CCI to incur
                                         any expenses, liabilities or obligations or to provide any financial accommodation or
                                         to remain secondarily or contingently liable for any liabilities or obligations under
                                         any applicable Assumed Contract. 



 


Article 3

PURCHASE PRICE AND PAYMENT


 


3.1         Purchase
Price; Payment.


 


As consideration
for the Asset Purchase (the consideration listed in Sections 3.1(a)-(d) shall be considered the “Purchase Price”):


 


		(a)	Buyer shall cause and RGNP agrees to
                                         issue an aggregate of Seven Million (7,000,000)
                                         Common Shares, which shall be satisfied in the following amounts:



 




    	 	A-13	 



     


    

 


		(i)	6,000,000 Common Shares to CCI,
                                         or such Persons that CCI designates;



 


		(ii)	1,000,000 Common Shares to ASKCO,
                                         which shall be considered consideration for the release of a debt owed to ASKCO by CCI;



 


		(b)	RGNP shall make a cash payment of $500,000
                                         to CCI, or a Person designated by CCI, upon RGNP completing a capital raise in a minimum
                                         amount of Five Million Dollars ($5,000,000) during the 2017 or 2018 calendar years.



 





		(c)	Earn out. CCI shall receive Twenty Percent (20%) of gross profit (after cost of goods sold
and direct sales, IT/web costs, marketing costs and the De Vries consulting fees are deducted from gross profit) of all sales of
CCI and RGNP products sold via CCI sales channels for the 2017, 2018, 2019 and 2020 calendar years. The direct sales, marketing
and IT/web costs and the De Vries consulting fees shall be capped at thirty percent (30%) of quarterly gross revenue generated
from the sales of CCI and RGNP products sold via CCI sales channels. The CCI sales channels shall be defined as the CCI and Lebloc
websites, existing wholesale relationships supported by a QuickBooks printout, and current international distributor agreements
and international distribution agreements already in negotiation or anticipated to be executed within six months from Closing.
CCI shall also receive Twenty Percent (20%) of gross profit (after cost of goods sold and direct sales, IT/web costs, marketing
costs and the De Vries consulting fees are deducted from gross profit) for new business concept sales sold via CCI sales channels.
The direct sales, marketing and IT/web costs and De Vries consulting fees shall be capped at thirty percent (30%) of quarterly
gross revenue generated from new business concept sales sold via CCI sales channels. There shall be no minimum amount required
to be paid to CCI, and RGNP makes no representations or warranties on any dollar amount for the 20% earn out payments. If the Purchased
Assets are sold by Buyer or RGNP prior to December 31, 2020, all unpaid earn out amounts will be paid to CCI. Each quarterly earn
out payment shall be made within seven (7) days of RGNP filings its Form 10-Q for such quarter. Prior to Closing, and as a condition
to Closing, there must be an executed agreement between CCI and ASKCO for the distribution and payout of the earn out payments.
Schedule 3.1(c) reflects various samples of the calculation of the Earn Out. If RGNP or Buyer are not able to pay an earn out payment
or multiple earn out payments at the time each such payment is due, CCI may choose to 1) accrue the missed payment to be included
with the next required earn out payment, or 2) convert the missed earn out payment into a convertible promissory note, or 3) convert
the missed earn out payment into shares of RGNP common stock at the average of the five closing prices prior to the date on which
the missed payment was due.








  


		(d)	Each of CCI, Buyer and FD9 agree that
                                         this transaction is intended to qualify under Section 368(a)(1)(C) of the Internal Revenue
                                         Code as a tax free transaction, and each Party agrees to execute and deliver such documents
                                         as may be reasonably requested by another Party to effectuate such intent



 


3.2         Consulting
Agreement. As part of the transaction contemplated by this Agreement, Buyer shall execute a
consulting agreement with De Vries. Such consulting agreement shall have an initial term of three years, and De Vries shall have
the title of “Founder” of the CCI business. 


 


3.3         Location
and Time of the Closing.


 


The Closing shall take place electronically
at 11:59 p.m., EST, on the Closing Date, or such other time on the Closing Date as may be agreed upon in writing between Buyer
and CCI (the "Closing Time").


 




    	 	A-14	 



     


    

 


3.4         Allocation
of Purchase Price.


 


Each of CCI, Buyer and FD9 in filing their
respective Tax Returns, shall allocate the Purchase Price, among the Purchased Assets in a manner consistent with the methodology
set forth in Exhibit B. CCI Buyer and FD9 agree that the values so attributed to the Purchased Assets are the respective
fair market values thereof, and each Party shall file in mutually agreeable form all returns and elections required or desirable
under Applicable Laws in a manner consistent with the foregoing allocations.


 


3.5         Right
of First Refusal. If RGNP or Buyer shall choose to sell any Assets related to the CCI Business,
including the Purchased Assets, and/or should discontinue the operation of the CCI Business, CCI and FD9 shall have a first right
of refusal to purchase such Assets from Buyer at fair market value. CCI shall have a period of thirty days to elect to purchase
the Assets related to the CCI Business, including the Purchased Assets. If CCI or FD9 do not exercise its right to purchase such
Assets during the thirty day notice period, Buyer and/or RGNP shall have the right to sell such Assets.


 


3.6         Withholding
Taxes.


 


Notwithstanding any other provision in
this Agreement, Buyer and RGNP, as applicable, shall have the right to deduct and withhold Taxes from any payment to be made under
this Agreement and any Transaction Documents if such withholding is required by any Applicable Laws and to collect all necessary
Tax forms from CCI. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this
Agreement and any Transaction Document as having been delivered and paid to CCI.


 


Article 4

due diligence


 


4.1         Acknowledgements
of Purchaser.


 


Purchaser
acknowledges that: 


 


		a)	it has performed a due diligence
                                         investigation into the Purchased Assets, with the assistance of professional consultants;



		b)	the due diligence investigation
                                         has been performed to the satisfaction of the Buyer as regards form, extent and depth;



		c)	none of the findings of the
                                         due diligence investigation or any information provided within the framework of that
                                         investigation has caused the Buyer to refrain from entering into this Agreement on the
                                         terms and conditions as stated herein;



		d)	it has had ample opportunity
                                         to investigate the information provided by CCI, and:



		e)	it has been granted access to
                                         buildings, accounts and documents related to the Purchased Assets;



		f)	it has been given an opportunity
                                         to ask questions to CCI and/or CCI Management on all issues which Buyer has deemed relevant
                                         in respect of (the entering into) this Agreement and that, in the Buyer’s opinion,
                                         these questions have been answered satisfactorily; and



		g)	it has been able to discuss
                                         all matters which it deems relevant in respect of the Transaction.



 




    	 	A-15	 



     


    

 


All
information provided by CCI to the Buyer within the framework of the due diligence investigation, is accurate and no action was
taken by Seller to hide or alter any information related to the Purchased Assets or the due diligence investigation. All information
provided shall be considered disclosed. Consequently, without prejudice to any other provisions of this Agreement, (a) there will
be no Claim and (b) the Seller will not be liable for any matter causing a Claim, insofar as the Buyer was or should have been
aware of a Claim on the Closing Date. 


 


Article 5

REPRESENTATIONS AND WARRANTIES OF

CCI AND CCI MANAGEMENT


 


CCI and the CCI Management represent and
warrant, on a joint and several basis, to Buyer as follows and acknowledges that Buyer is relying upon the representations and
warranties set forth below in connection with its purchase of the Purchased Assets.


 


5.1         Incorporation
and Authority.


 


CCI is a corporation, duly organized,
validly existing and in good standing under the laws of the State of Delaware. CCI has all requisite power and authority to own
or lease and operate its properties and assets and to carry on the provision of its services.


 


5.2         Power
and Capacity.


 


		(a)	CCI has the corporate power, authority
                                         and capacity to execute and deliver this Agreement and the Transaction Documents and
                                         to perform its obligations under this Agreement and the Transaction Documents.



 


		(b)	CCI and each CCI Shareholder has taken
                                         all necessary action to authorize the execution, delivery and performance of this Agreement
                                         and each of the Transaction Documents to which it is a party.



 


		(c)	This Agreement has been duly authorized,
                                         executed and delivered by CCI and each of the CCI Management and constitutes the valid
                                         and binding agreement of CCI and each of the CCI Management and is enforceable against
                                         CCI and each of the CCI Management in accordance with its terms (except as the enforcement
                                         of such obligations may be limited by applicable bankruptcy, insolvency, reorganization,
                                         liquidation, receivership, moratorium and other Applicable Laws relating to or affecting
                                         the enforcement of creditors' rights generally and by general principles of equity (regardless
                                         of whether such enforcement is considered in a proceeding in equity or at law)).



 


5.3         Conflicts;
Consents.


 


The execution and delivery by CCI and
the CCI Management of this Agreement and the Transaction Documents does not, and the consummation of the transactions associated
with this Agreement and the Transaction Documents will not:


 


		(a)	violate any provision of the Organizational
                                         Documents of CCI;



 




    	 	A-16	 



     


    

 


		(b)	result in the creation of any Encumbrance
                                         upon the provision of any of CCI's services, the Purchased Assets, nor will it conflict
                                         with or result in a breach of, require a Consent, create an event of default (or event
                                         that, with the giving of notice or lapse of time or both, would constitute an event of
                                         default) under, or give any Person the right to terminate, accelerate or modify any obligation
                                         or benefit under, any Contract to which CCI is a party or by which the Purchased Assets
                                         are bound or affected;



 


		(c)	result in a violation of, or require
                                         the Consent, other action by, or registration, declaration or filing with or notice to,
                                         any Governmental Authority under any Applicable Law or Order applicable to CCI, the provision
                                         of any of CCI's services or the Purchased Assets. There is no pending or, to CCI's Knowledge,
                                         threatened Proceeding against CCI or any CCI Shareholder before any Governmental Authority,
                                         to restrain or prevent the consummation of the transactions contemplated under this Agreement
                                         and the Transaction Documents or that might affect the right of Buyer to own and control
                                         the Purchased Assets; and



 


		(d)	violate the UCC lien filings on the
                                         assets of CCI; and



 


		(e)	contravene any Applicable Law.



