Exhibit 10.1


 


ASSET PURCHASE AGREEMENT


 


THIS ASSET PURCHASE
AGREEMENT (the “Agreement”), dated as of December 9, 2016 (the “Effective Date”), is entered
into by and among OHIO FITNESS AND MARTIAL ARTS, LLC, d/b/a IT Fight Series, a Ohio limited liability company (“Seller”),
Scott Sheeley, an individual and resident of the State of Ohio (the “Selling Member”), and ALLIANCE MMA, INC.,
a Delaware corporation (“Buyer”).


 


WHEREAS, Seller is
engaged in promoting and conducting mixed martial arts events at various venues under the “IT Fight Series” brand (the
“Business”); and


 


WHEREAS, the Selling
Member owns all of the issued and outstanding equity interests of Seller; and


 


WHEREAS, the Selling
Member and the Seller wish to provide for the sale of substantially all of the assets and property rights now owned and held by
the Seller that are used or usable in the Business to the Buyer on the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants, agreements and provisions herein contained, the parties hereto, intending to
be legally bound, hereby agree as follows:


 


ARTICLE 1


DEFINITIONS


 


1.1       Definitions.
The following terms have the following meanings when used herein:


 


“Accounts Receivable”
has the meaning set forth in Section 2.1(b).


 


“Action” means any claim,
action, suit, arbitration, inquiry, proceeding or investigation that is pending by or before any Governmental Authority.


 


“Affiliate” shall mean
a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control
with, the Person specified. For purposes of this definition, the terms “control,” “controlled by” and “under
common control with” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of such Person and, in the case of an entity, shall require (i) in the case of a corporate entity,
direct or indirect ownership of at least a majority of the securities having the right to vote for the election of directors, and
(ii) in the case of a non-corporate entity, direct or indirect ownership of at least a majority of the equity interests with
the power to direct the management and policies of such non-corporate entity.


 


“Agreement” means this
Asset Purchase Agreement, including all Schedules and Exhibits hereto, as it may be amended from time to time in accordance with
its terms.


 






     


     


    

 


“Assignment and Assumption Agreement”
means the Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A.


 


“Assumed Contracts”
has the meaning set forth in Section 2.1(d).


 


“Assumed Liabilities”
has the meaning set forth in Section 2.3.


 


“Bill of Sale, Conveyance and
Assignment” means the Bill of Sale, Conveyance and Assignment in substantially the form attached hereto as Exhibit B.


 


“Business” means the
business of promoting, sponsoring and otherwise commercializing mixed martial arts events including live, televised and pay-per-view
events and the commercial exploitation of related products and services at such events.


 


“Business Day” means
any day of the year on which national banking institutions in New York are open to the public for conducting business and are not
required or authorized to close.


 


“Business Employees”
has the meaning set forth in Section 5.17.


 


“Buyer” has the meaning
set forth in the preamble hereto.


 


“Claim” has the meaning
set forth in Section 10.4.


 


“Claim Notice” has the
meaning set forth in Section 10.4.


 


“Claimed Amount” has
the meaning set forth in Section 10.4.


 


“Closing” means the
closing of the purchase and sale of the Purchased Assets contemplated by this Agreement.


 


“Closing Date” means
the date set forth in Section 4.1.


 


“Code” has the meaning
set forth in Section 3.4.


 


“Collateral Sources”
has the meaning set forth in Section 10.5(c).


 


“Commission” means the
U.S. Securities and Exchange Commission.


 


“Common Stock” means
the common stock of Buyer $0.001 par value per share.


 


“Confidential Information”
has the meaning set forth in Section 12.3.


 


“Employee Plan” has
the meaning set forth in Section 5.16.


 






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“Encumbrance” shall
mean any interest, consensual or otherwise, in property, whether real, personal or mixed property or assets, tangible or intangible,
securing an obligation owed to, or a claim by a third Person, or otherwise evidencing an interest of a Person other than the owner
of the property, whether such interest is based on common law, statute or contract, and including, but not limited to, any security
interest, security title or lien arising from a mortgage, recordation of abstract of judgment, deed of trust, deed to secure debt,
encumbrance, restriction, charge, covenant, claim, exception, encroachment, easement, right of way, license, permit, pledge, conditional
sale, option trust (constructive or otherwise) or trust receipt or a lease, consignment or bailment for security purposes and other
title exceptions and encumbrances affecting the property.


 


“Equipment” has the
meaning set forth in Section 2.1(c).


 


“Escrow Agent” means
Mazzeo Song P.C.


 


“Escrowed Shares” has
the meaning set forth in Section 3.3(b).


 


“Excluded Assets” has
the meaning set forth in Section 2.2.


 


“Fighter Contract” has
the meaning set forth in Section 5.21.


 


“Final Purchase Price Allocation”
has the meaning set forth in Section 3.4.


 


“Gross Profit” has the
meaning set forth in Section 3.2.


 


“Governmental Authority”
means any government or governmental or regulatory, judicial or administrative, body thereof, or political subdivision thereof,
whether foreign, federal, state, national, supranational or local, or any agency, instrumentality or authority thereof, or any
court or arbitrator (public or private).


 


“Indemnified Person”
has the meaning set forth in Section 10.3(a).


 


“Indemnifying Person”
has the meaning set forth in Section 10.3(a).


 


“Intellectual Property Rights”
means all intellectual property and other proprietary rights, protected or protectable, under the laws of the United States or
any political subdivision thereof, including, without limitation (i) copyrights (including but not limited to all copyrights
in Seller’s MMA event video library and fighter photographs and other copyrighted works); (ii) all computer software,
trade secrets and market and other data, inventions, discoveries, devices, processes, designs, techniques, ideas, know-how and
other proprietary information, whether or not reduced to practice, and rights to limit the use or disclosure of any of the foregoing
by any Person; (iii) all domestic and foreign patents and the registrations, applications, renewals, extensions, divisional
applications and continuations (in whole or in part) thereof; and (iv) and all rights and causes of action for infringement,
misappropriation, misuse, dilution or unfair trade practices associated with (i) through (iii) above. For purposes of
clarification, Intellectual Property Rights shall not include any trade names, trade dress, trademarks, service marks, logos, brand
names and other identifiers together with all goodwill associated therewith which are licensed by Seller to Buyer pursuant to the
Trademark License Agreement.


 






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“Intellectual Property Transfer
Agreement” means the Intellectual Property Transfer Agreement in substantially the form attached hereto as Exhibit D.


 


“Inventory” has the
meaning set forth in Section 2.1(h).


 


“Law” means any federal,
state, local or foreign law, statute, code, ordinance, rule or regulation (including rules of any self-regulatory organization).


 


“Liability” has the
meaning set forth in Section 2.3.


 


“Losses” has the meaning
set forth in Section 10.4.


 


“Make Good Escrow Agreement”
means the Make Good Escrow Agreement in substantially the form attached hereto as Exhibit E.


 


“Make Good” has the
meaning set forth in Section 3.2.


 


“Most Recent Financial Statements”
has the meaning set forth in Section 5.14.


 


“Non-Competition and Non-Solicitation
Agreement” means that certain Non-Competition and Non-Solicitation Agreement in substantially the form attached hereto
as Exhibit F.


 


“Order” shall mean any:
(a) order, judgment, injunction, edict, decree, ruling, pronouncement, determination, decision, opinion, verdict, sentence, subpoena,
writ or award issued, made, entered, rendered or otherwise put into effect by or under the authority of any court or other Governmental
Authority; or (b) agreement with any Governmental Authority entered into in connection with any Proceeding.


 


“Other Agreements” means,
collectively, the Assignment and Assumption Agreement, the Bill of Sale, Conveyance and Assignment, the Intellectual Property Transfer
Agreement, the Non-Competition and Non-Solicitation Agreement, the Make Good Escrow Agreement, and the Trademark License Agreement.


 


“Permits” means all
material permits, licenses, franchises and other authorizations of any Governmental Authority possessed by or granted to Seller
in connection with the Business.


 


“Permitted Encumbrances”
means (i) Encumbrances set forth on Schedule 2.1, (ii) the Assumed Liabilities and any Encumbrances securing the same, (iii) any
Encumbrance in favor of a Person claiming by or through Buyer, (iv) any Encumbrance which will be released at Closing, and (v)
the lien for ad valorem taxes not yet due or payable.


 






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“Person” means any individual,
corporation, partnership, limited partnership, joint venture, limited liability company, trust or unincorporated organization,
governmental entity, government or any agency or political subdivision thereof.


 


“Proceeding” shall mean
any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate
proceeding and any informal proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination or investigation commenced,
brought, conducted or heard by or before, or otherwise involving, any Governmental Authority.


 


“Purchase Price” has
the meaning set forth in Section 3.1.


 


“Purchased Assets” has
the meaning set forth in Section 2.1.


 


“Seller” has the meaning
set forth in the preamble hereto.


 


“Share Price” means
$4.50 per share of Common Stock.


 


“Target Gross Profit Notice”
has the meaning set forth in Section 3.2(b).


 


“Trademark License Agreement”
means that certain Trademark License Agreement in substantially the form attached hereto as Exhibit G.


 


“Taxes” shall mean all
taxes, charges, fees, duties, levies or other assessments, including, without limitation, income, gross receipts, net proceeds,
ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, value added, goods and
services, license, payroll, unemployment, environmental, customs duties, capital stock, disability, stamp, leasing, lease, user,
transfer, fuel, excess profits, occupational and interest equalization, windfall profits, severance and employees’ income
withholding, social security and similar employment taxes or any other taxes imposed by the United States or any other foreign
country or by any state, municipality, subdivision or instrumentality of the Unites States or of any other foreign country or by
any other tax authority, including all applicable penalties and interest, and such term shall include any interest, penalties or
additions to tax attributable to such taxes.


 


“Third Party Claim”
has the meaning set forth in Section 10.3(a).


 


“Third-Party Claim Notice”
has the meaning set forth in Section 10.3(a).


 


“Transferred Intellectual Property”
has the meaning set forth in Section 2.1(k).


 


“Unaudited Financial Statements”
has the meaning set forth in Section 5.14.


 


“U.S. GAAP” means U.S.
Generally Accepted Accounting Principles.


 






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“1060 Forms” has the
meaning set forth in Section 3.4.


 


ARTICLE 2


PURCHASE AND SALE


 


2.1       Agreements
to Purchase and Sell. Subject to the terms and conditions contained herein, at the Closing, Seller shall sell, transfer, convey,
assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from all Encumbrances (except the
Permitted Encumbrances), all of Seller’s right, title and interest in and to all of the properties, assets, and other rights
of every kind and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller
as of the Closing, in each case to the extent primarily relating to or used in the Business regardless of where such assets are
located (collectively, the “Purchased Assets”), including but not limited to the following:


 


(a)       all
cash;


 


(b)       all
accounts receivable, notes and notes receivable and other receivables (whether or not billed) relating to the Business (collectively,
the “Accounts Receivable”);


 


(c)       all
lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment and other tangible
personal property (excluding Inventory) of the Business (collectively, the “Equipment”), including such Equipment
identified on Schedule 2.1(c), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit
of Seller in connection with the Equipment;


 


(d)       all
contracts and agreements of Seller including, without limitation, leases, licenses, sponsorship agreements, agreements with fighters
and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations
and bids from or to Seller’s suppliers, customers or potential customers, and other agreements, whether oral or written,
relating to or used in the Business, including those identified on Schedule 2.1(d) (collectively, the “Assumed Contracts”);


 


(e)       all
rights under the all leases and subleases of real property relating to or used in the Business and listed on Schedule 2.1(e) (“Real
Estate Leases”);


 


(f)       all
deposits, prepayments and prepaid expenses or other similar current assets used in the Business;


 


(g)       all
transferable approvals, authorizations, certifications, consents, variances, permissions, licenses and Permits to or from, or filings,
notices or recordings to or with, any Governmental Authority used in the Business;


 






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(h)       all
inventory, including all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies,
spare parts and similar items used or intended for use in connection with the Business (“Inventory”);


 


(i)       all
leasehold improvements constructed by Seller or provided by landlords for Seller, subject to the rights and obligations under the
Real Estate Leases;


 


(j)       all
sales and marketing information, including all customer records and sales history with respect to customers (including invoices),
sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and
records of every kind, tangible data, customer lists (including appropriate contact information), vendor and supplier lists, service
provider lists, promotional literature and advertising materials, catalogs, data books and records, of the Seller, relating to
the Business;


 


(k)       all
Intellectual Property Rights related to the Business, including the goodwill of the business related thereto (collectively, the
“Transferred Intellectual Property”);


 


(l)       all
records, reports and information files of Seller relating to the Business (including business development and development history
files);


 


(m)       all
claims, warranties, guarantees, refunds, causes of action, defenses, counterclaims, rights of recovery, rights of set-off and rights
of recoupment of every kind and nature (including rights to insurance proceeds) related to the Business, received after the Closing
Date with respect to damage, non-conformance of or loss to the Purchased Assets, except for any of the foregoing to the extent
they arise under the Excluded Assets;


 


(n)       to
the extent transferable, all telephone and facsimile numbers and Internet domain addresses, in each case related to the Purchased
Assets, including, without limitation, those described on Schedule 2.1 (n);


 


(o)       all
other assets used in connection with the Business and not retained by Seller pursuant to Section 2.2.


 


2.2       Excluded
Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall
not purchase or otherwise acquire, the following assets of Seller (such assets being collectively referred to hereinafter as the
“Excluded Assets”):


 


(a)       all
rights of Seller arising under this Agreement, the Other Agreements or from the consummation of the transactions contemplated hereby
or thereby;


 


(b)       all
corporate minute books, stock records and Tax returns (including all work papers relating to such Tax returns) of Seller and such
other similar corporate books and records of Seller as may exist on the Closing Date;


 






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(c)       all
claims and rights to refunds of Taxes paid by or on behalf of Seller;


 


(d)       all
assets of any employee benefit plan, arrangement, or program maintained or contributed to by Seller;


 


(e)        all
licenses and approvals of any Governmental Authority related to the Business that are personal to Seller and non-transferrable;


 


(f)       all
employee, personnel and other records that Seller is required by Law to retain in its possession;


 


(g)       all
capital stock held in treasury;


 


(h)       notes
receivable from employees or shareholders of Seller; and


 


(i)       the
items set forth on Schedule 2.2.


 


2.3       Liabilities
of Seller; Assumed Liabilities. Buyer is not assuming and shall not be held responsible for nor shall be required to assume
or be obligated to pay, discharge or perform, any debts, taxes, adverse claims, obligations or liabilities of Seller of any kind
or nature or at any time existing or asserted, whether fixed, contingent or otherwise, whether in connection with the Purchased
Assets, the Business or otherwise and whether arising before or after the consummation of the transactions contemplated by this
Agreement, or bear any cost or charge with respect thereto, including without limitation, any accounts or notes payable, Taxes,
warranty or personal injury claims accrued prior to the Closing, commissions, union contracts, unemployment contracts, profit sharing,
retirement, pension, bonus, hospitalization, vacation or other employee benefits or any employment or old-age benefits relating
to the employees of Seller. Notwithstanding the foregoing, on the Closing Date, Buyer shall assume and agrees to timely pay, perform
and discharge the following Liabilities of Seller (collectively referred to as the “Assumed Liabilities”):


 


(a)       all
Liabilities and all obligations arising after the Closing Date under the Assumed Contracts, other than any Liability arising out
of or relating to a breach of any Assigned Contract that occurred prior to the Closing Date; and


 


(b)       all
Liabilities or other claims related to the Business, that arise from acts performed by Buyer after the Closing Date or that arise
from ownership and operation of the Purchased Assets and Business after the Closing Date.


 


For purposes of this
Agreement, “Liability” means any debt, obligation, duty or liability of any nature (including unknown, undisclosed,
unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious, derivative, joint, several or secondary
liability), regardless of whether such debt, obligation, duty or liability would be required to be disclosed on a balance sheet
prepared in accordance with U.S. GAAP and regardless of whether such debt, obligation, duty or liability is immediately due and
payable.


