Exhibit 10.1


       


       

    
    
      	 		 


    

    

    
   
 

    
    
      	 		 


    

    

    
   
 

    
    
      	 		 


    

    

    
   
 

    
    
      	 		 


    

    

    
   
 

    
    
      	 		 


    

    

    
   
 

    
    
      	 		 


    

    

    
   
 

    
    
      	 		 


    

    

    
   
 

    
    
      	 		 


    

    

    
   
 

    
    
      	 		 


    

    

    
   
 

    
    
      	 		 


    

    

    
   
 

    
    
      	 		 


    

    

    
   
 

    
    
      	 		 


    

    

    
   
 

    
    
      	 		 


    

    

    
   
 

    
    
      	 		 


    

    

    
   
AGREEMENT
                                         RELATING TO THE ACQUISITION OF MONOCHROME CORP. BY FIRMA HOLDINGS CORP. (as amended)
                                         DocuSign Envelope ID: C104ADD5-A108-4A92-9B95-6BA6D9BE0341 2 This AGREEMENT, made this
                                         15th day of July 2020, by and between Firma Holdings Corp. (“Firma”) and
                                         Monochrome Corp. (“MC”), and the shareholders of MC, is made for the purpose
                                         of setting forth the terms and conditions upon which Firma will acquire all of the outstanding
                                         shareholdership interests in of MC. In consideration of the mutual promises, covenants,
                                         and representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS: ARTICLE I
                                         ACQUISITION OF MC Subject to the terms and conditions of this Agreement, Firma agrees
                                         to acquire all of the outstanding shares of MC for the consideration shown below. 1.01
                                         At Closing, MC will become a wholly owned subsidiary of Firma. In connection with the
                                         acquisition, Firma will issue 40,000,000 shares of common stock to the shareholders of
                                         MC in consideration for their interests in MC. 1.02 If the operations of MC do not generate,
                                         during the period ending one year after the Closing, but prior to the second anniversary
                                         of the Closing, more than $1,500,000 of gross revenue with EBITDA of at least $375,000,
                                         then the shareholders of MC will return to Firma 7,500,000 shares of common stock. 1.03
                                         All shares of Firma’s common stock pursuant to Section 1.01, will be delivered,
                                         returned or paid, in accordance with Exhibit A. ARTICLE II REPRESENTATIONS AND WARRANTIES
                                         MC and the shareholders of MC, jointly and severally, represents and warrant to Firma
                                         that: 2.0l Organization. MC is a corporation duly organized, validly existing, and in
                                         good standing under the laws of Colorado, has all necessary powers to own its properties
                                         and to carry on its business as now owned and operated by it, and is duly qualified to
                                         do business and is in good standing in each of the states where its business requires
                                         qualification. 2.02 Capital. The shareholders of MC, and their respective shareholdership
                                         interests in MC, are shown on Exhibit A. No person has the right to acquire any additional
                                         shareholdership interests in MC. 2.03 Shareholders, Officers, Banks. Exhibit B to this
                                         Agreement contains: the names and the titles of all officers of MC DocuSign Envelope
                                         ID: C104ADD5-A108-4A92-9B95-6BA6D9BE0341 3 2.04 Absence of Changes. Since the date signified
                                         above, there has not been any change in the financial condition or operations of MC,
                                         except changes reflected on Exhibit C or changes in the ordinary course of business,
                                         which changes have not in the aggregate been materially adverse. 2.05 Investigation of
                                         Financial Condition. Without in any manner reducing or otherwise mitigating the representations
                                         contained herein, Firma shall have the opportunity to meet with MC's accountants and
                                         attorneys to discuss the financial condition of MC. MC shall make available to Firma
                                         the books and records of MC. The minutes of MC are a complete and accurate record of
                                         all meetings of the managers and shareholders of MC and accurately reflect all actions
                                         taken at such meetings. The signatures of the managers and shareholders on such minutes
                                         are the valid signatures of MC's managers and shareholders who were duly elected or appointed,
                                         or who held such shareholdership interests, on the dates that the minutes were signed
                                         by such persons. 2.06 Assets. Exhibit D attached hereto and made a part hereof lists
                                         all assets of MC. MC has good and marketable title to all of its assets, free and clear
                                         of all liens or encumbrances, other than those shown on Exhibit D. 2.07 Compliance with
                                         Laws. MC has complied with, and is not in violation of, applicable federal, state, or
                                         local statutes, laws, and regulations affecting its properties or the operation of its