 


5.4         Properties
and Assets.


 


CCI is the owner of the Purchased Assets
(other than Purchased Assets that are leased or licensed) with good and marketable title thereto, free of all Encumbrances (including
from Taxes, other than Taxes not yet due and payable). No CCI Shareholder has any registered or beneficial interest in the Purchased
Assets. Other than the UCC filings on the Purchased Assets, filed in the state of Delaware, there are no agreements or restrictions
which in any way limit or restrict the transfer to Buyer of any of the Purchased Assets. Upon Buyer's payment of the Purchase
Price, Buyer will own good, valid and marketable title to the Purchased Assets, free and clear of any and all Encumbrances and
good and valid title to the Purchased Assets, free and clear of any and all Encumbrances, will pass to Buyer. Buyer shall not
be liable in any way for any action taken with respect to the UCC lien on the Purchased Assets, and it shall be the Sellers’
sole responsibility to discharge all UCC liens on the Purchased Assets. The Purchased Assets and the Assumed Contracts include
all Tangible Personal Property and intangible Assets, Contracts and rights used by CCI in the operation of the CCI Business in
accordance with the past practice of CCI.


 


5.5         Compliance
with Laws.


 


CCI is not now, and has never been in
violation of any provision of any Applicable Law or order applicable to CCI related to the Purchased Assets. CCI has not directly
or indirectly made any payment of funds to any person, or received or retained any funds from any person in violation of any Applicable
Law related to the Purchased Assets. No event has occurred or circumstance exists that (with or without notice or lapse of time)
may constitute or result in a violation by CCI of, or a failure on the part of CCI to comply with, any Applicable Law in connection
with the Purchased Assets. Neither CCI nor any of the CCI Management has received any notice or other communication (whether oral
or written) from any Governmental Authority or any other Person regarding any actual, alleged, possible or potential violation
of, or failure to comply with, any Applicable Law in connection with the Purchased Assets or any actual, alleged, possible or
potential proceeding or obligation on the part of CCI or any of the CCI Management to undertake, or to bear all or any portion
of the cost of, any remedial action of any nature in connection with the Purchased Assets.


 




    	 	A-17	 



     


    

 


5.6         Consents
and Approvals.


 


No authorization, consent or approval
of, or filing with or notice to, any Governmental Authority or other Person is required by CCI or any of the CCI Management in
connection with the execution, delivery or performance of this Agreement and the Transaction Documents or the completion of the
transactions contemplated by this Agreement and the Transaction Documents. The transfer of the Purchased Assets will not violate
any terms of the UCC lien filings related to the Purchased Assets.


 


5.7         Licenses,
Permits, Orders and Authorizations.


 


No licenses, approvals, consents, ratifications,
waivers, notices, registrations, qualifications, designations, filings, franchises, authorizations, security clearances and other
permits of, to, from or with, any Governmental Authority are required under Applicable Laws to permit CCI to own, operate, use
and maintain the Purchased Assets in the manner in which they are now operated and maintained and to conduct the CCI Business.


 


5.8         Financial
Statements.


 


The CCI Financial Statements have been
prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and fairly, completely and accurately
present the financial position of the CCI Business and the results of its operations as of the dates and throughout the periods
indicated. The CCI Financial Statements are true, correct and complete in all respects and fairly present the financial position,
Assets and Liabilities, results of operations of CCI as of the dates thereof and for the periods covered thereby. The CCI Financial
Statements relate solely to the condition and results of CCI, and not any activity of any of the CCI Management, except for amounts
recorded as distributions to the CCI Management.


 


5.9         No
Undisclosed Liabilities.


 


CCI does not have any Liability related
to the Purchased Assets (and there is no basis for any present or future Proceeding giving rise to any Liability), except for:
(a) Liabilities set forth in the CCI Financial Statements) and (b) Liabilities that have arisen after the most recent fiscal month
end in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused
by any breach of Contract, breach of warranty, tort, infringement, or violation of law). CCI has no Indebtedness related to the
Purchased Assets and has not provided any Guarantee for any Indebtedness related to the Purchased Assets. It is understood by
CCI and FD9 that Buyer and RGNP are not assuming any liabilities of CCI, and Buyer and RGNP shall not be responsible or liable
for the lien on the Purchased Assets, which shall be discharged by Seller prior to Closing.


 


5.10         Tax
Matters.


 


		(a)	CCI has timely filed all Tax Returns
                                         required CCI under all Applicable Laws pertaining to Taxes and to which CCI is subject
                                         and all such Tax Returns are accurate and complete in all respects.



 


		(b)	CCI has have timely paid all Taxes
                                         in respect of the CCI Business and the Purchased Assets which are capable of forming
                                         or resulting in an Encumbrance on the Purchased Assets or of becoming a Liability or
                                         obligation of Buyer.



 




    	 	A-18	 



     


    

 


		(c)	Any and all Liabilities of CCI for
                                         Taxes attributable to taxable years ending on or before the Closing Date, whether or
                                         not due as of the Closing Date, have been accrued as Liabilities on the CCI Financial
                                         Statements and shall be the responsibility of CCI (and/or the CCI Management) and there
                                         are no Taxes outstanding as of the Closing Date.



 


		(d)	No examination or audit of any Tax
                                         Return of CCI is in progress. All deficiencies proposed as a result of any examination
                                         or audit of any Tax Return filed by CCI has been paid or finally settled and no issue
                                         has been raised in any such examination or audit that, by application of similar principles,
                                         reasonably can be expected to result in the assertion of a deficiency for any other year
                                         not so examined or audited.



 


		(e)	There are no Proceedings pending against
                                         CCI in respect of any Taxes in respect of the CCI Business or the Purchased Assets, nor
                                         has any such event been asserted or threatened against CCI.



 


		(f)	There are no Encumbrances related to
                                         Taxes outstanding against any of the Purchased Assets other than for Taxes not yet due
                                         and payable.



 


5.11         Litigation.


 


There is no Proceeding against or involving
CCI (whether in progress or threatened) and no Proceeding has ever been commenced against CCI related to any Purchased Asset.
No event has occurred which might give rise to any Proceeding and there is no Order of any Governmental Authority related to any
Purchased Asset to which CCI is subject.


 


5.12         Corrupt
Practices.


 


Neither CCI nor, to the Knowledge of CCI,
any officer, director, employee, advisor or agent of CCI, has made any payment, directly or indirectly, on behalf of or to the
benefit of CCI, in violation of any Applicable Laws prohibiting the payment of undisclosed commissions or bonuses or the making
of bribe or incentive payments or other arrangements of a similar nature with respect to the conduct of the CCI Business, including
the Foreign Corrupt Practices Act (U.S.), and CCI has instituted and maintains policies and procedures designed to ensure
continued compliance with such Applicable Laws.


 


5.13         Absence
of Certain Changes or Events.


 


Since incorporation, CCI has conducted
the CCI Business only in the ordinary course of business, consistent with past practice and, without limiting the generality of
the foregoing, since incorporation: (a) the CCI Business has not incurred or suffered a Material Adverse Change and no fact or
condition has occurred or exists or is contemplated or threatened which might reasonably be expected to result in any such Material
Adverse Change as it relates to the Purchased Assets; and (b) there has not been any material loss, damage or destruction to,
or any material interruption in the use of any of the Purchased Assets.


 


5.14         Contracts.


 


Correct and complete copies of all written
Contracts related to the Purchased Assets are disclosed in Schedule 4.16 to the CCI Disclosure Schedule. The Contracts disclosed
in Schedule 4.16 to the CCI Disclosure Schedule represent all of the Assigned Contracts and each such Contract is a legal and
valid obligation of CCI and;


 




    	 	A-19	 



     


    

 


		(a)	each other Person party thereto, binding
                                         and enforceable against CCI and, each other Person party thereto, in accordance with
                                         its terms;



 


		(b)	no such Contract has been terminated
                                         and neither CCI, nor, any other Person is in breach or default thereunder, no event has
                                         occurred that with notice or lapse of time, or both, would constitute a breach or default,
                                         or permit termination, modification in any manner adverse to CCI, or acceleration thereunder;



 


		(c)	no party has asserted or has (except
                                         by operation of law) any right to offset, discount or otherwise abate any amount owing
                                         under any such Contract except as expressly set forth in such Contract;



 


		(d)	no party to any Assumed Contract intends
                                         to cancel, terminate or exercise any option under any Assumed Contract; and



 


		(e)	CCI has not made any prior assignment
                                         of any Assumed Contract or any of its rights or obligations thereunder.



 


5.15         No
Default.


 


CCI is not in violation or breach of,
or default under, and there exists no event, condition or occurrence which, with notice or passage of time or both, would constitute
a default under, or give rise to any termination rights under, any provision of an Assumed Contract, license, concession, franchise,
permit or grant with respect to the Purchased Assets.


 


5.16         Insurance.


 


CCI has not and has never held any insurance
policies in respect of the Purchased Assets or the CCI Business.


 


5.17         Employee
Plans; ERISA.


 


CCI currently does not and never has established
an Employee Plan of any kind. CCI does not have any Liability with respect to any Person under Title IV of ERISA.


 


5.18         Employees.


 


CCI has 5 employees as of the date of
this Agreement, and details of all employment agreements are provided in Schedule 4.20 to the CCI Disclosure Schedule.


 


5.19         Employment
Matters.


 


CCI:


 




    	 	A-20	 



     


    

 


		(a)	is not a party to or bound by any oral
                                         or written Contract or policy for the employment or retainer of any individual, including
                                         any Contract with directors, officers, employees, independent contractors or agents;



 


		(b)	is not a party to or bound by any oral
                                         or written Contract or policy providing for severance, termination, retention, change
                                         of control or similar payments;



 


		(c)	does not employ any employees in the
                                         CCI Business who are bound by a written Contract that includes a post-employment covenant
                                         not to compete against the CCI Business, solicit customers of the CCI Business or solicit
                                         employees of the CCI Business;



 


		(d)	is not a party to or bound by any collective
                                         bargaining agreement, collective labor agreement or other Contract with or commitment
                                         to any trade union, council of trade unions, employee bargaining agent or affiliated
                                         bargaining agent, employee association or other organization or body with which any of
                                         its employees are involved (collectively, "labor representatives")
                                         and no labor representatives hold bargaining rights with respect to any employees of
                                         the CCI; and there are no current or, to the Knowledge of CCI, threatened attempts to
                                         organize or establish any bargaining rights for any labor representatives with respect
                                         to CCI;



 


		(e)	since the date of its incorporation,
                                         has not had any complaint, grievance, claim, work order or investigation filed, made
                                         or commenced against it pursuant to any Applicable Laws;



 


		(f)	is not subject to any claim for wrongful
                                         dismissal, constructive dismissal or any other tort claim, actual or threatened, or any
                                         litigation, actual or threatened, relating to employment or termination of employment
                                         of employees or independent contractors employed or engaged in the CCI Business;



 


		(g)	is not the subject of any ongoing or
                                         current Proceedings regarding employment matters; and



 


		(h)	is not aware of any circumstance that
                                         could give rise to any claim by a current or former employee of CCI for compensation
                                         on termination of employment.