 






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2.4       Procedures
for Purchased Assets not Transferable. If any property or other rights included in the Purchased Assets are not assignable
or transferable either by virtue of the provisions thereof or under applicable law without the consent of some third party or parties,
Seller shall use its commercially reasonable efforts to obtain such consents after the execution of this Agreement, but prior to
the Closing, and Buyer shall use its commercially reasonable efforts to assist in that endeavor. If any such consent cannot be
obtained prior to the Closing and the Closing occurs, this Agreement, the Other Agreements and the related instruments of transfer
shall not constitute an assignment or transfer of the Purchased Asset regarding which such consent was not obtained and Buyer shall
not assume Seller’s obligations with respect to such Purchased Asset, but Seller shall use its commercially reasonable efforts
to obtain such consent as soon as reasonably possible after the Closing or otherwise obtain for Buyer the practical benefit of
such property or rights and Buyer shall use its commercially reasonable efforts to assist in that endeavor. For purposes of this
Section 2.4 only and not for the purposes of the rest of this Agreement, commercially reasonable efforts shall not include
any requirement of either party to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise)
to any third party.


 


ARTICLE 3


PURCHASE PRICE


 


3.1       Purchase
Price. The purchase price (“Purchase Price”) for the Purchased Assets shall be $750,000, subject to the
Make Good adjustment pursuant to Section 3.2.


 


3.2        Make
Good Adjustments and Increases to Purchase Price.


 


(a)       The
Selling Member agrees that in the event that the Gross Profit attributable to the Business and the Purchased Assets and included
in earnings before income taxes in Buyer’s Annual Report on Form 10-K for the fiscal year ending December 31, 2017, as filed
with the Commission, is less than $107,143 (the “2017 Guaranteed Gross Profit”), shares of Common Stock representing
30% of the Purchase Price set forth in Section 3.1 above and placed in escrow in accordance with the Make Good Escrow Agreement
will be cancelled and returned to treasury. As used in this Agreement and the Other Agreements, “Gross Profit”
means total revenue minus the cost of revenue as determined by US GAAP, consistently applied. For purposes of clarification all
employee salaries and related expenses incident to the Business shall be included in the cost of revenue for purposes of determining
Gross Profit.


 


(b)       2017
Guaranteed Gross Profit will be determined by Buyer and confirmed by Buyer’s independent auditors 45 days prior to the date
Buyer’s Annual Report on Form 10-K for the fiscal year ending December 31, 2017 is filed with the Commission. The methodology
(including allocations of corporate revenue and expenses to the Purchased Assets and the Business) for determining 2017 Guaranteed
Gross Profit will be consistently applied by Buyer to each of the regional MMA promotions acquired by Buyer. Seller will have 10
days after receipt of Buyer’s determination of 2017 Guaranteed Gross Profit (which will include the methodology applied by
buyer for computing 2017 Guaranteed Gross Profit) (the “Target Gross Profit Notice”) to provide written detailed
objections to Buyer and Buyer’s independent auditors to Buyer’s determination of 2017 Guaranteed Gross Profit. Absent
manifest error on behalf of Buyer, Buyer’s determination of 2017 Guaranteed Gross Profit shall be binding upon Seller.


 






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(c)       Cancellation
of any Common Stock pursuant to this Section 3.2 shall be deemed adjustments to the Purchase Price.


 


3.3       Payment
of Purchase Price. The Purchase Price shall be paid at the Closing by delivery:


 


(a)       to
Seller of $150,000 in cash.


 


(b)       subject
to Section 3.3(c) below, to Seller of the number of shares of Common Stock (rounded to the nearest whole number) equal to $600,000
divided by the Share Price.


 


(c)       to
the Escrow Agent, pursuant to the terms of the Make Good Escrow Agreement, from the Common Stock deliverable under Section 3.3(b)
above, a number of shares of Common Stock equal to 30% of the number of shares of Common Stock (rounded to the nearest whole number)
equal to the Purchase Price divided by the Share Price (such shares the “Escrowed Shares”).


 


3.4Allocation of Purchase Price.The
Purchase Price shall be allocated among the Purchased Assets and the Assumed Liabilities in accordance with Schedule 3.4 (the “Final
Purchase Price Allocation”), which has been prepared in accordance with the rules under Section 1060 of the Internal
Revenue Code of 1986, as amended (the “Code”). To the extent the Purchase Price is adjusted under Section 3.2,
the parties shall adjust the Final Purchase Price Allocation consistent with Schedule 3.4 and the rules under Section 1060 of the
Code to reflect such adjustment to the Purchase Price. The parties recognize that the Purchase Price does not include Buyer’s
acquisition expenses and that Buyer will allocate such expenses appropriately. The parties agree to act in accordance with the
computations and allocations contained in the Final Purchase Price Allocation in any relevant Tax returns or filings (including
any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of local, state and foreign law
(“1060 Forms”)), and to cooperate in the preparation of any 1060 Forms and to file such 1060 Forms in the manner
required by applicable law. Neither Buyer nor Seller shall take any position (whether in audits, Tax returns, or otherwise) that
is inconsistent with the Final Purchase Price Allocation unless required to do so by applicable law.


 






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ARTICLE 4


CLOSING


 


4.1       Closing
Date. The Closing shall take place at a place and location to be agreed upon between Buyer and Seller, subject to the satisfaction
or waiver of each of the conditions set forth in Article 8 (such date, the “Closing Date”).


 


4.2       Transactions
at Closing. At the Closing, subject to the terms and conditions hereof:


 


(a)       Transfer
of Purchased Assets and Seller’s Closing Deliveries. Seller shall transfer and convey or cause to be transferred and
conveyed to Buyer all of the Purchased Assets and Seller and Buyer shall execute and Seller shall deliver to Buyer each of the
Other Agreements and such other good and sufficient instruments of transfer and conveyance as shall be necessary to vest in Buyer
title to all of the Purchased Assets or as shall be reasonably requested by the Buyer. The Seller shall also deliver to Buyer the
Seller Officer’s Certificate required by Section 8.2(b) and all other documents required to be delivered by Seller at
Closing pursuant hereto.


 


(b)       Payment
of Purchase Price, Assumption of Assumed Liabilities and Buyer’s Closing Deliveries. In consideration for the transfer
of the Purchased Assets and other transactions contemplated hereby Buyer shall deliver the Purchase Price to the Seller and shall
execute and deliver to Seller the Bill of Sale, Conveyance and Assignment and the Assignment and Assumption Agreement, whereby
Buyer assumes the Assumed Liabilities, and each of the Other Agreements, as well as the Buyer Officer’s Certificate required
by Section 8.1(b) and all other documents required to be delivered by Buyer at Closing pursuant hereto or as shall be reasonably
requested by Seller.


 


(c)       Notification
of transfer of Purchased Assets. At or before the Closing, Seller will notify all parties to the contracts specified on Schedule 5.7
hereto of the transfer of the Purchased Assets to Buyer and provide copies of such notices to Buyer.


 


ARTICLE 5


REPRESENTATIONS AND WARRANTIES OF SELLER
AND THE SELLING MEMBER


 


Seller and the Selling Member, jointly
and severally, represent and warrant to Buyer as follows:


 


5.1       Organization.
Seller is a corporation duly organized and validly existing in good standing under the laws of the State of Ohio, duly qualified
to transact business as a foreign entity in such jurisdictions where the nature of its Business makes such qualification necessary,
except as to jurisdictions where the failure to qualify would not reasonably be expected to have a material adverse effect on the
Business of the Seller or the Purchased Assets, and has all requisite corporate power and authority to own, lease and operate the
Purchased Assets and to carry on its Business, as now being conducted.


 






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5.2       Due
Authorization.


 


(a)       Seller
has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Other Agreements,
and the execution and delivery of this Agreement and the Other Agreements and the performance of all of its obligations hereunder
and thereunder has been duly and validly authorized and approved by all necessary corporate action of the Seller, including approval
of this Agreement and the Other Agreements by the board of directors of the Seller.


 


(b)       Subject
to obtaining any consents of Persons listed on Schedule 5.7, the signing, delivery and performance of this Agreement and the Other
Agreements by Seller is not prohibited or limited by, and will not result in the breach of or a default under, or conflict with
any obligation of Seller with respect to the Purchased Assets under (i) any provision of its certificate of incorporation,
by-laws or other organizational documentation of Seller, (ii) any material agreement or instrument to which Seller is a party
or by which it or its properties are bound, (iii) any authorization, judgment, order, award, writ, injunction or decree of
any Governmental Authority which breach, default or conflict would have a material adverse effect on the Business or Purchased
Assets or Seller’s ability to consummate the transactions contemplated hereby, or (iv) any applicable law, statute,
ordinance, regulation or rule which breach, default or conflict would have a material adverse effect on the Business or Purchased
Assets or Seller’s ability to consummate the transactions contemplated hereby, and, will not result in the creation or imposition
of any Encumbrance on any of the Purchased Assets. This Agreement has been, and on the Closing Date the Other Agreements will have
been, duly executed and delivered by Seller and constitutes, or, in the case of the Other Agreements, will constitute, the legal,
valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms, except as enforceability
may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application
relating to or affecting creditors’ rights generally.


 


5.3       Equipment
and other Purchased Assets. Other than as set forth on Schedule 5.3, the Equipment and other Purchased Assets owned by, in
the possession of, or used by Seller, in connection with the Business is in good condition and repair, ordinary wear and tear excepted,
and is usable in the ordinary course of business.


 


5.4       Title.
Other than as set forth on Schedule 5.4, the Purchased Assets are owned legally and beneficially by Seller with good and transferable
title thereto, free and clear of all Encumbrances other than Permitted Encumbrances. At the Closing, Buyer will receive legal and
beneficial title to all of the Purchased Assets, free and clear of all Encumbrances, except for the Permitted Encumbrances and
Assumed Liabilities, and subject to obtaining any consents of Persons listed on Schedule 5.7.


 






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5.5       Intellectual
Property. Identified on Schedule 5.5 is a complete and accurate list of all Intellectual Property Rights used by Seller in
the Business. Except as set forth on Schedule 5.5, the Transferred Intellectual Property is owned free and clear of all Encumbrances
or has been duly licensed for use by Seller and all pertinent licenses and their respective material terms are set forth on Schedule
5.5. Except as set forth on Schedule 5.5, the Transferred Intellectual Property is not the subject of any pending adverse claim
or, to Seller’s knowledge, the subject of any threatened litigation or claim of infringement or misappropriation. Except
as set forth on Schedule 5.5, the Seller has not violated the terms of any license pursuant to which any part of the Transferred
Intellectual Property has been licensed by the Seller. To Seller’s knowledge, except as set forth on Schedule 5.5, the Transferred
Intellectual Property does not infringe on any Intellectual Property Rights of any third party. To the Seller’s knowledge
the Transferred Intellectual Property together with the rights granted under the Trademark License Agreement constitutes all of
the Intellectual Property Rights necessary to conduct the Business as presently conducted. Except as set forth on Schedule 5.5,
the Transferred Intellectual Property will continue to be available for use by Buyer from and after the Closing at no additional
cost to Buyer.


 


5.6       Litigation.
Except as set forth on Schedule 5.6, there is no suit (at law or in equity), claim, action, judicial or administrative proceeding,
arbitration or governmental investigation now pending or, to the best knowledge of Seller threatened, (i) arising out of or relating
to any aspect of the Business, or any part of the Purchased Assets, (ii) concerning the transactions contemplated by this Agreement,
or (iii) involving Seller, its shareholders, or the officers, directors or employees of Seller in reference to actions taken by
them in the conduct of any aspect of the Business.


 


5.7       Consents.
Except as set forth on Schedule 5.7, no notice to, filing with, authorization of, exemption by, or consent of any Person is
required for Seller to consummate the transactions contemplated hereby.


 


5.8       Brokers,
Etc. No broker or investment banker acting on behalf of Seller or under the authority of Seller is or will be entitled to any
broker’s or finder’s fee or any other commission or similar fee directly or indirectly from Seller or Buyer in connection
with any of the transactions contemplated herein, other than any fee that is the sole responsibility of Seller.


 


5.9       Absence
of Undisclosed Liabilities. To Seller’s knowledge, Seller has not incurred any material liabilities or obligations with
respect to the Purchased Assets (whether accrued, absolute, contingent or otherwise), which continue to be outstanding, except
as otherwise expressly disclosed in this Agreement.


 


5.10       Assumed
Contracts. All current and complete copies of all Assumed Contracts (which shall be deemed to include all Fighter Contracts)
have been delivered to or made available to the Buyer. Except as set forth on Schedule 5.10, the Assumed Contracts are all in full
force and effect and, to Seller’s knowledge, there are no outstanding material defaults or violations under such Assumed
Contracts on the part of the Seller or, to the knowledge of the Seller, on the part of any other party to such Assumed Contracts,
except for such defaults as will not have a material adverse effect on the Business or Purchased Assets, taken as a whole. Except
as set forth on Schedule 5.10, there are no current or pending negotiations with respect to the renewal, repudiation or amendment
of any Assumed Contract, other than in connection with negotiations for renewals and amendments in the ordinary course of business.


 






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5.11       Tax
Matters. In each case except as would not reasonably be expected to have a material adverse effect on the Purchased Assets:


 


(a)       No
failure, if any, of the Seller to duly and timely pay all Taxes, including all installments on account of Taxes for the current
year, that are due and payable by it will result in an Encumbrance on the Purchased Assets;


 


(b)       There
are no proceedings, investigations, audits or claims now pending or threatened against the Seller in respect of any Taxes, and
there are no matters under discussion, audit or appeal with any governmental authority relating to Taxes, which will result in
an Encumbrance on the Purchased Assets;


 


(c)       The
Seller has duly and timely withheld all Taxes and other amounts required by law to be withheld by it relating to the Purchased
Assets (including Taxes and other amounts relating to the Purchased Assets required to be withheld by it in respect of any amount
paid or credited or deemed to be paid or credited by it to or for the account or benefit of any Person, including any employees,
officers or directors and any non-resident Person), and has duly and timely remitted to the appropriate Governmental Authority
such Taxes and other amounts required by law to be remitted by it; and


 


(d)       The
Seller has duly and timely collected all amounts on account of any sales or transfer Taxes, including goods and services, harmonized
sales and provincial or territorial sales Taxes with respect to the Purchased Assets, required by law to be collected by it and
has duly and timely remitted to the appropriate Governmental Authority any such amounts required by law to be remitted by it.


 


5.12       Scope
of Rights in Purchased Assets. Except as set forth on Schedule 5.12, the rights, properties, and assets included in the
Purchased Assets include substantially all of the rights, properties, and assets, of every kind, nature and description, wherever
located, that Seller believes are necessary to own, use or operate the Business.


 


5.13       Compliance
with Laws. Seller is in compliance with all laws applicable to the Business, except where the failure to be in compliance would
not have a material adverse effect on the Purchased Assets or the Business. Seller has not received any unresolved written notice
of or been charged with the violation of any laws applicable to the Business except where such charge has been resolved. Except
as set forth on Schedule 5.13, there are no pending or, to the knowledge of the Seller, threatened actions or proceedings
by any Governmental Authority, which would prohibit or materially impede the Business.


 






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5.14Financial Statements.
Seller has provided to Buyer copies of the unaudited balance sheet of the Seller at December 31, 2014 and December 31, 2015 and
the related statements of income and cash flows for the years then ended together with the unaudited balance sheet of the Seller
at September 30, 2016 and the related statements of income and cash flows for the nine months then ended (referred to as the “Most
Recent Financial Statements”. Except as set forth on Schedule 5.14, the Most Recent Financial Statements fairly present,
in all material respects, the net assets of the Business at December 31, 2015 and for the nine months ended September 30, 2016
and the operating profit or loss of the Business.