                                         business, including but not limited to applicable federal and state securities laws.
                                         2.08 Litigation. MC is not a party to any suit, action, arbitration, or legal, administrative,
                                         or other proceeding, or governmental investigation pending or, to the best knowledge
                                         of MC threatened, against or affecting MC or its business, assets, or financial condition.
                                         MC is not in default with respect to any order, writ, injunction, or decree of any federal,
                                         state, local, or foreign court, department, agency, or instrumentality. MC is not engaged
                                         in any legal action to recover moneys due to MC or damages sustained by MC. 2.09 Full
                                         Disclosure. None of representations and warranties made by MC, or in any certificate
                                         or memorandum furnished or to be furnished by MC, or on its behalf, contains or will
                                         contain any untrue statement of material fact, or omit any material fact the omission
                                         of which would be misleading. MC has disclosed to Firma all reasonably foreseeable contingencies
                                         which, if such contingencies transpired, would have a material adverse effect on MC's
                                         business. Firma represents and warrants to MC and the shareholders of MC that: 2A. Organization.
                                         Firma is a corporation duly organized, validly existing, and in good standing under the
                                         laws of Nevada, has all necessary corporate powers to own its properties and to carry
                                         on its business as now owned and operated by it, and is duly qualified to do business
                                         and is in good standing in each of the states where its business requires qualification,
                                         except in those states where the failure to be so qualified would not have a material
                                         adverse effect on Firma. 2B. Ability to Carry Out Obligations. Firma has the right, power,
                                         and authority to enter into, and perform its obligations under, this Agreement. The execution
                                         and delivery of this Agreement by Firma and the performance by Firma of its obligations
                                         hereunder will not cause, DocuSign Envelope ID: C104ADD5-A108-4A92-9B95-6BA6D9BE0341
                                         4 constitute, or conflict with or result in (a) any breach or violation or any of the
                                         provisions of, or constitute a default under, any license, indenture, mortgage, charter,
                                         instrument, articles of incorporation, by-law, or other agreement or instrument to which
                                         Firma is a party, or by which it may be bound, nor will any consents or authorizations
                                         of any party other than those hereto be required, (b) an event that would permit any
                                         party to any agreement or instrument to terminate it or to accelerate the maturity of
                                         any indebtedness or other obligation of Firma, or (c) an event that would result in the
                                         creation or imposition or any lien, charge, or encumbrance on any asset of Firma or would
                                         create any obligations for which Firma would be liable, except as contemplated by this
                                         Agreement. 2C. Full Disclosure. None of the representations and warranties made by Firma,
                                         or in any certificate or memorandum furnished or to be furnished by Firma, or on its
                                         behalf, contains or will contain any untrue statement of material fact, or omit any material
                                         fact the omission of which would be misleading. Firma has disclosed to MC and the shareholders
                                         of MC all reasonably foreseeable contingencies which, if such contingencies transpired,
                                         would have a material adverse effect on Firma. DocuSign Envelope ID: C104ADD5-A108-4A92-9B95-6BA6D9BE0341
                                         5 ARTICLE III REPRESENTATIONS 3.01 Authority. Each Officer and Director of MC represents
                                         to Firma that he or she has the right, power, and authority to enter into, and perform
                                         his or her obligations under this Agreement. The execution and delivery of this Agreement
                                         and the delivery by such member of his or her shareholdership interest in MC pursuant
                                         to Exhibit A will not cause, constitute, or conflict with or result in any breach or
                                         violation or any of the provisions of or constitute a default under any license, indenture,
                                         mortgage, charter, instrument, or agreement to which he or she is a party, or by which
                                         he or she may be bound, nor will any consents or authorizations of any party be required.
                                         Each member of MC represents and warrants to Firma that the member interests of MC that
                                         such holder will deliver at closing will be free of any liens or encumbrances. 3.02 Restrictions
                                         on Resale. Each member of MC understands that the shares being acquired from Firma represent
