Exhibit 10.1


 


 





ASSET PURCHASE AGREEMENT


 


This
ASSET PURCHASE AGREEMENT is dated May 29, 2015 (this “Agreement”) by and between, MOMENTOUS HOLDINGS CORP., (the “Purchaser”)
and JAMES HORAN (the “Seller”). 


 


WHEREAS, Buyer desires
to purchase from Seller, and Seller desires to sell to Buyer, all Seller's rights, title and interest, if any, in and to certain
assets on the terms described below.


 


NOW, THEREFORE, the
parties agree as follows:


 


1. Purchase of Assets.


 


Subject to the provisions of this Agreement, Buyer agrees to
purchase, and Seller agrees to sell, all Seller's rights, title and interest, if any, in and to the Purchased Assets, as defined
in this paragraph, used in the Seller’s business, of designing and creating apps, currently consisting of Muscle Manager
and Muscle Manager Pro (the “Business”). The purchase price for the Purchased Assets shall be 500,000 restricted
shares of Momentous Holdings Corp. ("Purchase Price").


 


"Purchased Assets" means, collectively all
tangible property, including but not limited to, furniture, fixtures, machinery, equipment, tools, and inventory ("Inventory"),
and the following intangible property: all right, title and interest of Seller, if any, under leases of personal property and equipment
for the Business, intellectual property (including, without limitation, trademarks, tradenames, and service marks), telephone numbers
and telephone listings, insurance policies, trade accounts receivable ("Accounts"), promissory notes arising from
Accounts, all causes of action related to the Purchased Assets, contingent and unliquidated claims, counterclaims and rights to
setoff claims related to the Purchased Assets, customer lists, goodwill and other intangible property related to the Business on
the Closing Date.


 


2. Payment of Purchase Price.


 


Buyer shall deliver to Seller 500,000 restricted shares of Momentous
Holdings Corp.


 


3. Assumption of Liabilities.


 


Buyer is not assuming, nor shall it in any way be liable or
responsible for, any liabilities, obligations or debts of Seller, whether accrued, absolute, contingent or otherwise, arising before
or after the Closing.


 


4. Covenants of Seller.


 


Seller hereby covenants and agrees with Buyer that:


 


		a.	Until the Closing Seller shall use its best efforts to maintain its current relationships with suppliers, customers and others
having business relations with Seller in connection with the Purchased Assets.



		b.	Until the Closing, except as may be first approved in writing by Buyer or as is otherwise permitted or contemplated by this
Agreement, Seller shall conduct its business and all transactions with respect to the Purchased Assets, only in the usual and ordinary
course of business consistent with Seller's past practice.



		c.	Until the Closing, Seller shall make no sale of assets other than in the ordinary course of Seller's past practice.



 


 


 






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5. Closing.


 


a.
The closing (the "Closing") shall be held at 4:00 p.m. on May 29, 2015 or by agreement of the parties, at such place
as Buyer and Seller may agree.


 


b. At the Closing, Seller shall deliver the Purchased Assets
to Buyer and shall deliver the following documents to Buyer:


 


		i.	an Assignee's Bill of Sale in substantially the form of Exhibit A;



		ii.	list of Accounts;



		iii.	list of Inventory; and



		iv.	such other documents as may be reasonably requested by Purchaser in connection with the consummation
of the transactions contemplated by this Agreement.



 


c.
At Closing Buyer shall pay to Seller the Purchase Price and shall deliver to Seller the following documents:


 


		i.	such documents as may be reasonably requested by Seller in connection with the consummation
of the transactions contemplated by this Agreement.



 


6. Delivery and Condition of the
Purchased Assets.


 


a.
Immediately upon completion of the Closing, Seller shall be deemed to have fully and completely transferred to Buyer all his rights,
title and interest, if any, in, as well as possession, custody and control of, the Purchased Assets. Seller shall not be liable
or responsible for any liabilities or obligations of any kind or nature whatsoever arising out of, under, or related to the Purchased
Assets from and after the Closing.


 


b.
Buyer agrees that it is purchasing and shall take possession of the Purchased Assets in their AS IS, WHERE IS condition and acknowledges
that it has previously been given the opportunity to and has conducted such investigations and inspections of the Purchased Assets
as it has deemed necessary or appropriate for the purposes of this Agreement.