 


5.15       Absence
of Certain Changes. Except as contemplated by this Agreement, reflected in the Most Recent Financial Statements or set forth
on Schedule 5.15, since December 31, 2015, (i) the Business has been conducted in all material respects in the ordinary course
of business and (ii) neither Seller nor the Selling Member have taken any of the following actions:


 


(a)       sold,
assigned or transferred any material portion of the Purchased Assets other than (i) in the ordinary course of business or (ii)
sales or other dispositions of obsolete or excess equipment or other assets not used in the Business;


 


(b)       cancelled
any indebtedness other than in the ordinary course of business, or waived or provided a release of any rights of material value
to the Business or the Purchased Assets;


 


(c)       except
as required by Law, granted any rights to severance benefits, “stay pay”, termination pay or transaction bonus to any
Business Employee or increased benefits payable or potentially payable to any such Business Employee under any previously existing
severance benefits, “stay-pay”, termination pay or transaction bonus arrangements (in each case, other than grants
or increases for which Buyer will not be obligated following the Closing);


 


(d)       except
in the ordinary course of business, made any capital expenditures or commitments therefor with respect to the Business in an amount
in excess of $50,000 in the aggregate;


 


(e)       acquired
any entity or business (whether by the acquisition of stock, the acquisition of assets, merger or otherwise), other than acquisitions
that have not or will not become integrated into the Business;


 


(f)       amended
the terms of any existing Employee Plan, except for amendments required by Law;


 


(g)       changed
the Tax or accounting principles, methods or practices of the Business, except in each case to conform to changes required by Tax
Law, in U.S. GAAP or applicable local generally accepted accounting principles;


 






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(h)       amended,
cancelled (or received notice of future cancellation of) or terminated any Assumed Contract which amendment, cancellation or termination
is not in the ordinary course of business;


 


(i)       materially
increased the salary or other compensation payable by Seller to any Business Employee, or declared or paid, or committed to declare
or pay, any bonus or other additional payment to and Business Employees, other than (A) payments for which Buyer shall not be liable
after Closing, (B) customary compensation increases and (C) bonus awards or payments under existing bonus plans and arrangements
awarded to Business Employees which have been awarded or paid in the ordinary course of business;


 


(j)       failed
to make any material payments under any Assumed Contracts or Permits as and when due (except where contested in good faith or cured
by Seller) under the terms of such Assumed Contracts or Permits;


 


(k)       suffered
any material damage, destruction or loss relating to the Business or the Purchased Assets, not covered by insurance;


 


(l)       incurred
any material claims relating to the Business or the Purchased Assets not covered by applicable policies of liability insurance
within the maximum insurable limits of such policies;


 


(m)       mortgaged,
sold, assigned, transferred, pledged or otherwise placed an Encumbrance on any Purchased Asset, except in the ordinary course of
business, as otherwise set forth herein or that will be released at Closing;


 


(n)       transferred,
granted, licensed, assigned, terminated or otherwise disposed of, modified, changed or cancelled any material rights or obligations
with respect to any of the Transferred Intellectual Property, except in the ordinary course of business; or


 


(o)       entered
into any agreement or commitment to take any of the actions set forth in paragraphs (a) through (n) of this Section 5.15.


 


5.16       Employee
Benefit Plans. Attached on Schedule 5.16 is a list of all qualified and non-qualified pension and welfare benefit plans of
Seller (the “Employee Plans”). Each of the Employee Plans has been operated in accordance with its terms, does
not discriminate (as that term is defined in the Code) and will, along with all other bonus plans, incentive or compensation arrangements
provided by Seller to or for its employees, be terminated by Seller immediately following Closing. All payments due from Seller
pursuant thereto have been paid.


 


5.17       Business
Employees. Attached on Schedule 5.17 is a list of all employees of Seller (collectively, the “Business Employees”),
their current salaries or compensation, a listing of commission arrangements, a list of commitments for future salary or compensation
increases, and the last salary raise with dates and amounts. Schedule 5.17 lists all individuals with whom Seller has employment,
consulting, representative, labor, non-compete or any other restrictive agreements. Except as set forth on Schedule 5.17, Seller
has not entered into any severance or similar arrangement with respect of any Business Employee (or any former employee or consultant)
that will result in any obligation (absolute or contingent) of Buyer or Seller to make any payment to any Business Employee (or
any former employee or consultant) following termination of employment.


 






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5.18       Labor
Relations. Except as set forth on Schedule 5.18, Seller has complied in all material respects with all federal, state and local
laws, rules and regulations relating to the employment of labor including those related to wages, hours and the payment of withholding
and unemployment Taxes. Seller has withheld all amounts required by law or agreement to be withheld from the wages or salaries
of its employees and is not liable for any arrearage of wages or any Taxes or penalties for failure to comply with any of the foregoing.


 


5.19       Sponsors,
Vendors and Suppliers. Attached on Schedule 5.19 is a complete and accurate list of (i) the five (5) largest sponsors of Seller
in terms of revenue during the period from January 1, 2014 through June 30, 2015, showing the approximate total amount of sponsorship
revenue by Seller from each such sponsor during such period; and (ii) the five (5) largest vendors and suppliers (whether of production
services, event venues, equipment, fighter managers, etc.) to Seller in terms of purchases or payments made by Seller to such vendor
or supplier during the period from January 1, 2014 through June 30, 2015, showing the approximate total purchases or payments by
Seller from each such supplier during such period. Except as set forth on Schedule 5.19 and to Seller’s knowledge, as of
the date of this Agreement there has been no adverse change in the business relationship of Seller with any sponsor or supplier
named on Schedule 5.19 that is material to the Business or the financial condition of Seller.


 


5.20       Conflict
of Interest. Except as set forth on Schedule 5.20, neither Seller nor the Selling Member have any direct or indirect interest
(except through ownership of less than five percent (5%) of the outstanding securities of corporations listed on a national securities
exchange or registered under the Securities Exchange Act of 1934, as amended) in (i) any entity which does business with Seller
or is competitive with the Business, or (ii) any property, asset or right which is used by Seller in the conduct of its Business.


 


5.21       Fighters
Under Contract. Schedule 5.21 sets forth each agreement to which the Seller or Selling Member is a party with any professional
mixed martial arts fighter and the economic terms of each such agreement (each a “Fighter Contract”). Each Fighter
Contract is in full force and effect and, to Seller’s knowledge, there are no outstanding material defaults or violations
under any such Fighter Contract on the part of the Seller or, to the knowledge of the Seller, on the part of any other party to
such Fighter Contract, except for such defaults as will not have a material adverse effect on the Business or Purchased Assets,
taken as a whole. Except as set forth on Schedule 5.21, there are no current or pending negotiations with respect to the renewal,
repudiation or amendment of any Fighter Contract, other than in connection with negotiations for renewals and amendments in the
ordinary course of business.


 






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5.22       Inventories.
All Inventory, except for obsolete items or items of below-standard quality which have been written off or written down on Seller’s
balance sheet, has been purchased in the ordinary course of business, is free from material defects, consists of goods of the kind,
quantity and quality regularly used and sold in the Business. The Inventory, except for obsolete items or items of below-standard
quality which have been written off or written down on Seller’s balance sheet, is merchantable and fit for its intended purpose
and Seller has not, is not contemplating, nor has any reason to believe that a recall of such items or any items previously sold
by Seller is necessary or warranted.


 


5.23       Accounts
Receivable. All of the Accounts Receivable are (and as of the Closing Date will be) bona fide receivables subject to no counterclaims
or offsets and arose in the ordinary course of business. At the Closing and except for Permitted Encumbrances, no person or entity
will have any lien on such Accounts Receivable or any part thereof, and no agreement for deduction, free goods, discount or other
deferred price or quantity adjustment will have been made with respect to any such Accounts Receivable.


 


5.24       Insurance.
Seller maintains (i) insurance on all the Purchased Assets covering property damage by fire or other casualty which it is customary
for Seller to insure, (ii) insurance protection against all liabilities, claims, and risks against which it is customary for Seller
to insure, and (iii) insurance for worker’s compensation and unemployment, products liability, and general public liability.
All of such policies are consistent with past practices of Seller. Seller is not in default under any of such policies or binders.
Such policies and binders are in full force and effect on the date hereof and shall be kept in full force and effect through the
Closing Date.


 


5.25       Payment
of Debts. Except for those liabilities assumed by Buyer pursuant to Section 2.3, Seller has made adequate provisions for payments
of the amount due to its creditors and shall pay the same at Closing or pursuant to their existing terms on or before the Closing.


 


5.26       Accuracy
of Statements. No representation or warranty by Seller or Selling Member in this Agreement contains, or will contain, an untrue
statement of a material fact or omits, or will omit, to state a material fact necessary to make the statements contained herein
or therein, in light of the circumstances in which they are made, not misleading. There is no fact known to Seller or Selling Member
that materially adversely affects the business, financial condition or affairs of the Business, Seller or Selling Member.


 


5.27       Representations
and Warranties of Buyer. Neither Seller nor Selling Member are aware of, or have discovered through due diligence, any breaches
by Buyer of its representations and warranties made in Article 6 of this Agreement, which they have not disclosed to Buyer.


 






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5.28       Sufficiency
of Assets. Other than as set forth on Schedule 5.28, the Purchased Assets constitute all of the assets necessary to conduct
the Business as it is conducted as of the date of this Agreement. Other than as set forth on Schedule 5.28, all Permits and Assumed
Contracts, including those identified on Schedule 2.1(d) will be available for use by the Buyer on materially identical terms (i)
as of the Closing and (ii) for one year following the Closing.


 


5.29       The
Selling Member.


 


(a)       The
Selling Member has ever (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against such Selling
Member, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial
portion of such Selling Member’s assets, (iv) admitted in writing such Selling Member’s inability to pay his or her
debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on his ability to comply
with or perform any of his covenants or obligations under any of the Other Agreements.


 


(b)       Selling
Member is not subject to any Order or is bound by any agreement that may have an adverse effect on his ability to comply with or
perform any of his or her covenants or obligations under any of the Other Agreements. There is no Proceeding pending, and no Person
has threatened to commence any Proceeding, that may have an adverse effect on the ability of Selling Member to comply with or perform
any of his covenants or obligations under any of the Other Agreements. No event has occurred, and no claim, dispute or other condition
or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.


 


5.30       Investment
Purposes.


 


(a)       Seller
and Selling Member (i) understand that the shares of Common Stock to be issued to Seller pursuant to this Agreement have not been
registered for sale under any federal or state securities Laws and that such shares are being offered and sold to Seller pursuant
to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares
for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member
as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties
set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption
from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite
period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws
or unless an exemption from registration is available therefrom.


 


(b)       Seller
and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold
or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable
state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an
opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common
Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing
provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention
to the foregoing restrictions on transferability of such shares.


 






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(c)       Seller
and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities
Act.


 


(d)       Seller
and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other, and have acquired
sufficient information about the Buyer to reach an informed and knowledgeable decision to acquire the shares of Common Stock to
be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition
with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable
them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this
Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed
martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are
capable of bearing the economic risks of such investment.


 


ARTICLE 6


REPRESENTATIONS AND WARRANTIES OF BUYER


 


Buyer represents and warrants to Seller
and the Selling Member as follows:


 


6.1       Organization.
Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to own its property and to carry on its business as it is now being conducted.


 


6.2       Due
Authorization. Buyer has full corporate power and authority to execute, deliver and perform its obligations under this Agreement
and the Other Agreements and the execution and delivery of this Agreement and the Other Agreements and the performance of all of
its obligations hereunder and thereunder has been duly and validly authorized and approved by all necessary corporate action of
the Buyer. This Agreement has been, and on the Closing Date the Other Agreements will have been, duly executed and delivered by
Buyer and constitutes, or, in the case of the Other Agreements will constitute, the legal, valid and binding obligations of Buyer,
enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited or affected by applicable
bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’
rights generally.


 






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6.3       Consents.
Except as set forth on Schedule 6.3, no notice to, filing with, authorization of, exemption by, or consent of, any Person
is required for Buyer to consummate the transactions contemplated hereby.


 


6.4       No
Conflict or Violation. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated
hereby will result in (i) a violation of or a conflict with any provision of the certificate of incorporation, by-laws or other
organizational document of Buyer; (ii) a breach of, or a default under, any term of provision of any contract, agreement, indebtedness,
lease, commitment, license, franchise, permit, authorization or concession to which Buyer is a party which breach or default would
have a material adverse effect on the business or financial condition of Buyer or their ability to consummate the transactions
contemplated hereby; or (iii) a violation by Buyer of any statute, rule, regulation, ordinance, code, order, judgment, writ, injunction,
decree or award, which violation would have a material adverse effect on the business or financial condition of Buyer or its ability
to consummate the transactions contemplated hereby.


 


6.5       Brokers,
Etc. No broker or investment banker acting on behalf of Buyer or under the authority of Buyer is or will be entitled to any
broker’s or finder’s fee or any other commission or similar fee directly or indirectly from Seller or Buyer in connection
with any of the transactions contemplated herein, other than any fee that is the sole responsibility of Buyer.


 


6.6       Accuracy
of Statements. No representation or warranty by Buyer in this Agreement contains, or will contain, an untrue statement of a
material fact or omits, or will omit, to state a material fact necessary to make the statements contained herein or therein, in
light of the circumstances in which they are made, not misleading. There is no fact known to Buyer that materially adversely affects
the business, financial condition or affairs of the Buyer.


 


6.7       Representations
and Warranties of Seller and the Selling Member. Buyer is not aware of, nor has discovered through due diligence, any breaches
by Seller or Selling Member of their respective representations and warranties made in Article 5 of this Agreement, which it has
not disclosed to Seller and the Selling Member.


 


6.8       Capitalization.
The authorized capital stock of the Buyer consists of (i) 45,000,000 shares of Common Stock, of which on the date hereof 8,888,975
shares are issued and outstanding, and (ii) 5,000,000 shares of preferred stock, $0.001 par value per share, of which on the date
hereof and on the Closing Date no shares are issued and outstanding. Other that shares underlying employee options and restricted
shares issued under the Buyer’s 2016 Equity Incentive Plan and a warrant to purchase 222,230 shares of Common Stock at an
exercise price of $7.42 per share issued to the Buyer’s underwriter in connection with its initial public offering, no subscription,
warrant, option, convertible security or other right (contingent or otherwise) to purchase, acquire (including rights of first
refusal, anti-dilution or pre-emptive rights) or register under the Securities Act any shares of capital stock of the Company is
authorized or outstanding. The Company does not have any obligation to issue any subscription, warrant, option, convertible security
or other such right or to issue or distribute to holders of any shares of its capital stock any evidence of indebtedness or assets
of the Company. The Company does not have any obligation to purchase, redeem or otherwise acquire any shares of its capital stock
or any interest therein or to pay any dividend or make any other distribution in respect thereof. There are no outstanding or authorized
stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. At the Closing, the shares
of Common Stock to be issued to Seller as consideration for the Purchase Price will be duly authorized, validly issued, fully paid
and non-assessable.


 






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ARTICLE 7


COVENANTS AND CONDUCT
OF SELLER


FROM THE DATE OF
EXECUTION OF THIS AGREEMENT TO THE CLOSING DATE


 


Seller and the Selling
Member, jointly and severally, covenant that from the date of the execution of this Agreement to the Closing Date, Seller shall:


 


7.1       Compensation.
Except in the ordinary course of business or as set forth on Schedule 7.1, not increase or commit to increase, the amount of compensation
payable, or to become payable by Seller, or make, any bonus, profit-sharing or incentive payment to any of its officers, directors
or relatives of any of the foregoing;


 


7.2       Encumbrance
of Assets. Not cause any Encumbrance of any kind other than Permitted Encumbrances to be placed upon any of the Purchased Assets
or other assets of Seller, exclusive of liens arising as a matter of law in the ordinary course of business as to which there is
no known default;


 


7.3       Incur
Liabilities. Not take any action which would cause Seller to incur any obligation or liability (absolute or contingent) except
liabilities and obligations incurred in the ordinary course of business or which will be paid at Closing;


 


7.4       Disposition
of Assets. Not sell or transfer any of the Purchased Assets or any other tangible or intangible assets of Seller or cancel
any debts or claims, except in each case in the ordinary course of business;


 


7.5       Executory
Agreements. Except for modifications in connection with extensions of existing agreements in the ordinary course of business,
not modify, amend, alter, or terminate (by written or oral agreement, or any manner of action or inaction), any of the executory
agreements of Seller including, without limitation, any Fighter Contracts, agreements with vendors, televisions or media partners,
event sponsors or event venue providers except as otherwise approved by Buyer in writing, which consent will not be unreasonably
withheld or delayed;


 






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7.6       Material
Transactions. Not enter into any transaction material in nature or amount without the prior written consent of Buyer, except
for transactions in the ordinary course of business;


 


7.7       Purchase
or Sale Commitments. Not undertake any purchase or sale commitment that will result in purchases outside of customary requirements;


 


7.8       Preservation
of Business. Use its best efforts to preserve the Purchased Assets, keep in faithful service the present officers and key employees
of Seller (other than increasing compensation to do so) and preserve the goodwill of its suppliers, customers and others having
business relations with Seller;


 


7.9       Investigation.
Allow, during normal business hours, Buyer’s personnel, attorneys, accountants and other authorized representatives free
and full access to the plans, properties, books, records, documents and correspondence, and all of the work papers and other documents
relating to Seller in the possession of Seller, its officers, directors, employees, auditors or counsel, in order that Buyer may
have full opportunity to make such investigation as it may desire of the properties and Business of Seller;


 


7.10       Compliance
with Laws. Comply in all material respects with all Laws applicable to Seller or to the conduct of its Business;


 


7.11       Notification
of Material Changes. Provide Buyer’s representatives with prompt written notice of any material and adverse change in
the condition (financial or other) of Seller’s assets, liabilities, earnings, prospects or business which has not been disclosed
to Buyer in this Agreement; and


 


7.12       Cooperation.
Cooperate fully, completely and promptly with Buyer in connection with (i) securing any approval, consent, authorization or clearance
required hereunder, or (ii) satisfying any condition precedent to the Closing without additional cost and expense to Seller unless
such action is otherwise the obligation of Seller.