 


5.20         Consultants.


 


Schedule 4.22 to the CCI Disclosure Letter
contains a complete and accurate list of the names of all consultants, contactors, including independent sales agents CCI engaged
in the CCI Business, whether the consultant is providing services pursuant to an oral or written Contract or policy for the or
retainer for services of any Person.


 


5.21         Non-Arm's
Length Transactions.


 


		(a)	Except for usual compensation paid
                                         in the ordinary course of business, consistent with past practice, CCI has not made any
                                         payment or loan to, or borrowed any monies from or is otherwise indebted to any employee
                                         or any Person not dealing at arm's length with, or any affiliate of, any employee.



 


		(b)	Except for contracts of employment,
                                         CCI is not a party to any Contract with any employee or with any Person not dealing at
                                         arm's length with, or any affiliate of, any employee.



 




    	 	A-21	 



     


    

 


		(c)	CCI is not a party to any Contract
                                         with any CCI Shareholder, nor any Person not dealing at arm's length with CCI.



 


5.22         Owned
Real Property.


 


CCI currently leases an office space located
at 1933 S. Broadway Street, Los Angeles, CA 90007. Buyer shall sublease the office space from CCI for a period of eighteen (18)
months, which may be terminated by either party with ninety (90) days written notice. CCI shall ensure that it will not be a violation
of the CCI lease to sublease the premises to Buyer. CCI shall take all necessary action to ensure that the sublease will be accepted
by the landlord and will not violate the terms of the CCI lease.


 


5.23         Intellectual
Property.


 


		(a)	Except for Licensed Intellectual Property,
                                         all Intellectual Property used, in whole or in part by CCI in connection with the CCI
                                         Business is Owned Intellectual Property.



 


		(b)	Schedule 4.25(b) to the CCI Disclosure
                                         Schedule lists all Owned Intellectual Property that consist of trade marks and trade
                                         mark applications, trade names, certification marks, patents and patent applications,
                                         copyrights and industrial designs, the offices (if any) in which the same is registered
                                         (being the only offices where such registration is necessary to preserve the right thereto);
                                         and the applicable expiry dates of any registration.



 


		(c)	Schedule 4.25(c) to the CCI Disclosure
                                         Schedule lists all Licensed Intellectual Property.



 


		(d)	All Owned Intellectual Property is
                                         owned by CCI free and clear of Encumbrances, covenants, conditions, options to purchase
                                         and restrictions or other adverse claims or interests of any kind or nature.



 


		(e)	To the extent that any Intellectual
                                         Property used by, or developed on behalf of, CCI for use in connection with the CCI Business
                                         was created by an employee of, or independent contractor or consultant to, CCI, such
                                         Persons have each irrevocably assigned to CCI in writing all rights to such Intellectual
                                         Property; CCI has not received any notice or claim challenging ownership of or rights
                                         by CCI to such Intellectual Property or suggesting that such Person has any claim of
                                         legal or beneficial ownership or other claim or interest with respect thereto nor, is
                                         there a reasonable basis for such a claim.



 


		(f)	All current and former directors, officers,
                                         employees, consultants and independent contractors of CCI have entered into enforceable
                                         confidentiality agreements with CCI in form adequate to protect the Owned Intellectual
                                         Property.



 


		(g)	All rights to the Owned Intellectual
                                         Property or Licensed Intellectual Property are valid and enforceable. CCI has not received
                                         any notice or claim challenging or questioning the validity or enforceability of any
                                         Owned Intellectual Property or Licensed Intellectual Property. There is no Proceeding
                                         which is ongoing or, alleged (including any opposition, re-examination or protest) which
                                         might result in the Owned Intellectual Property being invalidated, revoked or the subject
                                         of a compulsory license. To the Knowledge of CCI, there is no Proceeding which is ongoing
                                         or alleged (including any opposition, re-examination or protest) which might result in
                                         the Licensed Intellectual Property being invalidated or revoked or the subject of a compulsory
                                         license.



 




    	 	A-22	 



     


    

 


		(h)	In the case of Licensed Intellectual
                                         Property, CCI has entered into valid and enforceable written agreements (the "License
                                         Agreements") pursuant to which CCI has been granted all licenses to develop
                                         manufacture, import, export, use, reproduce, sub-license, sell, offer for sale, or otherwise
                                         exploit the Licensed Intellectual Property to the extent required to operate all aspects
                                         of the CCI Business. All License Agreements are in full force and effect and neither
                                         CCI nor any licensor is in default of its obligations thereunder. Correct and complete
                                         copies of all License Agreements have been made available to Buyer.



 


		(i)	All fees payable in respect of the
                                         maintenance of Owned Intellectual Property have been paid and all registrations and applications
                                         for registration of any Owned Intellectual Property are in good standing; CCI has prosecuted,
                                         and is prosecuting, such applications diligently. All fees payable in respect of the
                                         maintenance of the Licensed Intellectual Property have been paid and all registrations
                                         and applications for registration of any Licensed Intellectual Property are in good standing
                                         and, to the Knowledge of CCI, the licensors of the Licensed Intellectual Property have
                                         prosecuted, and are prosecuting, such applications diligently.



 


		(j)	To the Knowledge of CCI, the conduct
                                         of the CCI Business does not infringe any other Person's rights to Intellectual Property.
                                         CCI is not or has not been a party to Proceeding nor, to the Knowledge of CCI has any
                                         Proceeding been threatened, that alleges that the conduct of the CCI Business infringes
                                         any other Person's rights to the Owned Intellectual Property or the Licensed Intellectual
                                         Property. To the Knowledge of CCI, no Person has infringed or is infringing the right
                                         of CCI in or to any Owned Intellectual Property or Licensed Intellectual Property.



 


		(k)	CCI is not a party to any agreement
                                         involving the grant by CCI to any Person of any right to the Owned Intellectual Property.



 


		(l)	Since its incorporation, CCI has d/b/a
                                         or operated only under the trade name “Coordinates Collection, Inc."



 


5.24         Computer
Systems.


 


Schedule 4.26 to the
CCI Disclosure Schedule sets out an accurate and complete list of all:


 


		(a)	machinery, equipment, parts and accessories
                                         that is or includes computer or communications hardware owned or operated by or on behalf
                                         of CCI in connection with the CCI Business (the "Computer Systems Hardware");



 


		(b)	Intellectual Property that is computer
                                         software (including, where applicable, documentation, source code and back-ups) owned
                                         or used by or on behalf of CCI in connection with the CCI Business, whether stored on
                                         or off-site (the "Computer Systems Software");



 


		(c)	machinery and equipment which incorporates
                                         or relies upon Computer Systems Hardware or Computer Systems Software (the "Computer
                                         Dependent Equipment");



 


		(d)	permits, licences, approvals, consents,
                                         authorizations, registrations, certificates and franchises (including applicable expiry
                                         dates) relating to Computer Systems Hardware, Computer Systems Software and Computer
                                         Dependent Equipment; and



 




    	 	A-23	 



     


    

 


		(e)	Contracts relating to Computer Systems
                                         Hardware, Computer Systems Software and Computer Dependent Equipment, including, all
                                         relevant maintenance, extended warranty, software escrow, network service, service bureau,
                                         outsourcing and on-line service agreements and arrangements (the "Computer
                                         Systems Contracts").



 


		(f)	the original media for any Computer
                                         Systems Software purchased by CCI, together with proofs of purchase, are available to
                                         facilitate upgrades. All Computer Systems Hardware and Computer Dependent Equipment has
                                         been installed and operated at all times in accordance with applicable manufacturers'
                                         or suppliers' maintenance or warranty requirements.



 


5.25         Sufficiency
of Purchased Assets.


 


The Purchased Assets are sufficient to
carry on the CCI Business, consistent with past practice and, except for Excluded Assets, constitute all of the Assets owned or
used by CCI in conducting the CCI Business. Following Closing, Buyer will have ownership, possession or use of all or substantially
all of the Assets that can reasonably be regarded as being necessary for Buyer to be able to carry on the CCI Business.


 


5.26         Assets
in Good Condition.


 


All the physical Assets comprising the
Purchased Assets are in good operating condition and in a state of good maintenance and repair having regard to the use to which
the Assets are put and the age thereof. There are no facts or conditions affecting the Purchased Assets which could interfere
in any respect with the use, occupancy or operation of the Purchased Assets as currently used, occupied or operated.


 


5.27         Inventory;
Product Warranties and Claims.


 


		(a)	Except as disclosed in Schedule 4.29(a)
                                         to the CCI Disclosure Schedule, CCI has no inventory, finished goods, work in process
                                         or raw materials.



 


		(b)	CCI has not given any written or oral
                                         product warranty, express or implied, and no product warranty or product liability claim
                                         (or claim in the nature thereof) against CCI in respect of the products manufactured
                                         or sold in respect of the CCI Business has been made or, threatened, since CCI's incorporation,
                                         nor do facts or circumstances exist that could reasonably be expected to result in any
                                         such claim. CCI has not made a product warranty or liability claim (or claim in the nature
                                         thereof) against any supplier thereto in respect of the products manufactured or sold
                                         in respect of the CCI Business since CCI's incorporation.



 


5.28         Environmental
Matters.


 


		(a)	CCI has not emitted, discharged, deposited
                                         or released or caused or permitted to be emitted, discharged, deposited or released,
                                         any Hazardous Materials on, from, under or to any premises or area owned, leased or utilized
                                         by CCI, or in connection with the operation of the CCI Business, except in compliance
                                         with Applicable Laws;



 


		(b)	There has been no exposure of any Person
                                         or property to Hazardous Materials generated by or in connection with the operation of
                                         the CCI Business by CCI that could reasonably be expected to form the basis for a claim
                                         for injuries, damages or compensation; and





    	 	A-24	 



     


    

 


		(c)	CCI has not permitted any premises
                                         or area owned, leased or utilized by CCI to be used for the disposal of any Hazardous
                                         Material.



 


5.29         Privacy
Laws.


 


CCI is in material compliance with all
Applicable Laws in respect of: (a) the collection, use and storage by CCI of Personal Information in the course of the CCI Business;
and (b) the disclosure or transfer to third parties by CCI of Personal Information in the course of the CCI Business.