                                         restricted securities as that term is defined in Rule l44 of the Securities and Exchange
                                         Commission. 3.03 Intended Amendment. Each shareholder, director, or Officer of MC (Exhibit
                                         A), has the right to maintain interests in or operate other businesses. ARTICLE IV OBLIGATIONS
                                         BEFORE CLOSING 4.01 Investigative Rights. From the date of this Agreement until the date
                                         of closing, each party shall provide to the other party, and such other party's counsel,
                                         accountants, auditors, and other authorized representatives, full access during normal
                                         business hours to all of each party's properties, books, contracts, commitments, records
                                         and correspondence and communications with regulatory agencies for the purpose of examining
                                         the same. Each party shall furnish the other party with all information concerning each
                                         party's affairs as the other party may reasonably request. All confidential information
                                         obtained from any party in the course of such investigation shall be kept confidential,
                                         except for such information which is required to be disclosed by court order or decree
                                         or in compliance with applicable laws, rules or regulations of any government agency,
                                         or that otherwise becomes available in the public domain without the fault of the party
                                         conducting the investigation. 4.02 Conduct of Business. Prior to the closing, and except
                                         as contemplated by this Agreement, each party shall conduct its business in the normal
                                         course, and shall not sell, pledge, or assign any assets, without the prior written approval
                                         of the other party, except in the regular course of business. Except as contemplated
                                         by this Agreement, neither party to this Agreement shall amend its Articles of Incorporation,
                                         By-laws, articles of organization, or operating agreements, declare dividends, redeem
                                         or sell stock, limited liability interests or other securities, incur additional or newly-funded
                                         material liabilities, acquire or dispose of fixed assets, change senior management, change
                                         employment terms, enter into any material or long-term contract, guarantee obligations
                                         of any third party, settle or discharge any balance sheet receivable for less than its
                                         DocuSign Envelope ID: C104ADD5-A108-4A92-9B95-6BA6D9BE0341 6 stated amount, pay more
                                         on any liability than its stated amount, or enter into any other transaction other than
                                         in the regular course of business. ARTICLE V CONDITIONS PRECEDENT TO PERFORMANCE BY FIRMA
                                         5.01 Conditions. Firma's obligations hereunder shall be subject to the satisfaction,
                                         at or before the Closing, of all the conditions set forth in this Article V. Firma may
                                         waive any or all of these conditions in whole or in part without prior notice; provided,
                                         however, that no such waiver of a condition shall constitute a waiver by Firma of any
                                         other condition of or any of Firma's other rights or remedies, at law or in equity, if
                                         MC of the shareholders of MC shall be in default of any of their representations, warranties,
                                         or covenants under this agreement. 5.02 Accuracy of Representations. Except as otherwise
                                         permitted by this Agreement, all representations and warranties by MC or the shareholders
                                         of MC in this Agreement or in any written statement that shall be delivered to Firma
                                         under this Agreement shall be true on and as of the closing date as though made at those
                                         times. 5.03 Performance. MC and the shareholders of MC shall have performed, satisfied,
                                         and complied with all covenants, agreements, and conditions required by this Agreement
                                         to be performed or complied with by them, on or before the Closing. MC and the shareholders
                                         of MC shall have obtained all necessary consents and approvals necessary to consummate
                                         the transactions contemplated hereby. 5.04 Absence of Litigation. No action, suit, or
                                         proceeding before any court or any governmental body or authority, pertaining to the
                                         transaction contemplated by this agreement or to its consummation, shall have been instituted
                                         or threatened on or before the closing. 5.05 Other. In addition to the other provisions
                                         of this Article V, Firma’s obligations hereunder shall be subject, at or before
                                         Closing, to the following:  On the closing date MC will not have liabilities
                                         exceeding $10,000.00.  MC will have delivered to Firma, in the form required