 


7.13       Financial
Statements. Cooperate fully, completely and promptly with Buyer, its counsel, and all auditors in connection with providing
Buyer at Seller’s expense all Seller audited and reviewed financial statements required by the Commission and Regulation
S-X promulgated under the Securities Act for inclusion in the Buyer’s Form 8-K.


 


Nothing in this Agreement shall prohibit
Seller from paying dividends and other distributions to the Selling Member.


 


ARTICLE 8


CONDITIONS TO CLOSING


 


8.1       Conditions
to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be
subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole
or in part by Seller):


 






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(a)       Performance
of Agreements and Conditions. All agreements and covenants to be performed and satisfied by Buyer hereunder on or prior to
the Closing Date shall have been duly performed and satisfied by Buyer in all material respects.


 


(b)       Representations
and Warranties True. The representations and warranties of Buyer contained in this Agreement that are qualified as to materiality
shall be true and correct, and all other representations and warranties of Buyer contained in this Agreement shall be true and
correct except for breaches of, or inaccuracies in, such representations and warranties that, in the aggregate, would not have
a material adverse effect on the expected benefits to Seller of the transactions contemplated by this Agreement taken as a whole,
in each such case on and as of the Closing Date, with the same effect as though made on and as of the Closing Date, and there shall
be delivered to Seller on the Closing Date a certificate, in form of Exhibit H attached hereto, executed by the Managing
Memberof Buyer to that effect (the “Buyer Officer’s Certificate”).


 


(c)       Payment
of Purchase Price. Buyer shall have paid the Purchase Price and assumed the Assumed Liabilities as provided in Section 4.2(b).


 


(d)       No
Action or Proceeding. No legal or regulatory action or proceeding shall be pending or threatened by any Person to enjoin, restrict
or prohibit the purchase and sale of the Purchased Assets contemplated hereby. No order, judgment or decree by any court or regulatory
body shall have been entered in any action or proceeding instituted by any party that enjoins, restricts, or prohibits this Agreement
or the complete consummation of the transactions as contemplated by this Agreement.


 


(e)       Other
Agreements. Buyer shall have delivered to Seller a duly executed copy of each of the Other Agreements.


 


(f)       Required
Consents. Seller shall have obtained all consents of or notification to any third parties required by the terms of any Assumed
Contract or applicable law for Seller to assign it rights and obligations to Buyer as contemplated by this Agreement.


 


8.2       Conditions
to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject
to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part
by Buyer):


 


(a)       Performance
of Agreements and Covenants. All agreements and covenants to be performed and satisfied by Seller and the Selling Member hereunder
on or prior to the Closing Date shall have been duly performed and satisfied by Seller in all material respects.


 






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(b)       Representations
and Warranties True. The representations and warranties of Seller and the Selling Member contained in this Agreement that are
qualified as to materiality shall be true and correct, and all other representations and warranties of Seller and the Selling Member
contained in this Agreement shall be true and correct except for breaches of, or inaccuracies in, such representations and warranties
that, in the aggregate, would not have a material adverse effect on the Purchased Assets or the Business taken as a whole, in each
such case on and as of the Closing Date with the same effect as though made on and as of the Closing Date (except for those representations
and warranties that specifically refer to some other date), and there shall be delivered by Seller on the Closing Date a certificate,
in form of Exhibit I attached hereto, executed by the Managing Memberof Seller to that effect (the “Seller Officer’s
Certificate”).


 


(c)       No
Action or Proceeding. No legal or regulatory action or proceeding shall be pending or threatened by any Person to enjoin, restrict
or prohibit the purchase and sale of the Purchased Assets contemplated hereby. No order, judgment or decree by any court or regulatory
body shall have been entered in any action or proceeding instituted by any party that enjoins, restricts, or prohibits this Agreement
or the complete consummation of the transactions as contemplated by this Agreement.


 


(d)       Other
Agreements. Seller and the Selling Member shall have delivered to Buyer a duly executed copy of each of the Other Agreements
to which it is a party.


 


(e)       Material
Adverse Change. There shall not have been a material adverse change in the Seller’s business, financial condition, prospects,
assets or operations relating to the Purchased Assets or the Business, taken as a whole, except to the extent such material adverse
change arises from or relates to: (i) any change in economic, business or financial market conditions in the United States or regions
in which the Business operates, (ii) changes in any Laws or in accounting rules or standards; (iii) any natural disaster, act of
terrorism or war, or the outbreak of hostilities, or any other international or domestic calamity or crisis; (iv) any action taken
or not taken with the prior written consent of the Purchaser or required or expressly permitted by the terms of this Agreement;
(v) the pendency of this Agreement and the transactions contemplated hereby or (vi) any existing event, circumstance, change or
effect with respect to which the Buyer has knowledge as of the date of this Agreement.


 


(f)       
Non-Competition and Non-Solicitation Agreements. The Selling Member shall have entered into a Non-Competition and Non-Solicitation
Agreement with the Buyer in substantially the form attached hereto as Exhibit F.


 


(g)       Required
Consents. Seller shall have obtained all consents of or notification to any third parties required by the terms of any Assumed
Contract or applicable law for Seller to assign it rights and obligations to Buyer as contemplated by this Agreement.


 


(h)       Intentionally
Omitted.


 






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(i)       Available
Cash at Closing. The amount of cash acquired at Closing pursuant to Section 2.1(a) shall be at a minimum sufficient to conduct
the Seller’s next scheduled event consistent with past practice and utilizing solely the Purchased Assets.


 


(j)       Satisfaction
of Encumbrances. Seller shall deliver a payoff letter or similar documentation, in form reasonably acceptable to Buyer, terminating
any Encumbrance on any of the Purchased Assets, together with executed UCC-2 or UCC-3 termination statements (or any other applicable
termination statement) executed by each Person holding Encumbrances on any Purchased Asset.


 


ARTICLE 9


POST-CLOSING COVENANTS, OTHER AGREEMENTS


 


9.1       Availability
of Records. After the Closing, Buyer, shall make available to Seller as reasonably requested by Seller, its agents and representatives,
or as requested by any Governmental Authority, all information, records and documents relating to the Purchased Assets for all
periods prior to Closing and shall preserve all such information, records and documents until the later of: (a) six (6) years
after the Closing; (b) the expiration of all statutes of limitations for Taxes for periods prior to the Closing, or extensions
thereof applicable to Seller and its shareholders for Tax information, records or documents; or (c) the required retention
period for all government contract information, records or documents. Prior to destroying any records related to Seller for the
period prior to the Closing, Buyer shall notify Seller ninety (90) days in advance of any such proposed destruction of its
intent to destroy such records, and Buyer will permit Seller to retain any such records.


 


9.2       Tax
Matters.


 


(a)       Bifurcation
of Taxes. Seller and its Affiliates shall be solely liable for all Taxes imposed upon Seller attributable to the Purchased
Assets for all taxable periods ending on or before the Closing Date. Buyer and its Affiliates shall be solely liable for any Taxes
imposed upon Buyer attributable to the Purchased Assets for any taxable year or taxable period commencing after the Closing Date.


 


(b)       Transfer
Taxes. Buyer and Seller shall each pay one-half of any and all sales, use, transfer and documentary Taxes and recording and
filing fees applicable to the transfer of the Purchased Assets.


 


(c)       Cooperation
and Records. After the Closing Date, Buyer and Seller shall cooperate in the filing of any Tax returns or other Tax-related
forms or reports, to the extent any such filing requires providing each other with necessary relevant records and documents relating
to the Purchased Assets. Seller and Buyer shall cooperate in the same manner in defending or resolving any Tax audit, examination
or Tax-related litigation. Buyer and Seller shall cooperate in the same manner to minimize any transfer, sales and use Taxes. Nothing
in this Section shall give Buyer or Seller any right to review the other’s Tax returns or Tax related forms or reports.


 






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(d)       Bulk
Sales Laws. Seller and Buyer waive compliance with bulk sales laws for Tax purposes.


 


9.3       Post-Closing
Delivery. Subject to the provisions of Section 4.2, Seller agrees to arrange for physical delivery to Buyer of
the tangible Purchased Assets in Seller’s possession. Buyer and Seller acknowledge that title and risk of loss with respect
to all Purchased Assets shall pass to Buyer at Closing. Seller agrees to use commercially reasonable efforts to preserve and maintain
the tangible Purchased Assets in good working condition and to protect such Purchased Assets against damage, deterioration and
other wasting. All Intellectual Property (in particular all MMA video content) comprising the Purchased Assets will be delivered
to Buyer in electronic form consistent with common industry practice.


 


ARTICLE 10


INDEMNIFICATION


 


10.1       Indemnification
by Seller and the Selling Member. Seller and Selling Member hereby jointly and severally agree to indemnify, defend and hold
Buyer harmless from and against any Losses (defined below) in respect of the following:


 


(a)       Losses
resulting in bodily injury, wrongful death, and/or property damages, including without limitation, actual, punitive, direct, indirect,
or consequential damages and all attorney’s fees and court costs recoverable by the injured party or parties arising out
of litigation that is currently pending against Seller or arising from facts which occurred prior to Closing which, in the case
of litigation, the defense of which is not being defended by Seller’s insurance carrier or, if the same results in or has
resulted in a verdict or damages to be paid, the same is not being paid by Seller’s insurance company.


 


(b)       Losses
resulting from the breach of any representations, warranties, covenants or agreements made by Seller or Selling Member in this
Agreement or the Other Agreements.


 


10.2       Indemnification
by Buyer. Buyer hereby agrees to indemnify, defend and hold Seller and the Selling Member harmless from and against any Losses
in respect of the following:


 


(a)       Losses
resulting from any breach of any representations, warranties, covenants or agreements made by Buyer in this Agreement or the Other
Agreements.


 


(b)       Buyer’s
operation of the Business and ownership of the Purchased Assets after the Closing, including, without limitation, all sales and
use Taxes, ad valorem Taxes, and products liability claims with respect to such post-Closing operations.


 


(c)       The
Assumed Liabilities, including all claims arising from the obligations assumed under the Assumed Contracts as set forth in Section 2.1(d).


 






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10.3       Indemnification
Procedure for Third-Party Claims.


 


(a)       In
the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying
Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect
of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”),
such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim
Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after
receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice
on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have
been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified
Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the
defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense
of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior
to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related
expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control
of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall
be limited to the amount or the monetary equivalent of the rejected settlement and related expenses.


 


(b)       The
Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related
to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a)
of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection
with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall
be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party
Claim, including refraining from taking any position adverse to the Indemnifying Person.


 


(c)       If
the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time
period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying
Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified
Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify
the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which
the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled
to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does
not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying
Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within
fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the
Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees
and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim;
and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s
ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.


 






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10.4       Indemnification
Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification which is not a Third Party Claim
subject to Section 10.3 (a “Claim”) shall deliver to the Indemnifying Party a written notice (a “Claim
Notice”) which contains (i) a description and, if then known, the amount (the “Claimed Amount”) of
any Losses incurred by the Indemnified Party or the method of computation of the amount of such claim of any Losses, (ii) a statement
that the Indemnified Party is entitled to indemnification under this Article 10 and a reasonable explanation of the basis therefor,
and (iii) a demand for payment in the amount of such Losses. Within thirty (30) days after delivery of a Claim Notice, the Indemnifying
Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (A) agree that the Indemnified
Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by delivery to the Escrow
Agent of the Claim Notice), (B) agree in a “Counter Notice” that the Indemnified Party is entitled to receive
part, but not all, of the Claimed Amount (the “Agreed Amount”), or (C) contest that the Indemnified Party is
entitled to receive any of the Claimed Amount including the reasons therefor. If the Indemnifying Party in the Counter Notice or
otherwise contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use
good faith efforts to resolve such dispute. If such dispute is not resolved within sixty (60) days following the delivery by the
Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such
dispute to a court of competent jurisdiction in accordance with the provisions of Section 12.17.


 


10.5       Losses.


 


(a)       For
purposes of this Agreement, “Losses” shall mean all actual liabilities, losses, costs, damages, penalties, assessments,
demands, claims, causes of action, including, without limitation, reasonable attorneys’, accountants’ and consultants’
fees and expenses and court costs, including punitive, indirect, consequential or other similar damages. Losses shall include punitive,
indirect, consequential or similar damages only for claims brought by third parties.


 






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(b) Any liability for
indemnification under this Agreement shall be determined without duplication of recovery due to the facts giving rise to such liability
constituting a breach of more than one representation, warranty, covenant or agreement.


 


 


(c)       The
Indemnified Person agrees to use all reasonable efforts to obtain recovery from any and all third parties who are obligated respecting
a Loss (e.g. parties to indemnification agreements, insurance companies, etc.) (“Collateral Sources”) respecting
any Claim pursuant to which the Indemnified Person is entitled to indemnification hereunder. If the amount to be netted hereunder
from any payment from a Collateral Source is determined after payment of any amount otherwise required to be paid to an Indemnified
Person under this Article 10, the Indemnified Person shall repay to the Indemnifying Person, promptly after such receipt from Collateral
Source, any amount that the Indemnifying Person would not have had to pay pursuant to this Article 10 had such receipt from the
Collateral Source occurred at the time of such payment.


 


(d)       Each
Indemnified Person shall (and shall cause its Affiliates to) use commercially reasonable efforts to mitigate any claim for Losses
that an Indemnified Person asserts under this Article 10.


 


(e)       The
amount of any and all Losses (and other indemnification payments) under this Agreement shall be decreased by (A) any Tax benefits
in excess of Tax detriments actually realized by the applicable Indemnified Person related to the Loss, including deductibility
of any such Losses (or other items giving rise to such indemnification payment), and (B) the amount of any insurance proceeds or
other amounts recoverable from Collateral Sources (netted against deductibles and other costs associated with making or pursuing
any such claims, as applicable), received or to be received by the applicable Indemnified Person with respect to such Losses under
any insurance policy maintained by the Indemnified Person or any other Person or from any other Collateral Source. The Indemnified
Person will assign to the Indemnifying Person any rights or contribution or subrogation the Indemnified Person may have against
or respecting any Collateral Source or other Persons related to such Loss which is indemnified by the Indemnifying Person hereunder.


 


10.6       Certain
Limitations. Notwithstanding anything to the contrary contained in this Agreement: (i) Neither Seller and the Selling Member
nor Buyer shall be required to indemnify any party hereunder for their breach of any representation or warranty unless and until
the aggregate amount of Losses arising from such types of breaches shall exceed $25,000.00 and at such time as the aggregate amount
of Losses exceeds such amount the obligation to indemnify shall include all Losses including the first $25,000.00; and (ii) Seller
and the Selling Member shall not be liable to provide indemnification hereunder in an aggregate amount in excess of the value of
the Escrowed Shares.


 


10.7       Exclusive
Remedies. Each of Buyer, Seller and the Selling Member acknowledges and agrees that, from and after the Closing, its sole and
exclusive remedy with respect to any and all Losses based upon, arising out of or otherwise in respect of the matters set forth
in this Agreement and the Other Agreements shall be pursuant to the indemnification set forth in this Article 10, and such party
shall have no other remedy or recourse with respect to any of the foregoing other than pursuant to, and subject to the terms and
conditions of, this Article 10; provided, that the foregoing limitation shall not apply to claims seeking specific performance
or other available equitable relief.