 


5.30         Clients
and Customers.


 


There has not been any Material Adverse
Change and, there are no facts disclosed by a current vendor, subcontractor, supplier or customer to CCI which could reasonably
be expected to result in a Material Adverse Change, in the business relationship of CCI with any current customer or client or
supplier. CCI has not received any oral or written notice that:


 


		(a)	any current customer or client:



 


		(i)	intends to terminate, fail to renew
                                         or seek any material adverse modification of its existing business arrangements with
                                         CCI;



 


		(ii)	has ceased to purchase goods and
                                         services from CCI;



 


		(iii)	has substantially reduced, or
                                         will substantially reduce, its purchase of goods and services from CCI;



 


		(iv)	has a material dispute with CCI;
                                         or



 


		(b)	any current supplier:



 


		(i)	has sought, or is seeking, to substantially
                                         increase the price it charges CCI for equipment, supplies or other goods and services;



 


		(ii)	will not sell equipment, supplies
                                         or other goods and services to Buyer at any time after the Closing Date on terms and
                                         conditions similar to those used in current sales to CCI, subject to general and customary
                                         price increases; or



 


		(iii)	has a dispute with CCI.



 


5.31         Trade
Programs.


 


There are no previous, current or planned
programs, practices or arrangements that relate to trade discounts, rebates, marketing, advertising or other promotional allowances,
promotional sales or coupons granted by CCI to the customers of the CCI Business or other programs that affect or will affect
the collectability or value of current or future Accounts Receivable in respect of the CCI Business.


 


5.32         Books
of Account.


 


The books and records of CCI maintained
in respect of the CCI Business and the Purchased Assets accurately record all financial transactions in respect of the CCI Business.


 




    	 	A-25	 



     


    

 


5.33         Brokers'
Fees.


 


No broker, finder, investment banker or
other Person is entitled to any brokerage fee, finders' fee or other commission or payment in connection with the transactions
contemplated by this Agreement based on arrangements made by CCI.


 


5.34         Bulk
Sales Act.


 


CCI
and CCI Management shall, prior to closing, provide Buyer with an affidavit outlining all of CCI’s secured and unsecured
creditors, and shall take all actions, including filing such affidavit with such government department or court as is necessary
to perfect such affidavit. CCI and CCI Management understand and agree that Buyer and RGNP shall not be liable to any creditors
of CCI, and shall not be held responsible or liable for any action by any CCI creditors who obtain a declaration that the sale
of the Purchased Assets was invalid, or for any CCI creditors who attempt, or actually take possession of any of the Purchased
Assets. 


 


5.35         Material
Facts Disclosed.


 


Neither this Agreement, the Transaction
Documents, nor any Schedule or Exhibit attached hereto furnished to Buyer by CCI contains any untrue statement of a material fact
or omits to state a material fact necessary in order to make the statements contained therein or herein, in light of the circumstances
under which they were made, not misleading.


 


Article 6

REPRESENTATIONS AND WARRANTIES OF BUYER


 


Buyer represents and warrants to CCI as
follows and acknowledges that CCI is relying upon the representations and warranties set forth below in connection with the sale
of the Purchased Assets.


 


6.1         Incorporation
and Authority.


 


Buyer is a corporation, duly organized,
validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power and authority to
own or lease and operate its properties and Assets and to carry on the provision of their services.


 


6.2         Power
and Capacity.


 


		(a)	Buyer has the corporate power, authority
                                         and capacity to execute and deliver this Agreement and the Transaction Documents and
                                         to perform its obligations under this Agreement and the Transaction Documents.



 


		(b)	Buyer has taken all necessary action
                                         to authorize the execution, delivery and performance of this Agreement and each of the
                                         Transaction Documents to which it is a party.



 


		(c)	This Agreement has been duly authorized,
                                         executed and delivered by Buyer and constitutes the valid and binding agreement of Buyer
                                         and is enforceable against Buyer in accordance with its terms (except as the enforcement
                                         of such obligations may be limited by applicable bankruptcy, insolvency, reorganization,
                                         liquidation, receivership, moratorium and other Applicable Laws relating to or affecting
                                         the enforcement of creditors' rights generally and by general principles of equity (regardless
                                         of whether such enforcement is considered in a proceeding in equity or at law).



 




    	 	A-26	 



     


    

 


6.3         Conflicts;
Consents.


 


The execution and delivery by Buyer of
this Agreement and the Transaction Documents does not, and the consummation of the transactions associated with this Agreement
and the Transaction Documents does not and will not:


 


		(a)	violate any provision of the Organizational
                                         Documents of Buyer;



 


		(b)	result in the creation of any Encumbrance
                                         upon the provision of any of Buyer's services, nor will it conflict with or result in
                                         a breach of, require a Consent, create an event of default (or event that, with the giving
                                         of notice or lapse of time or both, would constitute an event of default) under, or give
                                         any Person the right to terminate, accelerate or modify any obligation or benefit under,
                                         any Contract to which Buyer is a party;



 


		(c)	result in a violation of, or require
                                         the Consent, other action by, or registration, declaration or filing with or notice to,
                                         any Governmental Authority under any Applicable Law or order applicable to Buyer and
                                         the provision of any of Buyer's services; and



 


		(d)	contravene any Applicable Law.



 


6.4         Solvency.


 


Buyer is not now insolvent and will not
be rendered insolvent by any of the transactions contemplated under this Agreement and the Transaction Documents. As used in this
section, "insolvent" means that the sum of the Liabilities of Buyer, as applicable, exceeds the present
fair saleable value of Buyer's. Immediately after giving effect to the consummation of the transactions contemplated under this
Agreement and the Transaction Documents: (a) Buyer will be able to pay its Liabilities as they become due in the usual course
of its business; (b) Buyer will not have unreasonably small capital with which to conduct its present or proposed business; and
(c) Buyer will have Assets (calculated at fair market value) that exceed its Liabilities.


 


Article 7

REPRESENTATIONS AND WARRANTIES OF RGNP


 


7.1         Incorporation
and Authority.


 


RGNP is a corporation, duly organized,
validly existing and in good standing under the laws of Delaware. RGNP has all requisite
power and authority to own or lease and operate its properties and Assets and to carry on the provision of their services.


 


7.2         Power
and Capacity.


 


		(a)	RGNP has the corporate power, authority
                                         and capacity to execute and deliver this Agreement and the Transaction Documents and
                                         to perform its obligations under this Agreement and the Transaction Documents.



 




    	 	A-27	 



     


    

 


		(b)	RGNP has taken all necessary action
                                         to authorize the execution, delivery and performance of this Agreement and each of the
                                         Transaction Documents to which it is a party.



 


		(c)	This Agreement has been duly authorized,
                                         executed and delivered by RGNP and constitutes the valid and binding agreement of RGNP
                                         and is enforceable against RGNP in accordance with its terms (except as the enforcement
                                         of such obligations may be limited by applicable bankruptcy, insolvency, reorganization,
                                         liquidation, receivership, moratorium and other Applicable Laws relating to or affecting
                                         the enforcement of creditors' rights generally and by general principles of equity (regardless
                                         of whether such enforcement is considered in a proceeding in equity or at law).



 


7.3         Conflicts;
Consents.


 


The execution and delivery by RGNP of
this Agreement and the Transaction Documents does not, and the consummation of the transactions associated with this Agreement
and the Transaction Documents does not and will not:


 


		(a)	violate any provision of the Organizational
                                         Documents of RGNP;



 


		(b)	result in the creation of any Encumbrance
                                         upon the provision of any of RGNP's services, nor will it conflict with or result in
                                         a breach of, require a Consent, create an event of default (or event that, with the giving
                                         of notice or lapse of time or both, would constitute an event of default) under, or give
                                         any Person the right to terminate, accelerate or modify any obligation or benefit under,
                                         any Contract to which RGNP is a party;



 


		(c)	result in a violation of, or require
                                         the Consent, other action by, or registration, declaration or filing with or notice to,
                                         any Governmental Authority under any Applicable Law or order applicable to RGNP and the
                                         provision of any of RGNP's services; and



 


		(d)	contravene any Applicable Law.



 


7.4         Authorized
Capital


 


The authorized capital
of the RGNP consists of 150,000,000 shares of Common Stock, and 10,000,000 shares of Preferred Stock, of which 35,723,000 shares
of Common Stock and 0 shares of Preferred Stock are issued and outstanding.


 


7.5         Valid
Issuance of Securities.


 


The Common Shares comprising
the Purchase Price that are being issued to CCI and ASKCO hereunder when issued and delivered in accordance with the terms hereof
for consideration in accordance with the terms hereof will be duly and validly issued, fully paid and non-assessable and free
of restrictions on transfer other than restrictions on transfer in the Organizational Documents, and applicable securities laws
and regulations.


 


7.6         Tax
Matters.


 


RGNP has timely filed all Tax Returns
required under all Applicable Laws pertaining to Taxes and to which RGNP is subject. RGNP has timely paid all Taxes required by
Applicable Laws to be paid, whether or not shown on any Tax Return. All such Tax Returns are accurate and complete. No examination
or audit of any Tax Return of RGNP is in progress.


 




    	 	A-28	 



     


    

 


7.7         Undisclosed
Liabilities.


 


RGNP nor any of its subsidiaries has any
Liability (and there is no basis for any present or future Proceeding against any of them giving rise to any Liability), except
for (a) Liabilities set forth on the face of the most recent balance sheet (rather than in any notes thereto) and (b) Liabilities
that have arisen after the most recent fiscal month end in the ordinary course of business (none of which results from, arises
out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation
of law).


 


7.8         Solvency.


 


RGNP is not now insolvent and will not
be rendered insolvent by any of the transactions contemplated under this Agreement and the Transaction Documents. The value of
the Purchase Price is reasonably equivalent to the value of such portion of the Purchased Assets.


 


Article 8

non-competition and non-solicitation


 


8.1         Non-Competition.


 


		(a)	De Vries covenants and agrees that
                                         he shall not, and shall cause his affiliates not to, directly or indirectly, in any manner
                                         whatsoever, without the prior written consent of the Buyer, at any time from the date
                                         hereof until the later of: the second anniversary date following the date De Vries ceases
                                         to be a consultant to the Buyer (the "Non-Competition Period") carry
                                         on or be engaged in any business which competes with the CCI Business within the
                                         United States (collectively, the "Territory") or:



 


		(i)	be employed by, retained by, engaged
                                         by (whether as a consultant, agent or otherwise);



 


		(ii)	have any financial or other interest
                                         (including an interest by way of royalty or other compensation arrangement) in; or



 


		(iii)	lend money to, guarantee the debts
                                         or obligations of or permit his name or any part thereof to be used or employed by;



 


any Person engaged in or concerned
with or interested in any business that competes with the CCI Business within the Territory.