 


c.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SELLER DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS, STATEMENTS, WARRANTIES,
OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER CONCERNING THE PURCHASED ASSETS, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING) ANY WARRANTIES REGARDING THE OWNERSHIP, CONDITION, QUANTITY AND/OR QUALITY OF ANY OR ALL OF THE PURCHASED ASSETS AND
ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.


 


7. Conditions Precedent to Closing.


 


The performance by Seller and Buyer of their respective obligations
under this Agreement is subject to the condition that on the Closing Date no suit, action or other proceeding shall be pending
before any court or governmental or regulatory authority which seeks to restrain or prohibit or to obtain damages or other relief
in connection with this Agreement or the consummation of the transactions contemplated by this Agreement.


 


 






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8. Default.


 


If
Seller fails to make the required deliveries at the Closing or otherwise defaults under this Agreement, then Buyer shall have the
right to terminate this Agreement and thereupon this Agreement shall be null and void and of no legal effect whatsoever. If so
terminated, each party hereto shall suffer their own losses, costs, expenses or damages arising out of, under or related to this
Agreement.


 


9. Survival.


 


The representations, warranties and covenants contained herein
shall not survive the execution and delivery of this Agreement and Closing.


 


10. Brokers.


 


Buyer and Seller each warrants to the other that it has not
engaged, consented to, or authorized any broker, investment banker, or other third party to act on its behalf, directly or indirectly,
as a broker or finder in connection with the transactions contemplated by this Agreement and no such third party is entitled to
any fee or compensation in connection with this Agreement or the transactions contemplated hereby by reason of any action of it.


 


11. Amendment and Modification.


 


This Agreement may be amended, modified or supplemented only
by written agreement of Buyer and Seller.


 


12. Severability.


 


Any provision of this Agreement that shall be prohibited or
unenforceable shall be deemed ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof.


 


13. Entire Agreement.


 


This Agreement sets forth all of the promises, covenants, agreements,
conditions and undertakings between the parties hereto with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and undertakings, inducements or conditions, express or implied, oral or written.


 


14. Governing Law.


 


This Agreement shall be governed by and construed in accordance
with the laws of England and Whales.


 


15. Counterparts.


 


This Agreement may be executed in one or
more counterparts all of which when taken together constitute one and the same instruments. A signed counterpart is as binding
as an original.


 


16. Headings, Exhibits.


 


The headings used in this Agreement are for convenience only
and shall not be used to limit or construe the contents of any of the sections of this Agreement. All lettered Exhibits are attached
to and by this reference made a part of this Agreement.


 


 


 


 






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17. Binding Effect.


 


This Agreement shall be binding upon and inure to the benefit
of the parties hereto, their successors and assigns.


 


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


 


 


	SELLER:	BUYER:
	 	MOMENTOUS HOLDINGS CORP.
	 	 
	 	 
	 	 
	/s/ James Horan                               	By: James Horan
	
        JAMES HORAN
	
        

        

        Its: CEO 

	 	 


 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT A


 


ASSIGNEE'S BILL OF SALE


 


For good and valuable consideration, receipt of which is hereby
acknowledged, the undersigned, James Horan hereby assigns, conveys and transfers over unto Momentous Holdings Corp. all of his
right, title and interest, if any, in and to the Purchased Assets as defined in that certain Asset Purchase Agreement between Seller
and Buyer dated May 29, 2015 (the "Purchase Agreement").


 


The purchase price for the Purchased Assets is 500,000 restricted
shares of Momentous Holdings Corp. THE PURCHASED ASSETS ARE BEING SOLD "AS-IS, WHERE-IS" WITH NO WARRANTIES OR REPRESENTATIONS
WHATSOEVER, EXCEPT AS EXPRESSLY PROVIDED IN THE PURCHASE AGREEMENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.


 


IN WITNESS WHEREOF, the parties hereto have caused this Bill
of Sale to be executed as of the 29th day of May, 2015.


 


 


 


/s/ James Horan                                        


James Horan, Assignee


 


 


 


 


 


 






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