Exhibit 10.7


 


Execution Copy


 


SPIN-OFF AGREEMENT,
dated as of February 7, 2014 (this “Agreement”), KOFFEE KORNER, INC., a Delaware corporation (the
“Company” or the “Seller”) and NAZNEEN D’SILVA (the “Buyer”).


 


INTRODUCTION


 


WHEREAS, all
of the business, assets, operations, goodwill, and liabilities of the Company are the business, assets, operations, goodwill and
liabilities of a wholly-owned subsidiary of the Company, Koffee Korner’s Inc, a Texas corporation (“KKT”);
and


 


WHEREAS, the
Buyer and the Company are entering into this Agreement to effect the assignment of the outstanding shares of KKT to the Buyer (the
“Assignment”) on the terms and subject to the conditions hereinafter set forth.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the mutual promises, warranties and covenants set forth herein, the Parties hereto hereby agree as follows:


 


1.          Assignment.  
The Company hereby assigns to Buyer 100.0% of the outstanding capital stock of KKT. Following the Closing Date (as defined below),
the Company shall take prompt action to change its corporate name and shall thereafter forever cease from using the name or term
“Koffee Korner or Koffee Korner’s.”


 


2.          Indemnity.   As
consideration for the Assignment, Buyer hereby  agrees to indemnify and hold harmless the Company and its officers,
directors, employees, counsel, agents, and stockholders, in each case past, present, or as they may exist at any time after
the date of this Agreement, and each person, if any, who controls, controlled, or will control any of them within the meaning
of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended, against any and all
losses, liabilities, damages, and expenses whatsoever (which shall include, for all purposes of this Section 2, but not be
limited to, counsel fees and any and all expenses whatsoever incurred in investigating, preparing, or defending against any
litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or
litigation) as and when incurred arising out of, based upon, or in connection with the business of the Company and KKT prior
to the date hereof (the “KOFF Business”).


 


3.          Closing.  
The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place by the exchange
of documents by the Parties by fax or courier, on the date hereof, or such other date as the Parties may mutually determine, which
date shall be the date hereof, unless agreed to in writing by the Parties (the “Closing Date”). At the Closing,
the Company shall deliver 100.0% of the outstanding shares of capital stock of KKT. The Company and the Buyer understand the Buyer
currently holds the stock certificate currently representing 100% of the outstanding shares of capital stock of KKT.


 




    	 



    	 



    

 


4.    
      Further Assurances.   Buyer hereby covenants that it will, whenever
and as reasonably requested by Company and at Buyer’s sole cost and expense, do, execute, acknowledge and deliver any
and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any
instruments of further assurance, approvals and consents as the Company may reasonably require in order to complete, insure
and perfect the transfer, conveyance and assignment to the Buyer of all the right, title and interest of the Company in and
to the shares of capital stock of KKT hereby sold, conveyed or assigned, or intended so to be.


 


5.     
     Seller Makes no Representations or Warranties. The Seller’s interest in the
shares of KKT capital stock is being acquired by the Buyers on an AS IS WHERE IS basis and the Seller makes no
representations as to such securities or any other matter.


 


6.     
     Confidential Information. The Company shall use its commercially reasonable efforts
to insure that all confidential information which the Company or any of its respective officers, directors, employees,
counsel, agents, investment bankers, or accountants (each a “Company Party”) may now possess or may
hereafter create or obtain relating to the financial condition, results of operations, businesses, properties, assets,
liabilities, or future prospects of the KOFF Business and/or, any affiliate thereof, or any customer or supplier thereof or
of any such affiliate shall not be published, disclosed, or made accessible by any of them to any other person or entity at
any time or used by any of them; provided, however, that the restrictions of this sentence shall not apply (i) as may
otherwise be required by law, (ii) as may be necessary or appropriate in connection with the enforcement of this Agreement,
or (iii) to the extent the information shall have otherwise become publicly available, through no improper action of the
Company.


 


7.    
      Miscellaneous.


 


(a)          Since
a breach of the provisions of this Agreement could not adequately be compensated by monetary damages, any Party shall be entitled,
in addition to any other right or remedy available to him, her or it, to an injunction restraining such breach or a threatened
breach and to specific performance of any such provision of this Agreement, and in either case no bond or other security shall
be required in connection therewith, and the parties hereby consent to the issuance of such an injunction and to the ordering of
specific performance.


 


(b)          The
covenants, agreements, representations, and warranties contained in or made pursuant to this Agreement shall survive any delivery
of the consideration described herein.


 


(c)          This
Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing
agreements between them concerning such subject matter, and may be modified only by a written instrument duly executed by each
party.


 


(d)          The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors
and assigns (if not a natural person) and his assigns, heirs, and personal representatives (if a natural person).


 




    	 



    	 



    

 


(e)          If
any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and
if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and
circumstances.


 


(f)          The
headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation
of this Agreement.


 


(g)          All
representations, warranties and agreements in this Agreement shall survive the Closing Date until the expiration of the applicable
statute of limitations. This Agreement shall be binding upon the parties, their respective successors, representatives, heirs and
estate, as applicable.


 


(h)          This
Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood
that all Parties need not sign the same counterpart. Facsimile execution and delivery of this Agreement is legal, valid and binding
execution and delivery for all purposes. This Agreement shall be governed in all respects, including validity, interpretation and
effect, by the internal laws of the State of New York, without regard to the conflicts of law principles thereof.


 


(i)          This
Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. This Agreement constitutes
the entire agreement of the parties with respect to the subject matter hereof and supersedes in its entirety any other agreement
relating to or granting any rights with respect to the subject matter hereof.


 


(j)          Each
party acknowledges that its legal counsel participated in the preparation of this Agreement and, therefore, stipulates that the
rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation
of this Agreement to favor any party against the other. In this Agreement, the word “include”, “includes”,
“including” and “such as” are to be construed as if they were immediately followed
by the words, without limitation.


 


(k)          In
this Agreement words importing the singular number include the plural and vice versa; words importing the masculine gender include
the feminine and neutral genders. The word “person” includes an individual, body corporate, partnership,
trustee or trust or unincorporated association, executor, administrator or legal representative.


 


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IN WITNESS WHEREOF, the Parties have
duly executed this Spin-Off Agreement as of the date first above written.


 


	 	/s/ Nazneen D’Silva
	 	Nazneen D’Silva
	 	 
	 	KOFFEE KORNER, INC.
	 	 
	 	By:	/s/ Austin Kibler
	 	 	Name: Austin Kibler
	 	 	Title: Chief Executive Officer