 


		(b)	This Section 8.1 shall not prevent
                                         De Vries or any of his respective affiliates from holding any equity of FD9, and/or,
                                         in aggregate, up to 9.9% of the equity, voting rights or debt of any corporation, partnership
                                         or other Person which carries on a business which competes with the CCI, RGNP or Buyer
                                         Businesses.



 


		(c)	De Vries confirms that all restrictions
                                         in this Section 7.1 are reasonable and valid and waives all defenses to the strict enforcement
                                         thereof.



 




    	 	A-29	 



     


    

 


8.2         Non-Solicitation.


 


		(a)	De Vries covenants and agrees that
                                         he shall not, and shall cause his affiliates not to, directly or indirectly, in any manner
                                         whatsoever, without the prior written consent of Buyer, at any time during the Non-Competition
                                         Period in the Territory:



 


		(i)	contact, solicit, entice, or induce,
                                         or endeavor to contact, solicit, entice, or induce any employee of, or independent contractor
                                         retained by, Buyer to leave his or her employment or retainer, whether or not such individual
                                         would breach his or her contract of employment by doing so;



 


		(ii)	employ or attempt to employ or assist
                                         any Person to employ any employee of Buyer or retain any independent contractor retained
                                         by Buyer;



 


		(iii)	solicit, endeavor to solicit, canvass,
                                         or interfere with Buyer's relationships with any Person for the purposes of soliciting
                                         any business that is competitive with the CCI Business in the Territory that:



 


		(A)	is or was a client or customer
                                         of Buyer as of the date De Vries ceases consulting services to the Buyer; or



 


		(B)	has been pursued as a prospective
                                         client or customer by or on behalf of Buyer at any time during the twenty-four (24) months
                                         prior to the date De Vries ceases consulting services to Buyer; or



 


		(iv)	provide services to or accept business
                                         from any Person who:



 


		(A)	is or was a client or customer
                                         of Buyer as of the date De Vries ceases employment or consulting services to Buyer; or



 


		(B)	has been pursued as a prospective
                                         client or customer by or on behalf of Buyer at any time during the twenty-four (24) months
                                         prior to the date De Vries ceases consulting services to the Buyer,



 


if such services
or business is competitive with the CCI Business in the Territory.


 


		(b)	De Vries hereby acknowledges and
                                         confirms that all restrictions in this Section 7.2 are reasonable and valid and waives
                                         all defenses to the strict enforcement thereof.



 


8.3         Acknowledgements.


 


De Vries acknowledges and agrees that:


 


		(a)	this Article is an integral part
                                         of the Agreement under which he is receiving significant benefit and that Buyer is relying
                                         on the acknowledgements given in this Article by De Vries;



 




    	 	A-30	 



     


    

 


		(b)	the covenants contained herein
                                         are intended to ensure that Buyer receives the full benefit of the goodwill of CCI including,
                                         without limitation, CCI's relationships with its clients, customers, service providers
                                         and suppliers;



 


		(c)	breach of any provision of this
                                         Article may cause serious harm to Buyer;



 


		(d)	by imposing the restrictions described
                                         in Sections 7.1 and 7.2, Buyer is acting reasonably to protect its business interests
                                         in the area in which it operates to solidify its business relationships with its clients,
                                         customers and employees;



 


		(e)	that by imposing the restrictions
                                         described in Sections 7.1 and 7.2, Buyer is not imposing any terms or requirements that
                                         would, alone or in the aggregate, prevent De Vries from earning a livelihood following
                                         his departure from CCI, regardless of the reason for his departure; and



 


		(f)	therefore, the restrictions described
                                         in Sections 7.1 and 7.2 are reasonable and valid and a breach thereof will cause irreparable
                                         harm and De Vries waives all defenses to the strict enforcement thereof.



 


8.4         Enforcement.


 


		(a)	Restrictions Reasonable.
                                         In addition to the acknowledgements of De Vries set out in Section 7.3, De Vries hereby
                                         acknowledges that the time, scope, geographic area and other provisions of this Article
                                         have been specifically negotiated by sophisticated commercial parties with independent
                                         legal advice and agree that all such provisions are reasonable under the circumstances
                                         of the transactions contemplated by the Agreement, are given as an integral and essential
                                         part of the transactions contemplated by the Agreement and are necessary in order to
                                         protect Buyer.



 


		(b)	Invalidity of Duration or Scope.
                                         If any of the restrictions contained in this Article are determined by any court of competent
                                         jurisdiction to be invalid or unenforceable in any particular area or jurisdiction, or
                                         to be enforceable in such area or jurisdiction only if modified in duration or scope,
                                         the Parties hereto agree that:



 


		(i)	this Article shall be automatically
                                         amended and modified in duration and/or scope, without any further action by any of the
                                         parties hereto, so as to provide the maximum duration and/or scope enforceable in accordance
                                         with Applicable Laws;



 


		(ii)	the reviewing court is authorized
                                         and empowered to rewrite any such unenforceable provision in a manner which will result
                                         in such restriction being enforceable, and



 


		(iii)	the terms and provisions of this
                                         Article shall remain in full force and effect, as originally written, in all other areas
                                         and jurisdictions.



 


		(c)	Remedies. Upon breach by
                                         De Vries or any of his affiliates, of any provision of this Article:



 




    	 	A-31	 



     


    

 


		(i)	Buyer shall be entitled to injunctive
                                         relief, both preliminarily and permanently against De Vries and his affiliates, since
                                         the parties hereto acknowledge and agree that any other remedy would be inadequate and
                                         insufficient; and



 


		(ii)	Buyer shall be entitled to all such
                                         other available equitable and legal remedies.



 


Article 9


HOLDBACK
AND ESCROW


 


9.1         Holdback
Agreement


 


If requested by the Buyer or RGNP and
the managing underwriter of any public offering transaction, each recipient of the RGNP Common Shares pursuant to this Agreement
agrees not to effect any public sale or distribution of Common Shares without the prior written consent of the Corporation or
such managing underwriter for such period of time as may be requested by the Corporation and such managing underwriter. Each recipient
of the RGNP Common Shares pursuant to this Agreement shall sign any necessary escrow agreement or other such agreement, document
or instrument necessary to reflect such restriction of any sale or distribution of Common Shares.


 


9.2         Confidentiality
of Notices


 


Any Shareholder receiving any written
notice from the Buyer or RGNP regarding any public offering by RGNP will treat that information confidentially and will not disclose
it to any Person other than as necessary to exercise its rights under this Agreement.


 


Article 10

CLOSING DELIVERIES AND CONDITIONS


 


10.1         Closing
Deliveries from CCI to Buyer.


 


On or prior to the Closing Time, CCI will
duly execute, if applicable, and deliver to Buyer:


 


		(a)	Consents and Orders. Evidence
                                         that CCI has, at CCI's expense and without cost or other adverse consequence to Buyer,
                                         sent all notices, made all filings and obtained all Consents and Orders required to be
                                         sent, made and obtained by CCI in connection with the execution and delivery of this
                                         Agreement, the Transaction Documents and the consummation of the transactions contemplated
                                         hereunder; provided, that, it shall not be a condition to Closing that
                                         CCI obtain any Consents with respect to any Assumed Contracts that qualify under Section
                                         2.1(h).



 


		(b)	Delivery of Agreements. On or
                                         prior to the Closing Time, the following agreements shall have been delivered to Buyer,
                                         in form and substance satisfactory to Buyer:



 


		(i)	a certificate of status for CCI
                                         issued as of the Closing Date by the applicable Governmental Authority;



 


		(ii)	copies of resolutions of each
                                         of the CCI directors, managers, managing members or the CCI Management, as applicable,
                                         authorizing and approving the execution, delivery and performance of this Agreement,
                                         the Transaction Documents and the consummation of the transactions contemplated hereunder;



 




    	 	A-32	 



     


    

 


		(iii)	the CCI Disclosure Schedule;



 


		(iv)	CCI IP Assignment Agreements duly
                                         executed by CCI;



 


		(v)	the Bill of Sale;



 


		(vi)	Assignment and Assumption Agreement;



 


		(vii)	An affidavit filed with the proper
                                         government department detailing the secured and unsecured creditors of CCI;



 


		(viii)	such other bills of sale, assignments,
                                         deeds, certificates of title, documents and other instruments of transfer and conveyance
                                         as may be reasonably requested by Buyer, each in form and substance satisfactory to Buyer,
                                         dated the Closing Date and duly executed by CCI;



 


		(ix)	any other assurances, agreement,
                                         documents and instruments as may be reasonably requested by Buyer to effect the transactions
                                         contemplated by this Agreement and the Transaction Documents.



 


		(c)	Discharge of Charges. CCI shall
                                         have delivered to Buyer evidence in form and substance satisfactory to Buyer, acting
                                         reasonably, that all Governmental Charges affecting the Purchased Assets have been discharged
                                         in full, other than any Governmental Charges which, pursuant to the terms of this Agreement,
                                         are not required to be discharged.



 


		(d)	Change of Name. CCI shall deliver
                                         an instrument in writing, in form and substance satisfactory to Buyer, acting reasonably,
                                         whereby it agrees that within one year after the Closing Date it will take or cause to
                                         be taken all such action as may be necessary to change the name of CCI to some other
                                         name which does not include "Coordinates Collection, Inc." or any similar name



 


		(e)	Delivery of Books and Records.
                                         Within five (5) days after the Closing Date, CCI shall have delivered to Buyer all books,
                                         records, lists of suppliers and customers and other documents, files and data relating
                                         to the CCI Business, all of which shall become the property of Buyer. The financial statements
                                         of CCI must be able to be audited by RGNP’s PCAOB auditing firm. If the financial
                                         statements of CCI cannot be audited, Buyer and RGNP shall have the right to terminate
                                         this Agreement immediately, and all consideration shall be returned to Buyer and RGNP,
                                         respectively.