 






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ARTICLE 11


TERMINATION AND SURVIVAL


 


11.1       Termination
of Agreement. This Agreement may be terminated at any time prior to the Closing Date as follows:


 


(a)       with
the mutual consent of Buyer and Seller;


 


(b)       by
Buyer, if it is not then in material breach of its obligations under this Agreement and if (A) any of Seller’s or the
Selling Member’s representations and warranties contained in this Agreement shall be inaccurate such that the condition set
forth in Section 8.2(b) would not be satisfied, or (B) any of Seller’s or the Selling Member’s covenants
contained in this Agreement shall have been breached such that the condition set forth in Section 8.2(a) would not be
satisfied; provided, however, that Buyer shall not terminate this Agreement under this Section on account of any breach or inaccuracy
that is curable by Seller unless Seller fails to cure such inaccuracy or breach within ten (10) Business Days after receiving
written notice from Buyer of such inaccuracy or breach; or


 


(c)       by
Seller, if it is not then in material breach of its obligations under this Agreement and if (A) any of Buyer’s representations
and warranties contained in this Agreement shall be inaccurate such that the condition set forth in Section 8.1(b) would
not be satisfied, or (B) any of Buyer’s covenants contained in this Agreement shall have been breached such that the
condition set forth in Section 8.1(a) would not be satisfied; provided, however, that Seller shall not
terminate this Agreement under this Section on account of any breach or inaccuracy that is curable by Buyer unless Buyer fails
to cure such inaccuracy or breach within ten (10) Business Days after receiving written notice from Seller of such inaccuracy
or breach.


 


(d)       by
Buyer or Seller if the Closing has not occurred on or prior to June 30, 2016, as such date may be extended by mutual agreement
of Buyer and Seller, upon written notice by Buyer to Seller or Seller to Buyer; provided that the Person providing notice of termination
is not then in material breach of any representation, warranty, covenant or agreement contained in this Agreement.


 


11.2       Procedure
Upon Termination. In the event of termination and abandonment by Buyer or Seller, or both, pursuant to Section 11.1 hereof,
written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase
of the Purchased Assets hereunder shall be abandoned, without further action by Buyer or Seller. If this Agreement is terminated
as provided herein each party shall redeliver all documents, work papers and other material of any other party relating to the
transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same.


 






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11.3       Effect of Termination.


 


(a)       In
the event that this Agreement is validly terminated as provided herein, then each of the parties shall be relieved of its duties
and obligations arising under this Agreement after the date of such termination and such termination shall be without liability
to Buyer or Seller; provided, however, that the obligations of the parties set forth in Article 10, this Section
11.3 and Sections 12.2, 12.3, 12.4, 12.7, 12.9, 12.13, and 12.15 hereof shall survive any such termination and shall
be enforceable hereunder.


 


(b)       Nothing
in this Section 11.3 shall relieve Buyer or Seller of any liability for a material breach of this Agreement prior to
the date of termination, the damages recoverable by the non-breaching party shall include all attorneys’ fees reasonably
incurred by such party in connection with the transactions contemplated hereby.


 


11.4       Survival
of Representations and Warranties. Except with respect to (a) the covenants of Buyer, Seller and the Selling Member which are
intended to survive the Closing, (b) Seller’s and the Selling Member’s representations provided for in Section 5.2(a),
5.4 and 5.8 which survive indefinitely, (c) Seller’s and Selling Member’s representations provided for in Sections
5.6, 5.11, 5.14, 5.16 and 5.22 which survive until the applicable statute of limitations expires with respect to claims arising
under such Sections, and (d) Buyer’s representation provided for in Section 6.2 which survives indefinitely, the representations
and warranties of each of the parties hereto shall survive the Closing for a period of twenty-four (24) months.


 


ARTICLE 12


MISCELLANEOUS


 


12.1       Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns;
provided, however, that no assignment shall be made by either party without the prior express written consent of
the other party.


 


12.2       Risk
of Loss. All risk of loss with respect to the Purchased Assets to be transferred hereunder shall remain with Seller until the
transfer of the Purchased Assets and the Business on the Closing Date. Anything to the contrary in this Agreement notwithstanding,
in the event there has been any material damage to or destruction of any of the Purchased Assets prior to the Closing Date and
Buyer elects to consummate the transactions contemplated herein, at Closing, Seller shall assign to Buyer all of Seller’s
right to receive insurance proceeds toward the repair or replacement of such Purchased Assets, if any, and if no such insurance
is in effect or the amount payable thereunder is insufficient to repair or replace any such Purchased Assets, the parties shall
equitably adjust the Purchase Price; provided, however, if any such adjustment would result in a reduction in the Purchase Price
of more than five percent (5%), Seller and the Selling Member’s shall have the option to terminate this Agreement.


 






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12.3       Confidentiality.
All information gained by either party concerning the other as a result of the transactions contemplated hereby (“Confidential
Information”), including the execution and consummation of the transactions contemplated hereby and the terms thereof
and information obtained by Buyer and its representatives in conducting due diligence respecting Seller and the Purchased Assets,
will be kept in strict confidence. All Confidential Information will be used only for the purpose of consummating the transactions
contemplated hereby. Following the Closing, all Confidential Information relating to the Business disclosed by Seller to Buyer
shall become the Confidential Information of Buyer, subject to the restrictions on use and disclosure by Seller imposed under this
Section 12.3. Neither Seller, the Selling Member, nor Buyer shall, without having previously informed the other party about
the form, content and timing of any such announcement, make any public disclosure with respect to the Confidential Information
or transactions contemplated hereby, except:


 


(a)       As
may be required by the Securities Act or the Exchange Act for inclusion in any report required to be disclosed pursuant thereto;
or


 


(b)       As
may be required by applicable Law provided that, in any such event, the party required to make the disclosure will (I) provide
the other party with prompt written notice of any such requirement so that such other party may seek a protective order or other
appropriate remedy, (II) consult with and exercise in good faith all reasonable efforts to mutually agree with the other party
regarding the nature, extent and form of such disclosure, (III) limit disclosure of Confidential Information to what is legally
required to be disclosed, and (IV) exercise its best efforts to preserve the confidentiality of any such Confidential Information;
or


 


(c)       Buyer
may disclose the terms of this Agreement and the transactions contemplated hereby to an actual or prospective underwriter, lender,
investor, partner or agent, subject to a non-disclosure agreement pursuant to which such lender, investor, partner or agent agrees
to be bound by the terms of this Section 12.3; or


 


(d)       Disclosure
to a party’s representatives and advisors in connection with advising such party and preparing its Tax returns.


 


12.4       Expenses.
Each party shall bear its own expenses with respect to the transactions contemplated by this Agreement.


 


12.5       Severability.
Each of the provisions contained in this Agreement shall be severable, and the unenforceability of one shall not affect the enforceability
of any others or of the remainder of this Agreement.


 


12.6       Entire
Agreement. This Agreement may not be amended, supplemented or otherwise modified except by an instrument in writing signed
by all of the parties hereto. This Agreement and the Other Agreements contain the entire agreement of the parties hereto with respect
to the transactions covered hereby, superseding all negotiations, prior discussions and preliminary agreements made prior to the
date hereof.


 






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12.7       No
Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing
herein, express or implied (including Article 10), shall give or be construed to give to any Person, other than the parties
hereto and such permitted assigns, any legal or equitable rights hereunder.


 


12.8       Waiver.
The failure of any party to enforce any condition or part of this Agreement at any time shall not be construed as a waiver of that
condition or part, nor shall it forfeit any rights to future enforcement thereof. Any waiver hereunder shall be effective only
if delivered to the other party hereto in writing by the party making such waiver.


 


12.9       Governing
Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware without
regard to the conflicts of laws provisions thereof.


 


12.10       Headings.
The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute
a part hereof.


 


12.11       Counterparts.
The parties may execute this Agreement in one or more counterparts, and each fully executed counterpart shall be deemed an original.


 


12.12       Further
Documents. Each of Buyer, Seller and the Selling Member shall, and shall cause its respective Affiliates to, at the request
of another party, execute and deliver to such other party all such further instruments, assignments, assurances and other documents
as such other party may reasonably request in connection with the carrying out of this Agreement and the transactions contemplated
hereby.


 


12.13       Notices.
All communications, notices and consents provided for herein shall be in writing and be given in person or by means of facsimile
(with request for assurance of receipt in a manner typical with respect to communications of that type and confirmation by mail),
by overnight courier or by registered or certified mail, and shall become effective: (a) on delivery if given in person; (b)
on the date of transmission if sent by facsimile; (c) one (1) Business Day after delivery to the overnight service; or (d) four
(4) Business Days after being mailed, with proper postage and documentation, for first-class registered or certified mail,
prepaid.


 






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Notices shall be addressed as follows:


 


If to Buyer, to:


 


Alliance MMA, Inc.


590 Madison Avenue, 21st Floor


New York, New York 10022


Attention: Paul K. Danner, III


Phone: (212) 739-7825

Fax: (212) 658-9291


Email: pdanner@alliancemma.com


 


with copies to:


 


Mazzeo Song P.C.


444 Madison Avenue, 4th Floor


New York, NY 10022


Attention: Robert L. Mazzeo, Esq.


Phone: (212) 599-0310


Fax: (212) 599-8400


Email: rmazzeo@mazzeosong.com


 


If to Seller or the Selling Member, to:


 


Ohio Fitness and Martial Arts, LLC


d/b/a IT Fight Series


304 E. Lake Ave.


Bellefontaine, OH 43311


Attention: Mr. Scott Sheeley


Phone: (937) 935-3236


Email: scottsheeley@yahoo.com


 


with copies to:


 


Josh M. Stolly, Esq.


Thompson, Dunlap & Heydinger Ltd.


1111 Rush Ave.


P.O. Box 68


Bellefontaine, OH 43311


Phone: (937) 593-6065


Fax: (410) 547-2432


Email: jstolly@tdhlaw.com


 


provided, however, at the
time of mailing or within three (3) Business Days thereafter there is or occurs a labor dispute or other event that might reasonably
be expected to disrupt the delivery of documents by mail, any communication, notice or consent provided for herein shall be given
in person or by means of facsimile or by overnight courier, and further provide that if any party shall have designated a different
address by notice to the others, then to the last address so designated.


 






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12.14       Schedules.
Buyer and Seller agree that any disclosure in any Schedule attached hereto shall (a) constitute a disclosure only under such specific
Schedule and shall not constitute a disclosure under any other Schedule referred to herein unless a specific cross-reference to
another Schedule is provided or such disclosure is otherwise clear from the context of the disclosure in such Schedule and (b) not
establish any threshold of materiality. Seller or Buyer may, from time to time prior to or at the Closing, by notice in accordance
with the terms of this Agreement, supplement or amend any Schedule, including one or more supplements or amendments to correct
any matter which would constitute a breach of any representation, warranty, covenant or obligation contained herein. No such supplemental
or amended Schedule shall be deemed to cure any breach for purposes of Section 8.2(b). If, however, the Closing occurs, any
such supplement and amendment will be effective to cure and correct for all other purposes any breach of any representation, warranty,
covenant or obligation which would have existed if Seller or Buyer had not made such supplement or amendment, and all references
to any Schedule hereto which is supplemented or amended as provided in this Section 12.14 shall for all purposes at and after
the Closing be deemed to be a reference to such Schedule as so supplemented or amended.


 


12.15       Construction.
The language in all parts of this Agreement shall be construed, in all cases, according to its fair meaning. The parties acknowledge
that each party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Words
in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other
gender as the context requires.


 


12.16       Knowledge.
As used herein, Seller will be deemed to have knowledge of a particular fact or matter only if Scott Sheeley is actually aware
of the fact or matter, or with the exercise of reasonable diligence should have been aware of the fact or mater.


 


12.17       Submission
to Jurisdiction. Each of Buyer, Seller and Selling Member (a) submits to the exclusive jurisdiction of the Court of Chancery
of the State of Delaware (or any other federal or state court in the State of Delaware if it is determined that the Court of Chancery
does not have jurisdiction over such action) in any action or proceeding arising out of or relating to this Agreement, (b) agrees
that all claims in respect of such action or proceeding may be heard and determined only in any such court, and (c) agrees not
to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each party waives any defense
of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that
might be required of the other party with respect thereto. Either party may make service on the other party by sending or delivering
a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section
12.13. Nothing in this Section 12.17, however, shall affect the right of any Party to serve legal process in any other manner permitted
by law.


 


12.18       Waiver
of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH ANY MATTER WHICH
IS THE SUBJECT OF THIS AGREEMENT, THE OTHER AGREEMENTS OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
OR ENFORCEMENT HEREOF.


 


[Signature Page to Asset Purchase Agreement
Follows]


 






    36 


     


    

 


[Signature Page to Asset Purchase Agreement]


 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first
above written.


 


 


 


SELLER:


 


OHIO FITNESS AND MARTIAL ARTS, LLC


 


By:  /s/ Scott Sheeley                  


Name: Scott Sheeley


Title: Managing Member


 


SELLING MEMBER:


 


  /s/ Scott Sheeley                   


Scott Sheeley


 


BUYER:


 


ALLIANCE MMA, INC.


 


 


By:   /s/Paul K. Danner
                      


Name: Paul K. Danner,
III


Title: Chief Executive Officer





 




    37 


     


    

 


EXHIBITS
AND SCHEDULES


 


Exhibits


 





	 	Exhibit A:	Form of Assignment and Assumption Agreement
	 	Exhibit B:	Form of Bill of Sale, Conveyance and Assignment
	 	Exhibit C:	[Intentionally Omitted]
	 	Exhibit D:	Form of Intellectual Property Transfer Agreement
	 	Exhibit E:	Form of Make Good Escrow Agreement
	 	Exhibit F	Form of Non-Competition and Non-Solicitation Agreement
	 	Exhibit G	Form of Trademark License Agreement
	 	Exhibit H	Form of Buyer Officer’s Certificate
	 	Exhibit I	Form of Seller Officer’s Certificate







Schedules


 





	 	Schedule 2.1	Permitted Encumbrances
	 	Schedule 2.1(c)	Equipment
	 	Schedule 2.1(d) 	Assumed Contracts
	 	Schedule 2.1(e)	Real Estate Leases
	 	Schedule 2.1(n)	Additional Assets
	 	Schedule 2.2	Excluded Assets
	 	Schedule 3.4	Allocation of Purchase Price
	 	Schedule 5.3	Equipment and other Purchased Assets
	 	Schedule 5.4	Title
	 	Schedule 5.5	Intellectual Property
	 	Schedule 5.6	Litigation
	 	Schedule 5.7	Required Consents
	 	Schedule 5.10	Contract Exceptions
	 	Schedule 5.12	Scope of Rights in Purchased Assets
	 	Schedule 5.13	Compliance with Laws
	 	Schedule 5.14	Financial Statements
	 	Schedule 5.15	Certain Changes
	 	Schedule 5.16	Employee Plans
	 	Schedule 5.17	Business Employees
	 	Schedule 5.18	Labor Relations
	 	Schedule 5.19	Customers and Suppliers
	 	Schedule 5.20	Conflicts
	 	Schedule 5.21	Fighters Under Contract
	 	Schedule 6.3	Buyer Consents
	 	Schedule 7.1	Compensation Covenant







 







    38 


     


    

 


Schedule 2.1


Permitted Encumbrances


 


None


 




     


     


    

 


Schedule 2.1(c)


Equipment


 


Fighter training
cage and related equipment


Gloves and
show accessories


 




     


     


    

 


Schedule 2.1(d)


Assumed Contracts


 


See Schedule
5.21


 




     


     


    

 


Schedule 2.1(e)


Real Estate
Leases


 


None, however Seller will continue
to store Equipment related to the Business at its facilities at no cost to Buyer.


 




     


     


    

 


Schedule 2.1(n)


Additional Assets


 


None


 




     


     


    

 


Schedule 2.2


Excluded Assets


 


None


 


 




     


     


    

 


Schedule 3.4


Allocation of Purchase Price


 


To be agreed
to and attached at Closing


 




     


     


    

 


Schedule 5.3


Equipment and other Purchased Assets


 


None


 




     


     


    

 


Schedule 5.4


Title


 


None


 




     


     


    

 


Schedule 5.5


Intellectual Property


 


Seller uses certain copyrights
in the IT Fight Series logo and branding materials as well as rights in certain social media platforms such as Facebook and Instagram
which will be conveyed to Buyer at closing.