                                         by the rules and regulations of the Securities and Exchange Commission, the following
                                         financial statements: (i) financial statements, audited by an independent certified public
                                         accountanting firm, for its two full fiscal years prior to the date of this Agreement.
                                         (ii) interim financial statements for MC fiscal quarters since the date of the last audited
                                         financial statements of MC. (iii) proforma financial statements giving effect to the
                                         acquisition of MC.  completion of business and legal review of MC, the results
                                         of which are satisfactory to Firma; DocuSign Envelope ID: C104ADD5-A108-4A92-9B95-6BA6D9BE0341
                                         7  obtaining all required governmental consents and approvals;  expiration
                                         of any required waiting periods;  MC entering into employment agreements with
                                         its management on terms and conditions satisfactory to Firma;  MC entering into
                                         non-competition agreements with Firma, pursuant to which they will agree not to engage
                                         in a business similar to the business of MC and not to solicit any customers, suppliers,
                                         employees or business prospects of MC for a period of five (2) years following the Closing;
                                         ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE BY MC 6.01 Conditions. MC's obligations
                                         hereunder shall be subject to the satisfaction, at or before the Closing, of the conditions
                                         set forth in this Article VI. MC may waive any or all of these conditions in whole or
                                         in part without prior notice; provided, however, that no such waiver of a condition shall
                                         constitute a waiver by MC of any other condition of or any of MC's other rights or remedies,
                                         at law or in equity, if Firma shall be in default of any of its representations, warranties,
                                         or covenants under this agreement. 6.02 Accuracy of Representations. Except as otherwise
                                         permitted by this Agreement, all representations and warranties by Firma in this Agreement
                                         or in any written statement that shall be delivered to MC by Firma under this Agreement
                                         shall be true on and as of the closing date as though made at those times. 6.03 Performance.
                                         Firma shall have performed, satisfied, and complied with all covenants, agreements, and
                                         conditions required by this Agreement to be performed or complied with by it, on or before
                                         the closing. Firma shall have obtained all necessary consents and approvals necessary
                                         to consummate the transactions contemplated hereby. 6.04 Absence of Litigation. No action,
                                         suit, or proceeding before any court or any governmental body or authority, pertaining
                                         to the transaction contemplated by this agreement or to its consummation, shall have
                                         been instituted or threatened on or before the closing. 6.05 Other. In addition to the
                                         other provisions of this Article VI, the obligations of the shareholders of MC hereunder
                                         shall be subject, at or before the Closing, to the following:  None DocuSign
                                         Envelope ID: C104ADD5-A108-4A92-9B95-6BA6D9BE0341 8 ARTICLE VII CLOSING 7.01 Closing.
                                         The closing of this transaction shall be held at the offices of Firma. Unless the closing
                                         of this transaction takes place before August 15, 2020, then either party may terminate
                                         this Agreement without liability to the other party, except as otherwise provided in
                                         Section 9.12. At the closing all representations, warranties, covenants, and conditions
                                         set forth in this Agreement on behalf of each party will true and correct as of, or will
                                         have been fully performed and complied with by, the closing date, except as may be disclosed
                                         in writing by one party to the other. 7.02 Exchange of Common Stock Interests. On the
                                         closing date, each outstanding shareholdership interest of MC will be exchanged for fully
                                         paid and nonassessable shares of Firma in accordance with Exhibit A to this Agreement.
                                         ARTICLE VIII REMEDIES 8.01 Arbitration. Any controversy or claim arising out of, or relating
                                         to, this Agreement, or the making, performance, or interpretation thereof, shall be settled
                                         by binding arbitration in Chicago, Illinois in accordance with the rules of the American
                                         Arbitration Association then existing, and judgment on the arbitration award may be entered
                                         in any court having jurisdiction over the subject matter of the controversy. 8.02 Costs.
                                         If any legal action or any arbitration or other proceeding is brought for the enforcement