 


10.2         Closing
Deliveries from Buyer.


 


At the Closing, Buyer will duly execute,
if applicable, and deliver to CCI:


 


		(a)	copies of resolutions of Buyer's directors,
                                         managers, managing members or the shareholders, as the case may be, authorizing and approving
                                         the execution, delivery and performance of this Agreement, the Transaction Documents
                                         and the consummation of the transactions contemplated hereunder;



 


		(b)	the executed counterpart signature
                                         page of Buyer to the Assignment Assumption Agreement and Consulting Agreement;



 




    	 	A-33	 



     


    

 


		(c)	any other assurances, agreement, documents
                                         and instruments as may be reasonably requested by Buyer to effect the transactions contemplated
                                         by this Agreement and the Transaction Documents.



 


10.3         Closing
Deliveries from RGNP to CCI.


 


At the Closing, RGNP will duly execute,
if applicable, and deliver to CCI:


 


		(a)	a stock certificate or certificates
                                         evidencing the Purchase Price;



 


		(b)	copies of resolutions of RGNP's directors,
                                         managers, managing members or the shareholders, as the case may be, authorizing and approving
                                         the execution, delivery and performance of this Agreement, the Transaction Documents
                                         and the consummation of the transactions contemplated hereunder;



 


		(c)	any other assurances, agreement, documents
                                         and instruments as may be reasonably requested by CCI or FD9 to effect the transactions
                                         contemplated by this Agreement and the Transaction Documents.



 


Article 11

INDEMNIFICATION AND breach of warranties


 


11.1         Breach
of Warranties and Indemnification by CCI and CCI Management.


 


Subject to the limitations contained in
this Agreement, CCI and the CCI Management agree, jointly and severally, to indemnify and hold Buyer and RGNP, its directors,
officers, employees and representatives (each, a "Buyer Indemnified Party" and collectively, the "Buyer
Indemnified Parties") harmless from and after the Closing Time, against and in respect of any Losses resulting from:


 


		(a)	any Loss of any Buyer Indemnified Party
                                         or the CCI Business as a result of any breach of representation or warranty by CCI or
                                         any CCI Shareholder contained in this Agreement, the CCI Disclosure Schedule or the Transaction
                                         Documents or in any certificate or document delivered pursuant to or contemplated by
                                         this Agreement or any Transaction Document;



 


		(b)	any Loss of any Buyer Indemnified Party
                                         or the CCI Business as a result of any breach or any non-fulfilment of any covenant or
                                         agreement on the part of CCI or any CCI Shareholder contained in this Agreement, the
                                         CCI Disclosure Schedule or the Transaction Documents or in any certificate or document
                                         delivered pursuant to or contemplated by this Agreement or any Transaction Document;



 


		(c)	any Loss of any Buyer Indemnified Party
                                         or the CCI Business relating to any matter in regards to the Purchased Assets or the
                                         CCI Business that occurred on or prior to the Closing Time that is not an Assumed Liability;



 


		(d)	any Loss of any Buyer Indemnified Party
                                         or the CCI Business arising, directly or indirectly, from a Retained Liability paid by
                                         Buyer;



 




    	 	A-34	 



     


    

 


		(e)	any warranty, damage or similar claim
                                         made against any Buyer Indemnified Party for or arising from defects in any goods, materials
                                         or workmanship, in each case provided by CCI on or prior to the Closing Time for which
                                         any Buyer Indemnified Party is or is alleged to be liable; and



 


		(f)	any loss of Buyer related to any CCI
                                         creditor, which shall include, but not be limited to, any claim that the sale of the
                                         Purchased Assets was invalid due to any Bulk Sales Act provision; and



 


		(g)	all claims, demands, costs and expenses,
                                         including reasonable legal expenses, in respect of the foregoing.



 


In the case of a breach or breaches of
any CCI Warranty or Warranties listed in this Agreement, and in order to provide an opportunity for CCI to remedy a Breach, to
limit the existence and/or the extent of the Damage, or to determine which steps must be taken to limit the Damage, the Buyer
shall:


 


		a)	give notice of facts and/or circumstances
                                         that may give cause for filing a claim by virtue of this Agreement within a period of
                                         one month after those facts and/or circumstances have been discovered;



		b)	provide CCI and its advisors with
                                         all relevant information relating to the potential Breach;



		c)	not accept or acknowledge any
                                         liability on account of any Claim which may give rise to a Claim against CCI without
                                         its prior written consent;



		d)	enable CCI – if it so desires
                                         – to set up its own defense against any claims filed by third parties, which claims
                                         are based on the Breach.



 


The Buyer hereby declares
to be unaware of any Breach of CCI’s Warranties as at the date of this Agreement.


 


11.2         Indemnification
by Buyer


 


Subject to the limitations contained in
this Agreement, Buyer agrees to indemnify and hold CCI and its directors, officers, employees and representatives (each, a "Seller
Indemnified Party" and collectively, the "Seller Indemnified Parties") harmless from and
after the Closing Time, against and in respect of any Losses resulting from:


 


		(a)	any Loss of any Seller Indemnified
                                         Party as a result of any breach of representation or warranty by Buyer contained in this
                                         Agreement or the Transaction Documents or in any certificate or document delivered pursuant
                                         to or contemplated by this Agreement or any Transaction Document;



 


		(b)	any Loss of any Seller Indemnified
                                         Party as a result of any breach or any non-fulfilment of any covenant or agreement on
                                         the part of Buyer contained in this Agreement or the Transaction Documents or in any
                                         certificate or document delivered pursuant to or contemplated by this Agreement or any
                                         Transaction Document;



 


		(c)	any Loss of any Seller Indemnified
                                         Party arising, directly or indirectly, from an Assumed Liability;



 




    	 	A-35	 



     


    

 


		(d)	any Loss of any Buyer Indemnified Party
                                         or the CCI Business relating to any matter in regards to the Purchased Assets that occurred
                                         after the Closing Time, provided, that such matter is not as a result of the actions
                                         of any Seller Indemnified Party prior to the Closing Time; and



 


		(e)	all claims, demands, costs and expenses,
                                         including reasonable legal expenses, in respect of the foregoing.



 


11.3         Indemnification
by RGNP


 


Subject to the limitations contained in
this Agreement, RGNP agrees to indemnify and hold the Seller Indemnified Parties harmless from and after the Closing Time, against
and in respect of any Losses resulting from:


 


		(a)	any Loss of any Seller Indemnified
                                         Party as a result of any breach of representation or warranty by RGNP contained in this
                                         Agreement or the Transaction Documents or in any certificate or document delivered pursuant
                                         to or contemplated by this Agreement or any Transaction Document;



 


		(b)	any Loss of any Seller Indemnified
                                         Party as a result of any breach or any non-fulfilment of any covenant or agreement on
                                         the part of RGNP contained in this Agreement or the Transaction Documents or in any certificate
                                         or document delivered pursuant to or contemplated by this Agreement or any Transaction
                                         Document; and



 


		(c)	all claims, demands, costs and expenses,
                                         including reasonable legal expenses, in respect of the foregoing.



 


11.4         Notice
of Claim.


 


If Buyer, RGNP or CCI wishes to make a
Claim on their own behalf or on behalf of a Buyer Indemnified Party or Seller Indemnified Party, as applicable, such party shall
promptly give notice to the other of the Claim. Notice of any Claim shall specify with reasonable particularity (to the extent
that the information is available):


 


		(a)	the factual basis for the Claim, and
                                         any provisions of the Agreement, or of any Applicable Laws, relied upon; and



 


		(b)	the amount of the Claim or, if an amount
                                         is not then determinable, an approximate and reasonable estimate of the potential amount
                                         of the Claim.



 


11.5         Procedure
for Indemnification by Buyer Indemnified Parties.


 


		(a)	Direct Claims. Following receipt
                                         of notice of a Direct Claim, either the Sellers, the Holders or the Buyer, as applicable,
                                         (each an "Indemnifying Party") shall have 30 days to make such investigation
                                         of the Direct Claim as the Indemnifying Party considers necessary or desirable, as applicable.
                                         For the purpose of such investigation, either the applicable Buyer Indemnified Party
                                         or the applicable Seller Indemnified Party (each an "Indemnified Party")
                                         shall make available to the Indemnifying Party and its representatives the information
                                         relied upon by Indemnified Party to substantiate the Direct Claim. If Indemnified Party
                                         and the Indemnifying Party agree at or prior to the expiration of such 30-day period
                                         (or any extension thereof agreed upon by the parties) as to the validity and amount of
                                         the Direct Claim, Indemnifying Party and Indemnified Party shall execute a settlement
                                         agreement and Indemnifying Party shall immediately pay to Indemnified Party the full
                                         agreed upon amount of the Direct Claim, and the terms of Section 10.1 shall apply in
                                         respect of such payment. If such parties do not agree within such period (or any mutually
                                         agreed upon extension thereof), the Indemnifying Party and Indemnified Party agree that
                                         the dispute shall be submitted to the dispute resolution procedures under Section 12.4.



 




    	 	A-36	 



     


    

 


		(b)	Third Party Claims.



 


		(i)	With respect to any Third Party
                                         Claim, the Indemnifying Party shall have the right, at its own expense, to participate
                                         in or assume control of the negotiation, settlement or defense of the Third Party Claim
                                         and, in such event, the Indemnifying Party shall reimburse the Indemnified Party for
                                         all of the Indemnified Party's out-of-pocket expenses as a result of such participation
                                         or assumption. If the Indemnifying Party elects to assume such control, the Indemnified
                                         Party shall have the right to participate in the negotiation, settlement or defense of
                                         such Third Party Claim at its own expense and shall have the right to disagree on reasonable
                                         grounds with the selection and retention of legal counsel, in which case legal counsel
                                         satisfactory to both the Indemnifying Party and the Indemnified Party shall be retained
                                         by the Indemnifying Party.



 


		(ii)	If the Indemnifying Party, having
                                         elected to assume control as contemplated in Section 11.5(b)(i), thereafter fails
                                         to defend such Third Party Claim within a reasonable time, the Indemnified Party shall
                                         be entitled to assume such control and the Indemnifying Party shall be bound by the results
                                         obtained by the Indemnified Party with respect to such Third Party Claim.



 


		(iii)	In the event that any Third Party
                                         Claim is of a nature such that the Indemnified Party is required by Applicable Laws to
                                         make a payment to any Third Party with respect to such Third Party Claim before the completion
                                         of settlement negotiations or related legal proceedings, the Indemnified Party may make
                                         such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified
                                         Party, reimburse the Indemnified Party for any such payment. If the amount of any liability
                                         under the Third Party Claim in respect of which such a payment was made, as finally determined,
                                         is less than the amount which was paid by the Indemnifying Party to the Indemnified Party,
                                         the Indemnified Party shall, forthwith after receipt of the difference from the Third
                                         Party, pay such difference to the Indemnifying Party.