 




     


     


    

 


Schedule 5.6


Litigation


 


None


 




     


     


    

 


Schedule 5.7


Required Consents


 


The Ohio Athletic Commission will
require the Buyer to obtain a MMA Promotion license in Ohio or may require the Selling Member to amend his license to reflect that
the Business was acquired by the Buyer.


 




     


     


    

 


Schedule 5.10


Contract Exceptions


 


None


 




     


     


    

 


Schedule 5.12


Scope of Rights in Purchased Assets


 


None


 




     


     


    

 


Schedule 5.13


Compliance with Laws


 


None


 




     


     


    

 


Schedule 5.14


Financial Statements


 


None


  




     


     


    

 


Schedule 5.15


Certain Changes


 


None


 




     


     


    

 


Schedule 5.16


Employee Plans


 


None


 




     


     


    

 


Schedule 5.17


Business Employees


 


None. All Business event staff
are 1099 Independent contractors hired on a per event basis.


 




     


     


    

 


Schedule 5.18


Labor Relations


 


None


 




     


     


    

 


Schedule 5.19


Customers and Suppliers


 


None


 




     


     


    

 


Schedule 5.20


Conflicts


 


None


 




     


     


    

 


Schedule 5.21


Fighters Under Multi-Fight Contracts


 


Tim McCavit


Brandon Suber


Rob Walker


Albert Cheng


Tiago Tavares


Tony Castillo


Damonte Robinson


Tray Taylor


Jan Finney


Lloyd Thorton


Devoniere Jackson


Jameson Sharp


Carlo Prater


Chico Bayes


Alex Rozman


Gary Keyfauver


Clint Anderson


 




     


     


    

 


Schedule 6.3


Buyer Consents


 


None


 




     


     


    

 


Schedule 7.1


Compensation Covenant


 


Not Applicable


 




     


     


    

 


Exhibit A


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This ASSIGNMENT AND
ASSUMPTION AGREEMENT dated as of December 9, 2016 is entered into by and among OHIO FITNESS AND MARTIAL ARTS, LLC, a Ohio limited
liability company (“Seller”) and ALLIANCE MMA, INC., a Delaware corporation (“Buyer”) and
is delivered pursuant to, and subject to the terms of, that certain Asset Purchase Agreement, dated as of December 9, 2016 (the
“Asset Purchase Agreement”), by and among Seller, Buyer, and Scott Sheeley, an individual and resident of the
State of Ohio (the “Selling Member”). All capitalized terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Asset Purchase Agreement.


 


WHEREAS, pursuant to
the Asset Purchase Agreement the parties hereto together with the Selling Member have agreed that at the Closing (which Closing
is taking place as of the date hereof), Seller will transfer to Buyer and Buyer will accept and assume, only those liabilities
and obligations of Seller arising from and after the Closing Date under the Assumed Contracts set forth on Schedule 2.1(d) to the
Asset Purchase Agreement.


 


NOW, THEREFORE, subject
to the terms and conditions of the Asset Purchase Agreement and for the consideration set forth therein, Buyer and Seller each
hereby agrees as follows:


 


As of the date hereof,
Seller hereby transfers and assigns to Buyer, and Buyer hereby accepts and assumes those liabilities and obligations of Seller
arising from and after the Closing Date under the Assumed Contracts set forth on Schedule A attached hereto. With the exception
of the liabilities and obligations to be assumed by Buyer pursuant to the preceding sentence, Buyer shall not assume and shall
in no event be liable for any other debts, liabilities or obligations of Seller, whether fixed or contingent, known or unknown,
liquidated or unliquidated, secured or unsecured, or otherwise and regardless of when they arose or arise. In the event of any
inconsistency between the terms hereof and the terms of the Asset Purchase Agreement, the terms of the Asset Purchase Agreement
shall control.


 


 


[Signature Page for Assignment and Assumption
Agreement to follow]


 




     


     


    

 


[Signature Page for Assignment and Assumption
Agreement]


 


 


IN WITNESS WHEREOF, the Assignor and Assignee
have caused this Assignment and Assumption Agreement to be duly executed and authorized as of the date hereof.


 


ASSIGNOR:


 


OHIO FITNESS AND MARTIAL ARTS, LLC


 


By /s/ Scott
Sheeley                             


Name: Scott Sheeley


Title: Managing Member


 


ASSIGNEE:


 


ALLIANCE MMA, INC.


 


 


By: /s/ Paul K.
Danner                        


Name: Paul K. Danner,
III


Title: Chief Executive Officer


 




     


     


    

 


Schedule A


 


Multi-Fight Fighter Agreements with each
of the following professional fighters:


 


Tim McCavit 


Brandon Suber 


Rob Walker 


Albert Cheng 


Tiago Tavares 


Tony Castillo 


Damonte Robinson 


Tray Taylor 


Jan Finney 


Lloyd Thorton 


Devoniere Jackson 


Jameson Sharp 


Carlo Prater 


Chico Bayes 


Alex Rozman 


Gary Keyfauver 


Clint Anderson 


 




     


     


    

 


Exhibit B


 


BILL OF SALE, CONVEYANCE AND ASSIGNMENT


 


THIS BILL OF SALE, CONVEYANCE AND ASSIGNMENT
(this “Instrument”) dated as of December 9, 2016 is entered into by and among OHIO FITNESS AND MARTIAL ARTS,
LLC, a Ohio limited liability company (“Seller”) and ALLIANCE MMA, INC., a Delaware corporation (“Buyer”)
and is delivered pursuant to, and subject to the terms of, that certain Asset Purchase Agreement, dated as of December 9, 2016
(the “Asset Purchase Agreement”), by and among Seller, Buyer, and Scott Sheeley, an individual and resident
of the State of Ohio (the “Selling Member”).


 


NOW, THEREFORE, subject to the terms and
conditions of the Asset Purchase Agreement and for the consideration set forth therein, Buyer and Seller each hereby agrees as
follows:


 


	1.	 	Seller does hereby sell, convey, transfer, assign and deliver to Buyer, all of its right, title and interest in and to the Purchased Assets.
	 	 	 
	2.	 	Notwithstanding anything to the contrary in this Instrument, the Asset Purchase Agreement or in any other document delivered in connection herewith or therewith, the Purchased Assets subject to this Instrument shall expressly exclude the Excluded Assets.
	 	 	 
	3.	 	From time to time, as and when reasonably requested by Buyer, Seller shall execute and deliver all such documents and instruments and shall take, or cause to be taken, all such further or other actions as Buyer may reasonably deem necessary or desirable to more effectively sell, transfer, convey and assign to Buyer all of Seller’s right, title and interest in the Purchased Assets subject to this Instrument.
	 	 	 
	4.	 	This Instrument shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of laws principles of such State.
	 	 	 
	5.	 	To the extent that any provision of this Instrument is inconsistent or conflicts with the Asset Purchase Agreement, the provisions of the Asset Purchase Agreement shall control. Nothing in this Instrument, express or implied, is intended or shall be construed to expand or defeat, impair or limit in any way the rights, obligations, claims or remedies of the parties as set forth in the Asset Purchase Agreement.
	 	 	 
	6.	 	This Instrument may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.


 


[Signature Page to Bill of Sale, Conveyance
and Assignment to Follow]


 




     


     


    

 


[Signature Page to Bill of Sale, Conveyance
and Assignment]


 


IN WITNESS WHEREOF, the parties hereto
have caused this Instrument to be executed by their respective duly authorized officers as of the date first above written.


 


SELLER:


 


OHIO FITNESS AND MARTIAL ARTS, LLC


 


By: /s/ Scott Sheeley                           


Name: Scott Sheeley


Title: Managing Member


 


BUYER:


 


ALLIANCE MMA, INC.


 


 


By: /s/ Paul K.
Danner                         


Name: Paul K. Danner,
III


Title: Chief Executive Officer


 




    2 


     


    

 


Exhibit D


 


INTELLECTUAL PROPERTY TRANSFER AGREEMENT


 


This INTELLECTUAL PROPERTY
TRANSFER AGREEMENT dated as of December 9, 2016 is entered into by and among OHIO FITNESS AND MARTIAL ARTS, LLC, a Ohio limited
liability company (“Assignor”) and ALLIANCE MMA, INC., a Delaware corporation (“Assignee”)
and is delivered pursuant to, and subject to the terms of, that certain Asset Purchase Agreement, dated as of December 9, 2016
(the “Asset Purchase Agreement”), by and among Assignor, Assignee, and Scott Sheeley, an individual and resident
of the State of Ohio (the “Selling Member”).


 


WHEREAS, Assignor has
good and marketable rights and title in and to the patent applications, issued patents, trademarks, trademark applications, copyrights
and copyright applications listed on Schedule 1 attached hereto (the “Intellectual Property”); and


 


WHEREAS, Assignee desires
to acquire Assignor’s rights and title in and to the Intellectual Property and Assignor desires to assign to the Assignee
its rights and title in and to the Intellectual Property.


 


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


 


1.       Assignor
hereby transfers, assigns and otherwise conveys to Assignee, all of Assignor’s rights, title, and interest in, to, and under
the following:


 


A. the patents included in the Intellectual
Property, including, without limitation, any continuations, divisions, continuations-in-part, reissues, reexaminations, extensions
or foreign equivalents thereof, and including, without limitation, the subject matter of all claims that may be obtained therefrom,
and all other corresponding rights that are or may be secured under the laws of the United States or any other jurisdiction, now
or hereafter in effect;


 


B. the copyrights and applications for
registration of copyrights included in the Intellectual Property, and all corresponding rights, including, without limitation,
moral rights, that are or may be secured under the laws of the United States or any other jurisdiction, now or hereafter in effect;
and


 


C. all proceeds of the assets transferred
pursuant to subsections 1(A) and 1(B) above, including, without limitation, the right to sue for, and collect on, (i) any claim
by Assignor against third parties for past, present, or future infringement of the such transferred assets, and (ii) any income,
royalties, or payments due or payable and related exclusively to such transferred assets as of the date of this assignment or thereafter.


 






     


     


    

 


2.       Assignor
authorizes the pertinent officials of the United States Patent and Trademark Office and the United States Copyright Office and
the pertinent official of similar offices or governmental agencies in any applicable jurisdictions outside the United States to
record the transfer of the patents, copyrights and related registrations and applications for registration set forth on Schedule A
to Assignee as assignee of Assignor’s entire rights, title and interest therein. Assignor agrees to further execute any documents
reasonably necessary to effect the assignment specified herein or to confirm Assignee’s ownership of the Intellectual Property.


 


3.       The
terms of the Asset Purchase Agreement are incorporated herein by reference. Except as set forth herein, the rights and obligations
of the Assignor and Assignee set forth in the Asset Purchase Agreement remain unmodified. Capitalized terms used herein or in the
Schedule A hereto but not otherwise defined herein or in the Schedule 1 hereto shall have the respective meanings given
to them in the Asset Purchase Agreement.


 


4.       This
Intellectual Property Transfer Agreement shall be construed and enforced in accordance with and governed by the laws of the State
of Delaware without regard to the conflicts of laws provisions thereof.


 


5.       This
Intellectual Property Transfer Agreement may be executed in any number of counterparts, each of which when executed and delivered
shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.


 


[Signature Page for Intellectual Property
Transfer Agreement to follow]


 




    2 


     


    

 


[Signature Page for Intellectual Property
Transfer Agreement]


 


 


IN WITNESS WHEREOF,
the Assignor and Assignee have caused this Intellectual Property Transfer Agreement to be duly executed and authorized as of the
date hereof.


 


ASSIGNOR:


 


OHIO FITNESS AND MARTIAL ARTS, LLC


 


By: /s/ Scott Sheeley                            


Name: Scott Sheeley


Title: Managing Member


 


ASSIGNEE:


 


ALLIANCE MMA, INC.


 


 


By: /s/ Paul K. Danner                         


Name: Paul K. Danner,
III


Title: Chief Executive Officer


 




    3 


     


    

 


SCHEDULE A


 


PATENTS


 


None


 


COPYRIGHTS


 


Copyrights in all Fighter Promotional Materials,
videos and other audiovisual and multi-media materials together with all other copyrights in and to all the copyrightable materials
included in the Purchased Assets.


 




    4 


     


    

 


Exhibit E


 


MAKE GOOD ESCROW AGREEMENT


 


This Make Good Escrow
Agreement (the “Agreement”), dated as of December 9, 2016 (the “Effective Date”) is entered into
by and among ALLIANCE MMA, INC., a Delaware corporation (“Company”), Scott Sheeley, an individual and resident
of the State of Ohio (the “Selling Member”), and Mazzeo Song P.C., a New York professional corporation (“Escrow
Agent”) and is delivered pursuant to, and subject to the terms of, that certain Asset Purchase Agreement, dated as of
December 9, 2016 (the “Asset Purchase Agreement”), by and among Company, OHIO FITNESS AND MARTIAL ARTS, LLC,
a Ohio limited liability company (“Seller”), and the Selling Member. All capitalized terms not otherwise defined
herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement.


 


WHEREAS, as an inducement
for the Company to enter into the Asset Purchase Agreement, the Selling Member has agreed to place the “Escrow Shares”
(as defined in Section 2 hereto) into escrow for the benefit of the Company in the event the Selling Member fails to satisfy certain
financial thresholds relative to the Business and the Purchased Assets and to satisfy any claims for indemnification pursuant to
Article 10 of the Asset Purchase Agreement.


 


WHEREAS, pursuant to
the requirements of the Asset Purchase Agreement, the Company and the Selling Member have agreed to establish an escrow on the
terms and conditions set forth in this Agreement;


 


WHEREAS, the Escrow
Agent has agreed to act as escrow agent pursuant to the terms and conditions of this Agreement; and


 


NOW, THEREFORE, in
consideration of the mutual promises of the parties and the terms and conditions hereof, the parties hereby agree as follows:


 


1.       Appointment
of Escrow Agent. The Selling Member and the Company hereby appoint Mazzeo Song P.C. as Escrow Agent to act in accordance with
the terms and conditions set forth in this Agreement, and Escrow Agent hereby accepts such appointment and agrees to act in accordance
with such terms and conditions.


 


2.       Establishment
of Escrow. Upon the Closing Date, the Selling Member shall deliver, or cause to be delivered, to the Escrow Agent certificates
evidencing 50,000 shares (the “Escrow Shares”) of the Company’s common stock, par value $0.001 per share
(“Common Stock”) in proportion to their respective ownership interests in Seller as set forth on Exhibit A attached
hereto, along with bank signature stamped stock powers executed in blank or such other signed instrument of transfer acceptable
to the Company’s transfer agent to enable the transfer agent to cancel such Escrow Shares upon instruction from the Company
in accordance with Section 4.


 






     


     


    

 


3.       Representations
of Selling Member. The Selling Member hereby represent and warrant, jointly and severally as follows:


 


(a)       The
Escrow Shares of the Selling Member are validly issued, fully paid and nonassessable shares of the Company, and free and clear
of all pledges, liens and encumbrances.


 


(b)       Performance
of this Agreement and compliance with the provisions hereof will not violate any provision of any applicable law and will not conflict
with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon, any of the properties or assets of any of the Selling Member pursuant
to the terms of any indenture, mortgage, deed of trust or other agreement or instrument binding upon any of the Selling Member,
other than such breaches, defaults or liens which would not have a material adverse effect taken as a whole.


 


4.       Cancellation
of Escrow Shares for Failure to Attain 2017 Guaranteed Gross Profit.


 


2017 Guaranteed
Gross Profit. The Selling Member agrees that in the event that the earnings before interest, taxes, depreciation, and amortization
attributable to the Business and the Purchased Assets and included in earnings before income taxes in Buyer’s Annual Report
on Form 10-K for the fiscal year ending December 31, 2017, as filed with the Commission, is less than $107,143 (the “2017
Guaranteed Gross Profit”), the Escrow Agent will, upon receipt of the Target Gross Profit Notice from the Company, transfer
the Escrow Shares together with the stock powers and other transfer instruments to the Company’s transfer agent with instructions
that the Escrow Shares will be cancelled and returned to treasury. In the event that earnings before interest, taxes, depreciation,
and amortization attributable to the Business and the Purchased Assets and included in earnings before income taxes in Buyer’s
Annual Report on Form 10-K for the fiscal year ending December 31, 2017, as filed with the Commission, is equal to or greater than
the 2017 Guaranteed Gross Profit, no cancellation of the Escrow Shares shall be required by the Selling Member under this Section
4 and subject to any claim for indemnification made under Article 10 of the Asset Purchase Agreement as provided in Section 5,
such Escrow Shares shall be returned to the Selling Member (and if the Escrow Agent has no address to which to deliver them, then
to the Company) in accordance with this Agreement. The Escrow Agent need only rely on the Target Gross Profit Notice from the Company
in this regard and notwithstanding anything to the contrary contained herein will disregard any contrary instructions.