                                         of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation
                                         in connection with any of the provisions of this Agreement, the successful or prevailing
                                         party or parties shall be entitled to recover reasonable attorney's fees and other costs
                                         incurred in that action or proceeding, in addition to any other relief to which it or
                                         they may be entitled. 8.03 Termination. In addition to the other remedies, Firma or the
                                         shareholders of MC may on or prior to the closing date terminate this Agreement, without
                                         liability to the other party: (i) If any bona fide action or proceeding shall be pending
                                         against Firma, or MC, or the shareholders of MC on the closing date that could result
                                         in an unfavorable judgment, decree, or order that would prevent or make unlawful the
                                         carrying out of this Agreement or if any agency of the federal or of any state government
                                         shall have objected at or before the closing date to this acquisition or to any other
                                         action required by or in connection with this Agreement; (ii) If the legality and sufficiency
                                         of all steps taken and to be taken by each party in carrying out this Agreement shall
                                         not have been approved by the respective party's counsel, which approval shall not be
                                         unreasonably withheld. DocuSign Envelope ID: C104ADD5-A108-4A92-9B95-6BA6D9BE0341 9 (iv)
                                         If a party breaches any representation, warranty, covenant or obligation of such party
                                         set forth herein and such breach is not corrected within ten days of receiving written
                                         notice from the other party of such breach. (v) If it is determined that this transaction
                                         is not in the best interest of it’s shareholders ARTICLE IX MISCELLANEOUS 9.01
                                         Captions and Headings. The Article and paragraph headings throughout this Agreement are
                                         for convenience and reference only, and shall in no way be deemed to define, limit, or
                                         add to the meaning of any provision of this Agreement. 9.02 No Oral Change. This Agreement
                                         and any provision hereof, may not be waived, changed, modified, or discharged orally,
                                         but only by an agreement in writing signed by the party against whom enforcement of any
                                         waiver, change, modification, or discharge is sought. 9.03 Non-Waiver. Except as otherwise
                                         expreMCy provided herein, no waiver of any covenant, condition, or provision of this
                                         Agreement shall be deemed to have been made unless expreMCy in writing and signed by
                                         the party against whom such waiver is charged; and (i) the failure of any party to insist
                                         in any one or more cases upon the performance of any of the provisions, covenants, or
                                         conditions of this Agreement or to exercise any option herein contained shall not be
                                         construed as a waiver or relinquishment for the future of any such provisions, convenants,
                                         or conditions, (ii) the acceptance of performance of anything required by this Agreement
                                         to be performed with knowledge of the breach or failure of a covenant, condition, or
                                         provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no
                                         waiver by any party of one breach by another party shall be construed as a waiver with
                                         respect to any other or subsequent breach. 9.04 Time of Essence. Time is of the essence
                                         of this Agreement and of each and every provision hereof. 9.05 Entire Agreement. This
                                         Agreement contains the entire Agreement and understanding between the parties hereto,
                                         and supersedes all prior agreements, understandings and the letters of intent between
                                         the parties. 9.06 Governing Law. This Agreement and its application shall be governed
                                         by the laws of Nevada. 9.07 Counterparts. This Agreement may be executed simultaneously
                                         in one or more counterparts, each of which shall be deemed an original, but all of which
                                         together shall constitute one and the same instrument. Signature pages may be transmitted
                                         by facsimile or other electronice means. DocuSign Envelope ID: C104ADD5-A108-4A92-9B95-6BA6D9BE0341
                                         10 9.08 Notices. All notices, requests, demands, and other communications under this
                                         Agreement shall be in writing and shall be deemed to have been duly given on the date
                                         of service if served personally on the party to whom notice is to be given, or on the
                                         third day after mailing if mailed to the party to whom notice is to be given, by first
                                         class mail, registered or certified, postage prepaid, and properly addressed as follows:
                                         Firma Holdings Corp. 181 Arroyo Grande Blvd., Suite. 140B Henderson, NV 89074 Monochrome
                                         Corp and its Shareholders 20 Danada Square, W. 214 Wheaton, IL 60189 9.09 Binding Effect.
                                         This Agreement shall inure to and be binding upon the heirs, executors, personal representatives,
                                         successors and assigns of each of the parties to this Agreement. 9.10 Effect of Closing.
                                         All representations, warranties, covenants, and agreements of the parties contained in
                                         this Agreement, or in any instrument, certificate, opinion, or other writing provided
                                         for in it, shall survive the closing of this Agreement. In the event there is any material
                                         misrepresentation or warranty of any party to this Agreement, then Firma (if such misrepresentation
                                         is made by MC or the MC shareholders) or the shareholders of MC ( if such misrepresentation
                                         is made by Firma) may recind this Agreement during the 90 day period following the closing
                                         of this Agreement. 9.11 Mutual Cooperation. The parties hereto shall cooperate with each
                                         other to achieve the purpose of this Agreement, and shall execute such other and further
                                         documents and take such other and further actions as may be necessary or convenient to
                                         effect the transaction described herein. Neither party will intentionally take any action,
                                         or omit to take any action, which will cause a breach of such party's obligations pursuant
                                         to this Agreement. MC and the shareholders of MC agree that, until the Closing or the
                                         Termination of this Agreement pursuant to Section 8.03, neither MC, nor the shareholders
                                         of MC, shall accept or induce an offer from a third party, enter into negotiations with
                                         any third party, or provide information to any third party in anticipation of negotiations
                                         with any third party, with respect to any possible sale of MC, its assets, rights or
                                         operations or any securities or other equity interests of MC or any other transaction
                                         that would have the effect of materially reducing the benefit of this Agreement to Firma.
                                         9.12 Expenses. Each of the parties hereto agrees to pay all of its own expenses (including
                                         without limitation, attorneys' and accountants' fees) incurred in connection with this
                                         DocuSign Envelope ID: C104ADD5-A108-4A92-9B95-6BA6D9BE0341 11 Agreement, the transactions
                                         contemplated herein and negotiations leading to the same and the preparations made for
                                         carrying the same into effect. Each of the parties expreMCy represents and warrants that
                                         no finder or broker has been involved in this transaction and each party agrees to indemnify
                                         and hold the other party harmless from any commission, fee or claim of any person, firm
                                         or corporation employed or retained by such party (or claiming to be employed or retained
                                         by such party) to bring about or represent such party in the transactions contemplated
                                         by this Agreement. AGREED TO AND ACCEPTED as of the date first above written. FIRMA HOLDINGS
                                         CORP. By David Barefoot – Director / COO MONOCHROME CORP By Sebastien C. Dufort
                                         – Director / President DocuSign Envelope ID: C104ADD5-A108-4A92-9B95-6BA6D9BE0341
                                         12 EXHIBIT A Allocation of Shares MC Shareholder Share Interest in MC (as of a %) Shares
                                         of Firma to be issued pursuant to Section Shares of Firma to return pursuant to Section:
                                         1.01 1.02 Sebastien C Dufort 100% 40,000,000 7,500,000 DocuSign Envelope ID: C104ADD5-A108-4A92-9B95-6BA6D9BE0341
                                         13 EXHIBIT B SHAREHOLDERS, OFFICERS, BANKS DocuSign Envelope ID: C104ADD5-A108-4A92-9B95-6BA6D9BE0341
                                         14 EXHIBIT C MATERIAL CHANGES ( SECTION 2.04 ) DocuSign Envelope ID: C104ADD5-A108-4A92-9B95-6BA6D9BE0341
                                         15 EXHIBIT D ASSETS All trademarks, trademark registrations or applications, trade names,
                                         service marks, copyrights, copyright registrations or applications which are owned by
                                         MC. No person other than MC owns any trademark, trademark registration or application,
                                         service mark, trade name, copyright, or copyright registration or application the use
                                         of which is necessary or contemplated in connection with the operation of MC's business.
                                         All contracts, leases, and other agreements of MC presently in existance or which have
                                         been agreed to by MC (whether written or oral). MC is not in default under of these agreements
                                         or leases. DocuSign Envelope ID: C104ADD5-A108-4A92-9B95-6BA6D9BE0341