 


		(iv)	Except in the circumstances contemplated
                                         by Section  11.5(b)(ii), whether or not the Indemnifying Party assumes control of
                                         the negotiation, settlement or defense of any Third Party Claim, the Indemnified Party
                                         shall not negotiate, settle, compromise or pay any Third Party Claim except with the
                                         prior written consent of the Indemnifying Party (which consent shall not be unreasonably
                                         delayed or withheld).



 


		(v)	The Indemnified Party shall not
                                         permit any right of appeal in respect of any Third Party Claim to terminate without giving
                                         the Indemnifying Party notice thereof and an opportunity to contest such Third Party
                                         Claim.



 




    	 	A-37	 



     


    

 


		(vi)	The Parties shall cooperate fully
                                         with each other with respect to Third Party Claims, shall keep each other fully advised
                                         with respect thereto (including supplying copies of all relevant documentation promptly
                                         as it becomes available) and shall each designate a senior officer who will keep himself/herself
                                         informed about and be prepared to discuss the Third Party Claim with his or her counterpart
                                         and with legal counsel at all reasonable times.



 


		(vii)	Notwithstanding anything to the
                                         contrary contained herein, the Indemnifying Party shall not settle any Third Party Claim
                                         without the consent of the Indemnified Party unless the settlement includes a complete
                                         release of the Indemnified Party with respect to the Third Party Claim and does not include
                                         any admission of guilt or fault on the part of the Indemnified Party.



 


11.6         Subrogation.


 


In the event that an Indemnifying Party
shall be obligated to indemnify an Indemnified Party pursuant to the terms of this Agreement, the Indemnifying Party shall, upon
fulfillment of its obligations with respect to indemnification (including payment in full of all amounts due pursuant to its indemnification
obligations) be subrogated to all rights of the Indemnified Party with respect to the claims to which such indemnification relates.


 


11.7         Limitations
on Indemnification.


 


Notwithstanding anything to the contrary
herein notwithstanding:


 


		(a)	Limitations on CCI's and the CCI
                                         Management' Liability for Indemnification. CCI and the CCI Management shall be required
                                         to indemnify any Buyer Indemnified Party for any Loss arising in respect of Claims for
                                         breaches or representations and warranties pursuant Section 10.1(a); provided,
                                         that, the aggregate indemnification Liability to be paid by CCI and the CCI Management
                                         under Section 11.1(a) shall be $750,000 (the "Seller Cap").
                                         Notwithstanding the foregoing, the Seller Cap shall not apply to, or otherwise reduce
                                         or limit a Claim for:



 


		(i)	for a breach of the representations
                                         and warranties contained in Sections 4.1 (Incorporation and Authority), 4.2 (Power and
                                         Capacity), 4.3 (Conflicts; Consents), 4.6 (Properties and Assets), 4.8 (Consents and
                                         Approvals), 4.9 (Licenses, Permits, Orders and Authorizations), 4.12 (Tax Matters), 4.13
                                         (Litigation); 4.25 (Intellectual Property) and 4.30 (Environmental Matters);



 


		(ii)	for a breach of any of the CCI
                                         IP Assignment Agreements; or



 


		(iii)	any lawsuit or loss or action
                                         involving Buyer related to the lien on the Purchased Assets or any liabilities of CCI.



 


		(iv)	any Loss caused by fraud, gross
                                         negligence or willful misconduct of CCI or any CCI Shareholder.



 


		(b)	Limitations on Buyer's Liability
                                         for Indemnification. Buyer shall be required to indemnify any Seller Indemnified
                                         Party for any Loss arising in respect of Claims for breaches of representations and warranties
                                         pursuant to Section 10.2(a).



 




    	 	A-38	 



     


    

 


		(c)	Limitations on RGNP's Liability
                                         for Indemnification. RGNP shall be required to indemnify any Seller Indemnified Party
                                         for any Loss arising in respect of Claims for breaches of representations and warranties
                                         pursuant to Section 10.3(a).



 


11.8         Exclusive
Remedy.


 


The rights of indemnity set forth in this
Article 10 are the sole and exclusive remedy of each Party in respect of any misrepresentation, breach of warranty or breach
of covenant by the other Party hereunder. Accordingly, each Party waives, from and after the Closing Time, any and all rights,
remedies and claims that such Party may have against the other, whether at law, under any statute or in equity (including but
not limited to claims for breach of contract, breach of representation and warranty, negligent misrepresentation and all claim
for breach of duty), or otherwise, directly or indirectly, relating to the provisions of this Agreement or the transactions contemplated
by the Agreement or the Transaction Documents other than as expressly provided for in this Article 10 and other than those
arising from fraud, gross negligence or willful misconduct. The Parties agree that if a Claim is made by one Party in accordance
with Section 10.1 or 10.2, as the case may be, and there has been a refusal by the other Party to make payment or otherwise provide
satisfaction in respect of such Claim, then a Proceeding in accordance with Section 12.4 is an appropriate means to seek a remedy
for such refusal. This Article shall remain in full force and effect in all circumstances and shall not be terminated by a breach
(fundamental, negligent or otherwise) by any part of its representations, warranties or covenants hereunder or under any documents
delivered pursuant hereto or by any termination or rescission of this Agreement by any Party. Notwithstanding the foregoing, in
the event of a breach of Article 11 or a breach by CCI of any CCI IP Assignment Agreement to which it is a party, the aggrieved
party shall be entitled to seek immediate injunctive relief and for avoidance of doubt, the Seller Cap shall not apply in the
event of a breach of Article 11 or any CCI IP Assignment Agreement to which it is a party.


 


11.9         Survival
of Representations, Warranties and Covenants.


 


To the extent that they have not been
fully performed at or prior to the Closing Time, the representations and warranties, covenants and agreements contained in this
Agreement and in all certificates and documents delivered pursuant to or contemplated by this Agreement shall terminate at the
expiration of 18 months following the Closing, except the representations and warranties contained in:


 


		(a)	Sections 5.1 (Incorporation and Authority),
                                         5.2 (Power and Capacity), 5.3 (Conflicts; Consents), 5.6 (Properties and Assets), 5.7
                                         (Compliance with Laws), 5.8 Consents and Approvals), 5.9 (Licenses, Permits, Orders and
                                         Authorizations), 5.13 (Litigation); 5.25 (Intellectual Property) and 5.30 (Environmental
                                         Matters);



 


		(b)	Sections 6.1 (Incorporation and Authority),
                                         6.2 (Power and Capacity) and 6.3 (Conflicts; Consents);



 


		(c)	Sections 7.1 (Incorporation and Authority),
                                         7.2 (Power and Capacity), 7.3 (Conflicts; Consents);



 


		(d)	Section 5.12 (Tax Matters) in
                                         respect of any Taxes arising in or in respect of a period shall terminate on the date
                                         which is the day after the relevant Governmental Authority is no longer entitled to assess
                                         or reassess liability for Taxes (other than interest on any Tax owing) against CCI, as
                                         the case may be, for that period, having regard, without limitation, to any waivers given
                                         by CCI in respect of such period, except to the extent that any misrepresentation has
                                         been made or any fraud has been committed by CCI in filing a Tax Return or in supplying
                                         information for the purposes of any Applicable Law imposing Tax on CCI; and



 




    	 	A-39	 



     


    

 


		(e)	Section 7.6 (Tax Matters) in respect
                                         of any Taxes arising in or in respect of a period shall terminate on the date which is
                                         the day after the relevant Governmental Authority is no longer entitled to assess or
                                         reassess liability for Taxes (other than interest on any Tax owing) against FD9, as the
                                         case may be, for that period, having regard, without limitation, to any waivers given
                                         by FD9 in respect of such period, except to the extent that any misrepresentation has
                                         been made or any fraud has been committed by FD9 in filing a Tax Return or in supplying
                                         information for the purposes of any Applicable Law imposing Tax on FD9.



 


The period of time a representation, warranty,
covenant or agreement survives the Closing pursuant to this Section 11.9 shall be the "Survival Period"
with respect to such representation, warranty, claim or agreement. So long as a Buyer Indemnified Party or a Seller Indemnified
Party, as applicable, gives notice of a Claim on or before the expiration of the applicable Survival Period, a Buyer Indemnified
Party shall be entitled to pursue its rights to indemnification under Section 11.1 of the Agreement and a Seller Indemnified Party
shall be entitled to pursue its rights to indemnification under Section 11.2 and 11.3 of the Agreement. In the event notice of
any Claim under Sections 11.1, 11.2 and 11.3 the Agreement shall have been given within the applicable Survival Period and such
Claim has not been finally resolved by the expiration of such Survival Period, the representations, warranties, covenants or agreements
that are the subject of such Claim shall survive the end of the Survival Period of such representations, warranties, covenants
and agreements until such Claim is finally resolved, but such representations, warranties, covenants and agreements shall only
survive with respect to such asserted Claim. The waiver of any condition based on the accuracy of any representation or warranty,
or on the performance of or compliance with any covenant or obligation, will not adversely affect the right to indemnification,
payment of Losses or other remedy based on such representations, warranties, covenants or obligations.


 


Article 12

CONFIDENTIALITY


 


12.1         Confidentiality


 


The Parties shall treat the terms of this
Agreement and all information provided under or in connection with this Agreement (collectively, "Confidential Information")
as confidential and may not either disclose Confidential Information or use it other than for bona fide purposes connected with
this Agreement, the CCI Business or any other agreements or instruments in any way related to this Agreement without the prior
written consent of the other Parties, provided, that, RGNP shall make all necessary regulatory filings with the
Securities and Exchange Commission, including, but not limited to a Form 8-K, and consent is also not required for disclosure
to:


 


		(a)	an affiliate of a Party to this Agreement,
                                         directors, officers, shareholders or employees of a Party or an affiliate to a Party,
                                         as long as they in turn are required to treat the Confidential Information as confidential
                                         on terms substantially the same as those set out in this Section 11.1;



 


		(b)	accountants, professional advisers
                                         and bankers and other lenders, whether current or prospective, as long as they are subject
                                         to statutory professional secrecy rules or similar legal concepts under Applicable Laws
                                         or, in turn, are required to treat the Confidential Information as confidential on terms
                                         substantially the same as those set out in this Section 11.1;



 




    	 	A-40	 



     


    

 


		(c)	any government, agency or regulatory
                                         authority having jurisdiction over a Party, to the extent legally required, and then
                                         only after, to the extent permitted by law, informing the other Parties thereof and,
                                         to the extent possible, with sufficient notice in advance to permit the other Parties
                                         to seek a protective order or other remedy;



 


		(d)	any Person to the extent required by
                                         any Applicable Laws, judicial process or the rules and regulations of any recognized
                                         stock exchange and then only subject to prior consultation with the other Parties;



 


		(e)	in the case of Buyer, any intended
                                         assignee of the rights and interests of a Party or to a Person intending to acquire an
                                         interest in a party to this Agreement (or acquiring Buyer or an affiliate of Buyer) as
                                         long as the intended assignee or acquirer in turn is required by that Party to treat
                                         the Confidential Information as confidential in favor of the other parties on terms substantially
                                         restrictive as those set out in this Section 11.1; or



 


		(f)	the extent that the Confidential Information
                                         is in or lawfully comes into the public domain other than by breach of this Section 11.1.