 


5.       Cancellation
of Escrow Shares to Satisfy Indemnification Claims.


 


(a)       Indemnification.
An Claim for Losses to be paid from the Escrow Shares pursuant to Article 10 of the Asset Purchase Agreement may be made only if
the Company delivers to the Selling Member (with a copy to the Escrow Agent) by the deadline for submitting such a Claim under
the Asset Purchase Agreement (the “Indemnity Termination Date”) a Claim Notice that sets forth in reasonable
detail the specific facts and circumstances giving rise to such claim and a good faith estimate of the dollar amount of the Losses
for which the Indemnified Party claims it is entitled to indemnification pursuant to the terms of the Asset Purchase Agreement
(the “Claimed Amount”). Within thirty (30) days after delivery of a Claim Notice, the Selling Member shall deliver
to the Company a written response in which the Selling Member shall: (A) agree that the Company is entitled to receive all of the
Claimed Amount (in which case such response shall be accompanied by delivery to the Escrow Agent of the Selling Member’s
acceptance of terms of the Claim Notice), (B) agree in a “Counter Notice” that the Company is entitled to receive
part, but not all, of the Claimed Amount (the “Agreed Amount”), or (C) contest that the Company is entitled
to receive any of the Claimed Amount including the reasons therefor. If the Indemnifying Party in the Counter Notice or otherwise
contest the payment of all or part of the Claimed Amount, the Company and the Selling Member shall use good faith efforts to resolve
such dispute. If such dispute is not resolved within sixty (60) days following the delivery by the Selling Member of such response,
the Company and the Selling Member shall have the right to submit such dispute to a court of competent jurisdiction in accordance
with the provisions of Section 12.17 of the Assets Purchase Agreement.


 






    2 


     


    

 


(b)       If
no Counter Notice is received by the Escrow Agent, or if the Company accepts the Selling Member’s Agreed Amount in the Counter
Notice, in either case within such thirty (30) day period, then the Claimed Amount or the Agreed Amount claimed in the applicable
Claim Notice or Counter Notice shall be deemed established for purposes of this Escrow Agreement, and, at the end of such thirty
(30) day period, the Escrow Agent shall promptly deliver to the Company’s transfer agent (with instructions that the shares
so transferred are to be cancelled and returned to treasury) a number of shares of Common Stock from the Escrow Shares with a Market
Value (as defined below) as of the date of the Claim Notice or Counter Notice equal to the Claimed Amount or the Agreed Amount
as the case may. The “Market Value” of a share of Common Stock as of any day shall be equal to average of the
Company Stock Prices over the twenty consecutive NASDAQ trading days (or, if the Company Common Stock is not traded on the NASDAQ
Capital Market, such number of trading days on any other exchange or market on which the Company Common Stock is then trading)
ending on and including the second full trading day preceding such day.


 


(c)       If
a Counter Notice is given by the Selling Member within thirty (30) days after delivery of a Claim Notice and the Company and the
Selling Member are unable to agree upon the Agreed Amount the parties shall use good faith efforts to resolve such dispute. If
such dispute is not resolved within sixty (60) days following the delivery by the Selling Member of the Counter Notice the Company
and the Selling Member shall have the right to submit such dispute to a court of competent jurisdiction in accordance with the
provisions of Section 12.17 of the Assets Purchase Agreement. In such case the Escrow Agent shall deliver to the Company’s
transfer agent (with instructions that the shares so transferred are to be cancelled and returned to treasury) the appropriate
number of shares of Common Stock with a Market Value as of the date of the Claim Notice or Counter Notice equal to the Claimed
Amount or the Agreed Amount as the case may from the Escrow Shares in respect of such Claim only in accordance with (A) joint written
instructions of the Company and the Selling Member, or (B) a final judgment with no further right to appeal, upon an award rendered
by a court of competent jurisdiction.


 






    3 


     


    

 


(d)       If
the Selling Member and the Company reach a settlement with respect to any Claim made by the Company or if the number of shares
of Common Stock to be cancelled in respect of a Claim is determined through a judgment not subject to appeal as provided in Section
5(c), the Selling Member and the Company shall jointly deliver written notice of such settlement or judgment to the Escrow Agent,
including (if applicable) instructions to the Escrow Agent to deliver to the Company’s transfer agent the appropriate number
of shares of Common Stock with the relevant Market Value equal to the amount of such settlement or judgment (with instructions
that the shares so transferred are to be cancelled and returned to treasury), and the Escrow Agent shall act promptly in accordance
with such instructions.


 


(e)       To
the extent the Escrow Agent is otherwise required hereunder to transfer a fractional share of Common Stock to the Company transfer
agent, the Escrow Agent shall round such fractional share to the nearest whole share, with one half of such share being rounded
downward.


 


(g)       The
Company shall cause its stock transfer agent to cooperate with the Escrow Agent, at the Company’s expense, in connection
with this Agreement.


 


6.       Duration.
This Agreement shall terminate on the earlier of the 24-month anniversary of the Effective Date or cancellation of all the Escrow
Shares. Upon termination of this Agreement any remaining Escrow Shares will be returned to the Selling Member within ten (10)
Business Days to the address set forth on Exhibit A. The Company agrees to provide the Escrow Agent written notice of the filing
with the Commission of any financial statements or reports referenced herein.


 


7.       Escrow
Shares. Until such time as (if at all) the Escrow Shares are required to be cancelled pursuant to the Asset Purchase Agreement
and in accordance with this Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to
the Escrow Shares shall be retained by the Selling Member. Should the Escrow Agent receive dividends or voting materials, such
items shall be passed immediately on to the Selling Member and shall not be invested or held for any time longer than is needed
to effectively re-route such items to the Selling Member.


 


8.       Interpleader.
Should any controversy arise among the parties hereto with respect to this Agreement or with respect to the right to cancel or
receive the Escrow Shares, the Escrow Agent shall have the right to consult counsel and/or to institute an appropriate interpleader
action to determine the rights of the parties. Escrow Agent is also each hereby authorized to institute an appropriate interpleader
action upon receipt of a written letter of direction executed by the parties so directing the Escrow Agent. If Escrow Agent is
directed to institute an appropriate interpleader action, it shall institute such action not prior to thirty (30) days after receipt
of such letter of direction and not later than sixty (60) days after such date. Any interpleader action instituted in accordance
with this Section 7 shall be filed in any court of competent jurisdiction in the State of New York, and the Escrow Shares in dispute
shall be deposited with the court and in such event Escrow Agent shall be relieved of and discharged from any and all obligations
and liabilities under and pursuant to this Agreement with respect to the Escrow Shares and any other obligations hereunder.


 






    4 


     


    

 


9.       Exculpation
and Indemnification of Escrow Agent.


 


(a)       Escrow
Agent is not a party to, and is not bound by or charged with notice of any agreement out of which this escrow may arise. Escrow
Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency,
correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of
any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice. Escrow
Agent will have no duties or responsibilities other than those expressly set forth herein. Escrow Agent will be under no liability
to anyone by reason of any failure on the part of any party hereto (other than Escrow Agent) or any maker, endorser or other signatory
of any document to perform such Person’s obligations hereunder or under any such document. Except for this Agreement and
instructions to Escrow Agent pursuant to the terms of this Agreement, Escrow Agent will not be obligated to recognize any agreement
between or among any or all of the Persons referred to herein, notwithstanding its knowledge thereof. In the event of any actual
or alleged mistake or fraud of the Company, its auditors, the Selling Member or any other Person (other than Escrow Agent) in connection
with any information provided to the Escrow Agent hereunder, Escrow Agent shall have no obligation or liability to any party hereunder.


 


(b)       Escrow
Agent will not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, absent gross
negligence or willful misconduct. Escrow Agent may rely conclusively on, and will be protected in acting upon, any order, notice,
demand, certificate, or opinion or advice of counsel (including counsel chosen by Escrow Agent), statement, instrument, report
or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as
to the truth and acceptability of any information therein contained) which is reasonably believed by Escrow Agent to be genuine
and to be signed or presented by the proper Person or Persons. The duties and responsibilities of the Escrow Agent hereunder shall
be determined solely by the express provisions of this Agreement and no other or further duties or responsibilities shall be implied,
including, but not limited to, any obligation under or imposed by any laws of the State of New York upon fiduciaries.


 


(c)       The
Company and the Selling Member each hereby, jointly and severally, indemnify and hold harmless Escrow Agent and its principals,
partners, agents, employees and affiliates from and against any expenses, including reasonable attorneys’ fees and disbursements,
damages or losses suffered by Escrow Agent in connection with any claim or demand, which, in any way, directly or indirectly, arises
out of or relates to this Agreement or the services of Escrow Agent hereunder; except, that if Escrow Agent is guilty of willful
misconduct, gross negligence or fraud under this Agreement, then Escrow Agent will bear all losses, damages and expenses arising
as a result of such willful misconduct, gross negligence or fraud. Promptly after the receipt by Escrow Agent of notice of any
such demand or claim or the commencement of any action, suit or proceeding relating to such demand or claim, Escrow Agent will
notify the other parties hereto in writing. For the purposes hereof, the terms “expense” and “loss” will
include all amounts paid or payable to satisfy any such claim or demand, or in settlement of any such claim, demand, action, suit
or proceeding settled with the express written consent of the parties hereto, and all costs and expenses, including, but not limited
to, reasonable attorneys’ fees and disbursements, paid or incurred in investigating or defending against any such claim,
demand, action, suit or proceeding. The provisions of this Section 8 shall survive the termination of this Agreement.


 






    5 


     


    

 


10.       Compensation
of Escrow Agent. Escrow Agent shall be entitled to $10,000 as compensation for its services as Escrow Agent hereunder, which
compensation shall be paid by the Company. The fee agreed upon for the services rendered hereunder is intended as full compensation
for Escrow Agent’s services as contemplated by this Agreement; provided, however, that in the event that Escrow Agent renders
any material service not contemplated in this Agreement, or there is any assignment of interest in the subject matter of this Agreement,
or any material modification hereof, or if any material controversy arises hereunder, or Escrow Agent is made a party to any litigation
pertaining to this Agreement, or the subject matter hereof, then Escrow Agent shall be reasonably compensated by the Company for
such extraordinary services and reimbursed for all costs and expenses, including reasonable attorney’s fees, occasioned by
any delay, controversy, litigation or event, and the same shall be recoverable from the Company. Prior to incurring any costs and/or
expenses in connection with the foregoing sentence, Escrow Agent shall be required to provide written notice to the Company of
such costs and/or expenses and the relevancy thereof and Escrow Agent shall not be permitted to incur any such costs and/or expenses
prior to receiving written approval from the Company, which approval shall not be unreasonably withheld.


 


11.       Resignation
of Escrow Agent. At any time, upon ten (10) Business Days’ written notice to the Company, Escrow Agent may resign
and be discharged from its duties as Escrow Agent hereunder. As soon as practicable after its resignation, Escrow Agent will promptly
turn over to a successor escrow agent appointed by the Company the Escrow Shares held hereunder upon presentation of a document
appointing the new escrow agent and evidencing its acceptance thereof. If, by the end of the 10-day period following the giving
of notice of resignation by Escrow Agent, the Company shall have failed to appoint a successor escrow agent, Escrow Agent may interplead
the Escrow Shares into the registry of any court having jurisdiction.


 


12.       Records.
Escrow Agent shall maintain accurate records of all transactions hereunder. Promptly after the termination of this Agreement or
as may reasonably be requested by the parties hereto from time to time before such termination, Escrow Agent shall provide the
parties hereto, as the case may be, with a complete copy of such records, certified by Escrow Agent to be a complete and accurate
account of all such transactions. The authorized representatives of each of the parties hereto shall have access to such books
and records at all reasonable times during normal business hours upon reasonable notice to Escrow Agent and at the requesting party’s
expense.


 






    6 


     


    

 


13.       Notice.
All notices, communications and instructions required or desired to be given under this Agreement must be in writing and shall
be deemed to be duly given if sent by registered or certified mail, return receipt requested, or overnight courier, to the addresses
set forth in the Asset Purchase Agreement or provided to the Escrow Agent in writing under separate cover.


 


14.       Execution
in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


15.       Assignment
and Modification. This Agreement and the rights and obligations hereunder of any of the parties hereto may not be assigned
without the prior written consent of the other parties hereto. Subject to the foregoing, this Agreement will be binding upon and
inure to the benefit of each of the parties hereto and their respective successors and permitted assigns. No other Person will
acquire or have any rights under, or by virtue of, this Agreement. No portion of the Escrow Shares shall be subject to interference
or control by any creditor of any party hereto, or be subject to being taken or reached by any legal or equitable process in satisfaction
of any debt or other liability of any such party hereto prior to the cancellation or disbursement thereof to such party hereto
in accordance with the provisions of this Agreement. This Agreement may be amended or modified only in writing signed by all of
the parties hereto.


 


16.       Applicable
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving
effect to the principles of conflicts of laws thereof.


 


17.       Headings.
The headings contained in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.


 


18.       Attorneys’
Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the
provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees from the other
party (unless such other party is the Escrow Agent), which fees may be set by the court in the trial of such action or may be enforced
in a separate action brought for that purpose, and which fees shall be in addition to any other relief that may be awarded.


 


[Signature Page to Make Good Escrow Agreement
Follows]


 




    7 


     


    

 


[Signature Page to Make Good Escrow Agreement]


 


IN WITNESS WHEREOF,
the parties have duly executed this Agreement as of the date set forth opposite their respective names.


 


ESCROW AGENT:


 


Mazzeo Song P.C.


 


By:  /s/ Robert L. Mazzeo                    


Name: Robert L. Mazzeo,
Esq.


Title: Partner


 


SELLING MEMBER:


 


  /s/ Scott
Sheeley                                


Scott Sheeley


 


COMPANY:


 


ALLIANCE MMA, INC.


 


 


By:  /s/ Paul K. Danner                        


Name: Paul K. Danner,
III


Title: Chief Executive
Officer


 




    8 


     


    

 


Exhibit A


 


The table below represents the number of
Escrow Shares deposited with the Escrow Agent by the Selling Member and subject to cancellation in accordance with the operation
of Sections 4 and Section 5 of the attached Agreement.


 


	Selling Member Name and Address	Number of Shares Deposited into Escrow
	 	 
	 	 


  




    9 


     


    

 


EXHIBIT F


 


NON-COMPETITION AND NON-SOLICITATION AGREEMENT


 


THIS NON-COMPETITION
AND NON-SOLICITATION AGREEMENT (the “Agreement”), dated as of December 9, 2016 (the “Effective Date”)
is entered into by and between ALLIANCE MMA, INC., a Delaware corporation (“Company”) and Scott Sheeley, an
individual and resident of the State of Ohio (the “Selling Member”).


 


WHEREAS, the Company,
OHIO FITNESS AND MARTIAL ARTS, LLC, a Ohio limited liability company (“Seller”), and the Selling Member are
parties to that certain Asset Purchase Agreement, dated as of December 9, 2016 (the “Asset Purchase Agreement”)
pursuant to which the Company acquired substantially all the assets of Seller’s business (as more particularly defined in
the Asset Purchase Agreement, the “Business”);


 


WHEREAS, the execution
and delivery of this Agreement by Selling Member was a condition to the purchase by the Company of the Business and consummation
of the other transactions contemplated by the Asset Purchase Agreement;


 


WHEREAS, also in connection
with purchase by the Company of the Business and consummation of the other transactions contemplated by the Asset Purchase Agreement,
the Selling Member has been offered employment by the Company, and the Selling Member will have access to and be instrumental in
developing and implementing critical aspects of the Company’s strategic business plan; and


 


WHEREAS, the Selling
Member is an owner of capital stock or options to acquire the capital stock of the Company and will otherwise personally benefit
from the transactions contemplated by this Agreement.