 


Article 13

MISCELLANEOUS


 


13.1         Expenses.


 


Each Party shall pay its own expenses
in connection with the negotiation, preparation and performance of this Agreement and the consummation of the transactions, including
all fees and expenses of investment bankers, financial advisors, legal counsel, and independent accountants.


 


13.2         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
by sending same by facsimile, email or by delivery by hand addressed to the Party to which the notice is to be given at the applicable
address noted below. Any such notice, consent, waiver, direction or other communication, if sent by facsimile or email, shall
be deemed to have been given and received at the time of receipt (if a Business Day or, if not, the next succeeding Business Day)
unless actually received after 4:00 p.m. (local time) at the point of delivery in which case it shall be deemed to have been received
on the next succeeding Business Day; or, if delivered by hand, shall be deemed to have been received on the day on which it is
delivered (if a Business Day, if not, the next succeeding Business Day). Notice of change of address shall also be governed by
this Section 12.2. In the event of general discontinuance of postal service due to strike, lock-out or otherwise, notices, consents,
waivers, directions or other communications shall be given by facsimile or email or by delivery by hand and shall be deemed to
have been received in accordance with this Section 12.2.








 




    	 	A-41	 



     


    

 


The address for each of the parties shall
be as follows:


 


		(a)	If to Buyer, addressed to:



 


Reign Brands, Inc.


Attn: Joseph Segelman


9465 Wilshire Boulevard


Beverly Hills, CA 90212


with a copy to (which shall not
constitute notice):


 


Bart and Associates, LLC


Attn: Ken Bart


8400 East Prentice Avenue


Suite 1500


Greenwood Village, CO 80111


 


		(b)	If to RGNP, addressed to:



 


Reign Sapphire Corporation


Attn: Joseph Segelman


9465 Wilshire Boulevard


Beverly Hills, CA 90212


 


		(c)	If to CCI or FD9, addressed to:



 


Coordinates Collection, Inc.

Attn: Owen De Vries


1933 S. Broadway Street


Los Angeles, CA 90007


 


13.3         Press
Releases and Public Announcements.


 


No Party shall issue or otherwise disseminate
any press release or other public notice related to this Agreement, the Transaction Documents or any of the transactions contemplated
hereby without the prior written consent of the other Parties. Notwithstanding the foregoing, Buyer or RGNP shall be permitted
to issue any press release or other public notice related to this Agreement, the Transaction Documents or any of the transactions
contemplated hereby, without the consent of any other Party if such release is required by a Governmental Authority, a recognized
securities exchange on which its securities are or may be listed or any Applicable Law.


 


13.4         Arbitration.


 


		(a)	All disputes, controversies or claims
                                         arising out of, relating to, or in respect of this Agreement, including any issue regarding
                                         its existence, validity, enforceability, interpretation, breach or termination (each
                                         a "Dispute") shall be resolved in accordance with the terms of this
                                         Agreement.



 


		(b)	Any Dispute that Buyer, FD9 or CCI
                                         are unable to amicably resolve or settle between themselves through negotiations between
                                         senior executives of the relevant Party within fifteen (15) Business Days (or such longer
                                         period as the applicable parties may agree to in writing) of a party being provided notice
                                         of such Dispute or difference in accordance with Section 12.2 of this Agreement
                                         (the "Consultation Period") shall be referred to and finally determined
                                         by final and binding arbitration. The arbitration shall be confidential and shall be
                                         settled in accordance with the terms of this Agreement (the "Arbitrator").



 




    	 	A-42	 



     


    

 


		(c)	The arbitration shall be governed by
                                         the Rules of the American Arbitration Association to the extent that such rules
                                         do not conflict with the terms of this Section 12.4.



 


		(d)	The arbitration shall be seated in
                                         the City of Los Angeles, California and the arbitration agreement set forth in this Agreement
                                         shall be governed by and construed in accordance with the laws of California. The language
                                         of the arbitration shall be English.



 


		(e)	Within thirty (30) days of the expiry
                                         of the Consultation Period, the disputing parties agree to jointly select the Arbitrator
                                         who shall be trained in the laws of California. The Arbitrator shall be impartial and
                                         independent of the Parties and shall be experienced and knowledgeable about the subject
                                         matter of the Dispute (generally and not as to the express facts concerning the Dispute).
                                         If the disputing Parties are unable to agree upon the Arbitrator, any such disputing
                                         Parties may apply to elect an Arbitrator in accordance with the provisions of the Rules
                                         of the American Arbitration Association.



 


		(f)	It is specifically acknowledged and
                                         agreed that any Dispute that cannot be resolved between the disputing Parties prior the
                                         expiry of the Consultation Period shall be submitted to arbitration irrespective of the
                                         magnitude thereof or the amount in question.



 


		(g)	The Arbitrator shall have jurisdiction:
                                         (i) to apply all applicable statutes, regulations, common law and equity; and (ii) to
                                         make an award or awards in respect of interest and the payment of the costs of the arbitration
                                         (including arbitrators' fees and the legal costs of the Parties). The Arbitrator also
                                         may, where requested by a Party, determine the nature and extent of production of documents
                                         and oral depositions.



 


		(h)	The award of the Arbitrator shall be
                                         reduced to writing and be final and binding on the disputing Parties. Any monetary award
                                         shall be made and payable, free of any taxes or other deduction, and shall bear interest
                                         from the date of any breach or other violation of this Agreement to the date on which
                                         the award is paid, at a rate determined by the Arbitrator.



 


		(i)	Judgment upon the award(s) rendered
                                         by the Arbitrator may be entered and execution had in any court of competent jurisdiction,
                                         or application may be made to such court for a judicial acceptance of the award and order
                                         of enforcement.



 


		(j)	The Party against whom judgment is
                                         rendered shall bear all legal fees of the disputing Parties and all other costs incurred
                                         in connection with an arbitration proceeding, including the expenses of the Arbitrator.



 


		(k)	By agreeing to arbitration, the Parties
                                         do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction,
                                         pre-arbitral attachment or other order in aid of the arbitration proceedings and the
                                         enforcement of any award. Without prejudice to such provisional remedies in aid of arbitration
                                         as may be available under the jurisdiction of a legal court, the Arbitrator shall have
                                         full authority to grant provisional remedies, statutory remedies and to award damages
                                         for the failure of the disputing parties to respect the Arbitrator's orders to that effect.



 


		(l)	Nothing in this Agreement shall restrict
                                         or prohibit a Party from commencing arbitration at any time, including prior the expiry
                                         of a Consultation Period, in order to protect its rights under this Agreement or in relation
                                         to a dispute or disagreement.



 




    	 	A-43	 



     


    

 


		(m)	Except where reasonably prevented by
                                         the nature of the Dispute, Buyer, FD9 and CCI shall continue to perform their respective
                                         duties, obligations and responsibilities under this Agreement and the Transaction Documents
                                         while the Dispute is being resolved in accordance with this Section 12.4, unless and
                                         until such obligations are lawfully terminated or expire in accordance with the provisions
                                         thereof.



 


		(n)	All dispute resolution and arbitration
                                         proceedings (including all related information, communications, documents, materials,
                                         and evidence) shall be strictly confidential, and each party shall have a fiduciary obligation
                                         to the other parties to protect, preserve and maintain the integrity of such confidentiality.



 


13.5         Assignments,
Successors and No Third-Party Rights.


 


CCI shall not assign any of its rights
or obligations under this Agreement without the prior written consent of Buyer. Buyer may assign any of its rights, but not its
obligations, under this Agreement without the consent of CCI to an affiliate of Buyer or to a purchaser of all of the Assets or
outstanding securities of Buyer. If RGNP shall experience a change of control, or if it shall sell to a purchaser substantially
all of its assets or greater than fifty-percent (50%) of its equity, such purchaser shall consent to all terms in this Agreement,
specifically the issuance of the shares representing the Purchase Price. Subject to the preceding three sentences, this Agreement
will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the Parties.
Except as expressly set forth in this Agreement, no Person other than the Parties hereto has any legal or equitable right, remedy
or claim under or with respect to this Agreement or any provision of this Agreement.


 


13.6         Enurement.


 


This Agreement shall enure to the benefit
of and be binding upon the Parties hereto and their respective successors and permitted assigns.


 


13.7         Counterparts.


 


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.


 


13.8         Independent
Legal Advice.


 


Each of the Parties acknowledges that
they: (a) have been advised by the other Parties to seek independent legal advice; (b) have sought such independent legal advice
or deliberately decided not to do so; (c) understand their rights and obligations under this Agreement; and (d) are executing
this Agreement voluntarily.


 




    	 	A-44	 



     


    

 


The duly authorized
representatives of each party executed this Purchase Agreement on the date set out in the preamble.


 





	REIGN BRANDS, INC.	 
	 	 	 
	Per:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	COORDINATES COLLECTION, INC.	 
	 	 	 
	Per:	 	 
	 	Name:  	 
	 	Title:     	 
	 	 	 
	REIGN SAPPHIRE CORPORATION	 
	 	 	 
	Per:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	FD9
    GROUP, B.V.	 
	 	 	 
	Per:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	ASKCO
    (AS TO SECTION 3.1 ONLY)	 
	 	 	 
	 	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Owen
    De Vries, as CCI Management	 
	 	 	 
	Per:	 	 







  




    	 	A-45	 



     


    

 


Exhibit A

Purchased Assets


 




    	 	A-46	 



     


    

 


Exhibit B

Allocation of Purchase Price


 




    	 	B-1