 


NOW, THEREFORE, in
consideration of (i) the Company entering into the Asset Purchase Agreement, (ii) the employment or continued employment of the
Selling Member by the Company, and (iii) the continued receipt and access to confidential, proprietary, and trade secret information
associated with the Selling Member’s position with the Company, the Selling Member and the Company agree as follows:


 


1.       Confidentiality.
Selling Member understands and agrees that in the course of providing services to the Company, Selling Member may acquire confidential
and/or proprietary information concerning the Company’s operations, its future plans and its methods of doing business. Selling
Member understands and agrees it would be extremely damaging to the Company if Selling Member disclosed such information to a competitor
or made such information available to any other person. Selling Member understands and agrees that such information is divulged
to Selling Member in strict confidence and Selling Member understands and agrees that Selling Member shall not use such information
other than in connection with the Business and will keep such information secret and confidential unless disclosure is required
by court order or otherwise by compulsion of law. In view of the nature of Selling Member’s employment with the Company and
the information that Selling Member has received during the course of Selling Member’s employment, Selling Member also agrees
that the Company would be irreparably harmed by any violation, or threatened violation of the agreements in this paragraph and
that, therefor, the Company shall be entitled to an injunction prohibiting Selling Member from any violation or threatened violation
of such agreements.


 






     


     


    

 


2.       Non-Competition
and Non-Solicitation. The Selling Member acknowledges and agrees that the nature of the Company’s confidential, proprietary,
and trade secret information to which the Selling Member has, and will continue to have, access to derives value from the fact
that it is not generally known and used by others in the highly competitive industry in which the Company competes. The Selling
Member further acknowledges and agrees that, even in complete good faith, it would be impossible for the Selling Member to work
in a similar capacity for a competitor of the Company without drawing upon and utilizing information gained during employment with
the Company. Accordingly, at all times during the Selling Member’s employment with the Company and for a period of three
(3) years after termination, for any reason, of such employment, the Selling Member will not, directly or indirectly:


 


(a) Engage in any business
or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the
holder of not more than one percent (1%) of the outstanding capital stock of a company) that directly or indirectly competes with
the Company’s business or the business of any of its subsidiaries anywhere in the United States, including but not limited
to any business or enterprise that develops, manufactures, markets, or sells any product or service that competes with any product
or service developed, manufactured, marketed or sold, or planned to be developed, manufactured, marketed or sold, by the Company
or any of its subsidiaries while the Selling Member was employed by the Seller or the Company; or


 


(b) Either alone or
in association with others (i) solicit, or facilitate any organization with which the Selling Member is associated in soliciting,
any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; (ii) solicit
for employment, hire or engage as an independent contractor, or facilitate any organization with which the Selling Member is associated
in soliciting for employment, hire or engagement as a independent contractor, any person who was employed by the Company or any
of its subsidiaries at any time during the term of the Selling Member’s employment with the Seller or the Company or any
of their respective subsidiaries (provided, that this clause (ii) shall not apply to any individual whose employment with the Seller,
the Company or any of its subsidiaries has been terminated for a period of one year or longer); or (iii) solicit business from
or perform services for any customer, supplier, licensee or business relation of the Seller or the Company or any of their respective
subsidiaries, induce or attempt to induce, any such entity to cease doing business with the Company or any of its subsidiaries;
or in any way interfere with the relationship between any such entity and the Company or any of its subsidiaries.


 






    2 


     


    

 


(c) Notwithstanding
the foregoing, nothing contained in this Agreement shall preclude the Selling Member from training mixed martial arts fighters.


 


3.       Return
of Property. Selling Member understands and agrees that all business information, files, research, records, memoranda, books,
lists and other documents and tangible materials, including computer disks, and other hardware and software that he receives during
his employment, whether confidential or not, are the property of the Company, and that, upon the termination of his services, for
whatever reason, he will promptly deliver to the Company all such materials, including copies thereof, in his possession or under
his control. Any analytical templates, books, presentations, reference materials, computer disks and other similar materials already
rightfully owned by the Selling Member prior to the Effective Date shall remain the property of the Selling Member and any copies
thereof obtained by or provided to the Company shall be returned or destroyed in a manner similar acceptable to the Selling Member.


 


4.       Not
Employment Contract. The Selling Member acknowledges that this Non-Competition and Non-Solicitation Agreement does not constitute
a contract of employment and, except as set forth in a written employment agreement between the parties, does not guarantee hat
the Company or any of its subsidiaries will continue his employment for any period of time or otherwise change the at-will nature
of his employment.


 


5.       Interpretation.
If any restriction set forth in Section 2 is found by any court of competent jurisdiction to be invalid, illegal, or unenforceable,
it shall be modified to the minimum extent necessary to render the modified restriction valid, legal and enforceable. The parties
intend that the non-competition and non-solicitation provisions contained in this Agreement shall be deemed to be a series of separate
covenants, one for each and every county of each and every state of the United States of America where this provision is intended
to be effective.


 


6.       Severability.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.


 


7.       Waiver
of Rights. No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that
or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not
be construed as a bar to or waiver of any right on any other occasion.


 


8.       Equitable
Remedies. The restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the
Company and its subsidiaries and are considered by the Selling Member to be reasonable for such purpose. The Selling Member agrees
that any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and therefor, in the event
of any such breach, the Selling Member agrees that the Company, in addition to such other remedies that may be available, shall
be entitled to specific performance and other injunctive relief.


 






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9.       Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any action, suit,
or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement
shall be commenced only in a court of the State of Delaware (or, if appropriate, a federal court located within Delaware), and
the Company and the Selling Member each consents to the jurisdiction of such a court.


 


10.       Term.
This Agreement shall be effective on the Effective Date. This Agreement shall expire on December 9, 2019, provided the obligations
of the Selling Member under Sections 2 shall survive for a period of three (3) years after expiration or termination. Notwithstanding
the foregoing the obligations of the Selling Member under Sections 1 and 3 shall survive indefinitely.


 


THE SELLING MEMBER ACKNOWLEDGES THAT HE
HAS CAREFULLY READ THIS AGREEMENT, HAS SOUGHT INDEPENDENT COUNSEL TO ADVISE HIM AS TO THE NATURE AND EXTENT OF HIS OBLIGATIONS
HEREUNDER AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.


 


[Signature Page to Non-Competition And
Non-Solicitation Agreement Follows]


 




    4 


     


    

 


[Signature Page to Non-Competition And
Non-Solicitation Agreement]


 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.


 


 


COMPANY:


 


ALLIANCE MMA, INC.


 


 


By:  /s/ Paul K. Danner                        


Name: Paul K. Danner,
III


Title: Chief Executive Officer


 


SELLING MEMBER:


 


 


By: /s/ Scott Sheeley                           


Scott Sheeley


 




    5 


     


    

 


Exhibit G


 


TRADEMARK LICENSE AGREEMENT


 


This TRADEMARK LICENSE
AGREEMENT (“Agreement”) dated as of December 9, 2016 is entered into by and among OHIO FITNESS AND MARTIAL ARTS, LLC,
a Ohio limited liability company (“Licensor”) and ALLIANCE MMA, INC., a Delaware corporation (“Licensee”)
and is delivered pursuant to, and subject to the terms of, that certain Asset Purchase Agreement, dated as of December 9, 2016
(the “Asset Purchase Agreement”), by and among Licensor, Licensee, and Scott Sheeley, an individual and resident
of the State of Ohio (the “Selling Member”). All capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Asset Purchase Agreement.


 


WHEREAS, Licensor asserts
that it is the sole and exclusive owner of the name “IT Fight Series” and all logos, trademarks and service marks attendant
thereto (the “Licensed Marks”).


 


WHEREAS, in connection
with the Asset Purchase Agreement, Licensor agreed to grant Licensee an exclusive license for use and exploitation of the Licensed
Marks in connection with the Business as more particularly set forth herein.


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants, agreements and provisions herein contained, the parties hereto, intending to
be legally bound, hereby agree as follows:


 


ARTICLE 1


TERM AND TERMINATION 


 


1.1       Term.
The term of this Agreement and the rights granted and obligations assumed hereto, shall commence on the Closing Date and shall
endure and remain in full force in perpetuity.


 


1.2       Termination.
Notwithstanding anything contained in Section 1.1 to the contrary, this Agreement may be terminated at any time as follows:


 


		(a)	with the mutual consent of Licensor and Licensee;



 


(b)       by
Licensor, if it is not then in material breach of its obligations under the Asset Purchase Agreement and if (A) any of Licensee’s
representations and warranties contained in the Asset Purchase Agreement shall be inaccurate such that the condition set forth
in Section 8.1(b) of the Asset Purchase Agreement would not be satisfied, or (B) any of Licensee’s covenants contained in
this Agreement shall have been breached such that the condition set forth in Section 8.1(a) of the Asset Purchase Agreement would
not be satisfied; provided, however, that Licensor shall not terminate this Agreement under this Section on account of any breach
or inaccuracy that is curable by Licensee unless Licensee fails to cure such inaccuracy or breach within ten (10) Business Days
after receiving written notice from Licensor of such inaccuracy or breach.


 






     


     


    

 


ARTICLE 2


LICENSE GRANT AND RIGHTS


 


2.1       License.


 


(a)       Licensor
hereby grants to Licensee and Licensee hereby accepts from Licensor, subject to the terms and conditions hereinafter set forth,
a non-transferrable, exclusive, perpetual, royalty free, fully paid up, worldwide license to use and commercially exploit the Licensed
Marks in connection with the Purchased Assets and the Business.


 


(b)       The
license granted in Section 2.1(a) above shall extent to the use of any of the Licensed Marks in connection with the distribution
or other commercialization of any photograph, video, television broadcast, online distribution, electronic gamming, or other form
of audio visual media format or transmission now known or in the future conceived, bearing the Licensed Marks.


 


2.2       Bankruptcy;
Abandonment. As sole and exclusive owner of the Licensed Marks, Licensor agrees that in the event of bankruptcy, or appointment
of a receiver or trustee for conserving or distributing its assets for the benefit of creditors the Licensed Marks shall, without
notice, become the sole and exclusive property of Licensee, as of ninety-one (91) days prior to such event, and any and all rights
of every kind and nature of Licensor in and to the Licensed Marks shall terminate.


 


ARTICLE 3


ENFORCEMENT OF RIGHTS


 


3.1       Joint
Enforcement. Upon discovery of any infringement of the Licensed Marks at the option of either Licensor or Licensee, appropriate
legal action in connection therewith shall be undertaken either jointly or separately by Licensor and Licensee. In the event that
such action is taken jointly, each party shall contribute equally to the expenses of any such action. If any damages for infringement
are awarded by a final decree or judgment to Licensor and Licensee, then after deducting all expenses arising from the litigation
and reimbursing each contributing party for its contributions, the remainder shall be divided equally among the contributing parties.


 


3.2       Independent
Enforcement. If one party shall not wish to join or continue in any such action, but the other party shall wish to institute
or continue such action, said one party shall render all reasonable assistance to the other party in connection therewith at said
other party’s expense and said other party shall be entitled to retain all recoveries with respect to such action.


 






    2 


     


    

 


ARTICLE 4


REPRESENTATIONS AND WARRANTIES OF LICENSOR


 


Licensor hereby represents and warrants
to Licensee as follows:


 


4.1       Ownership.
Licensor is the sole and exclusive owner of the Licensed Marks.


 


4.2       Authority.
Licensor is authorized to grant the rights conferred hereby.


 


4.3       No
Violation. The execution and delivery of this Agreement, the granting of the rights contained herein and the use of the Licensed
Marks in accordance with the terms of this Agreement, will not violate any laws or regulations or violate or invalidate any agreement
or documents to which Licensor is a party and by which Licensor is bound or to which the Licensed Marks is subject.


 


4.4       No
Other Grants. To knowledge of Licensor, no person or entity is entitled to any claim for compensation from Licensee for the
use of the Licensed Marks in accordance with the terms and conditions of this Agreement, and no Person or entity has been granted
any right in or to the Licensed Marks or any part hereof, anywhere in the world.


 


4.5       Infringement.
The Licensed Marks are not the subject of any pending adverse claim or, to the knowledge of Licensor, the subject of any threatened
litigation or claim of infringement or misappropriation. To Licensor’s knowledge, the Licensed Marks do not infringe on any
Intellectual Property Rights of any third party.


 


ARTICLE 5


MISCELLANEOUS


 


5.1       Incorporation
by Reference. Sections 12.1, 12.3, 12.5,12.7 through 12.13, 12.15, 12.17 and 12.18 of the Asset Purchase Agreement are hereby
incorporate by reference provided that all references to Seller shall be deemed to refer to Licensor and all references to Buyer
shall be deemed to refer to Licensee.


 


[Signature Page to Trademark License
Agreement Follows]


 




    3 


     


    

 


[Signature Page to Trademark License
Agreement]


 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first
above written.


 


LICENSOR:


 


OHIO FITNESS AND MARTIAL ARTS, LLC


 


By: /s/ Scott Sheeley                            


Name: Scott Sheeley


Title: Managing Member


 


 


LICENSEE:


 


ALLIANCE MMA, INC.


 


 


By:  /s/ Paul K. Danner                        


Name: Paul K. Danner,
III


Title: Chief Executive
Officer


  




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Exhibit H


OFFICER’S CERTIFICATE


OF


ALLIANCE MMA, INC.


 


Reference is made to that certain ASSET
PURCHASE AGREEMENT (the “Agreement”), dated as of December 9, 2016 (the “Effective Date”)
by and among OHIO FITNESS AND MARTIAL ARTS, LLC, a Ohio limited liability company (“Seller”), ALLIANCE MMA,
INC., a Delaware corporation (“Buyer”), and Scott Sheeley, an individual and resident of the State of Ohio (the
“Selling Member”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given
to them in the Agreement.


 


The undersigned hereby certifies, on behalf of the Buyer on
the Closing Date, that:


 


(a)       he
is the Chief Executive Officer of Buyer, and


 


(b)       each
of the conditions specified in clauses (a) through (f) of Section 8.1 of the Agreement are satisfied in all respects.


 


(c)       the
representations and warranties of Buyer contained in Article 6 of Agreement that are qualified as to materiality are true and correct,
and all other representations and warranties of Seller contained in Article 5 of the Agreement are true and correct except for
breaches of, or inaccuracies in, such representations and warranties that, in the aggregate, would not have a material adverse
effect on the expected benefits to Seller or the Selling Member of the transactions contemplated by the Agreement taken as a whole.


 


 


Dated as of December 9, 2016.


 


 


ALLIANCE MMA, INC.


 


 


By: /s/ Paul K. Danner                         


Name: Paul K. Danner,
III


Title: Chief Executive Officer


  




     


     


    

 


Exhibit I


 


OFFICER’S CERTIFICATE


OF


OHIO FITNESS AND MARTIAL ARTS, LLC


 


Reference is made to that certain ASSET
PURCHASE AGREEMENT (the “Agreement”), dated as of December 9, 2016 (the “Effective Date”)
by and among OHIO FITNESS AND MARTIAL ARTS, LLC, a Ohio limited liability company (“Seller”), ALLIANCE MMA,
INC., a Delaware corporation (“Buyer”), and Scott Sheeley, an individual and resident of the State of Ohio (the
“Selling Member”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given
to them in the Agreement.


 


The undersigned hereby certifies, on behalf of the Seller on
the Closing Date, that:


 


(a)       he
is the Managing Member of Seller, and


 


(b)       each
of the conditions specified in clauses (a) through (j) of Section 8.2 of the Agreement are satisfied in all respects.


 


(c)       the
representations and warranties of Seller and the Selling Member contained in Article 5 of Agreement that are qualified as to materiality
are true and correct, and all other representations and warranties of Seller and the Selling Member contained in Article 5 of the
Agreement are true and correct except for breaches of, or inaccuracies in, such representations and warranties that, in the aggregate,
would not have a material adverse effect on the expected benefits to Buyer of the transactions contemplated by the Agreement taken
as a whole.


 


 


Dated as of December 9, 2016.


 


 


OHIO FITNESS AND MARTIAL ARTS, LLC


 


By: /s/ Scott Sheeley                           


Name: Scott Sheeley


Title: Managing Member