Exhibit 10.6


 


Execution
Copy


 


ASSET PURCHASE AGREEMENT


 








This Asset Purchase
Agreement (this “Agreement”), dated as of August 12, 2019, is entered into by and between SQN Venture Income
Fund, L.P., a Delaware limited partnership (“Seller”), and CITTA, Inc., a Delaware Corporation (“Buyer”).


 


RECITALS


 


WHEREAS, Seller obtained
the Purchased Assets (as defined below) pursuant to that certain Asset Purchase Agreement, dated as of July 17, 2019 (the
 “Fifth Dimension APA”), by and between Seller and of Fifth Dimension Holdings Ltd., a company previously organized
under the laws of the State of Israel, Israeli company # 515085603 (“Fifth Dimension”), as part of the
court-ordered liquidation (such court order, the “Court-Ordered Liquidation”) of Fifth Dimension, implemented
in accordance with the Israeli Companies Law, 1999 and the Israeli Companies Ordinance (New Version), 1983 (the “Foreclosure
Sale”), free and clear of all Encumbrances (as defined below), a certified copy of such Court-Ordered Liquidation attached
hereto as Annex A;


 


WHEREAS, Seller wishes
to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, all rights, title and interest of Seller in and
to the Purchased Assets and the Assumed Liabilities (as defined below), subject to the terms and conditions set forth herein;


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I

Definitions


 


The following terms have the meanings specified
or referred to in this ARTICLE I:


 


“Accounts
Receivable” means all accounts receivable, notes receivable, other miscellaneous receivables, and all rights of the Seller
to receive payment from any Person and the benefit of all collateral, security, guarantees and similar undertakings received or
held in connection therewith.


 


“Action”
means any actual or threatened claim, action, cause of action, demand, request, lawsuit, arbitration, inquiry, audit, notice of
violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative,
regulatory or otherwise, whether at law or in equity.


 


“Affiliate”
of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, such Person. The term “control” (including the terms “controlled by” and
 “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.


 






     


     


    

 


“Business”
means the business of Fifth Dimension, including, without limitation, as operated by the use of the Purchased Assets prior to the
Foreclosure Sale.


 


“Customer
Data” means all information (including, without limitation, names, addresses, e-mail addresses, telephone numbers, dates
of birth, transaction data, demographic data, behavioral data, customer-related data, correspondence and other documents and information)
obtained from customers or clients of Fifth Dimension.


 


“Documents”
means all files, documents, instruments, correspondence, papers, books, reports, records, tapes, photographs, letters, mails, budgets,
forecasts, ledgers, journals, customer lists, customer files, supplier lists, regulatory filings, operating data and plans, technical
documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.),
user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), confidential
information and other similar materials, in each case in whatever form, including electronic databases, printed and other electronic
media.


 


“Equipment”
means any office equipment, telecom and machines, furnishings, computer and computer related hardware or equipment (including,
but not limited to, computers, hard drives, file servers, facsimile servers, scanners, color printers, laser printers and related
peripherals), equipment (including research and development equipment) and all other tangible personal property used by Fifth Dimension
related to the Business or acquired by the Seller, directly or indirectly, pursuant to the Foreclosure Sale.


 


“Encumbrance”
means any mortgage, pledge, lien, charge, security interest, claim, encumbrance, restriction, any rights of any third parties of
any kind and nature, any other limitations, options to purchase, rights of first refusal, rights of first offer, equitable interest,
fiduciary transfer or assignment, defect in title, impediment of title, impairment of title, imperfection of title, title retention
agreement, proxies, voting trust and other voting agreements, calls or commitments of every kind, any pre-emptive or other similar
rights, or any claim with respect to any of the foregoing.


 






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“Intellectual
Property” means any and all industrial and intellectual property rights worldwide and all rights associated therewith
whether registered or unregistered, including (a) all inventions (whether patentable or un-patentable and whether or not reduced
to practice), invention disclosures, certificates of inventions, discoveries, improvements, including those that (i) are included
in any Patent claim, (ii) are subject matter capable of being reduced to a patent claim in a reissue or reexamination proceedings
brought on a Patent, and/or (iii) could have been included as a claim in a Patent; (b) all patents (including utility
and design patents, industrial designs and utility models), patent applications, and all other rights of inventorship, worldwide,
together with all reissuances, renewals, extensions, provisionals, continuations, continuations-in-part, continuing prosecution
applications, requests for continuing examinations, divisions, revisions, supplementary protection certificates, extensions, reissues
and re-examinations thereof; and any registrations of any of the foregoing, worldwide, including all priority rights (collectively,
 “Patents”); (c) registered or unregistered trademarks, common law trademarks, service marks, trade names,
service names, brand names, trade dress rights, logos, Internet domain names and URL addresses and general-use e-mail addresses,
together with the goodwill associated with any of the foregoing throughout the world, and all applications, registrations and renewals
thereof (collectively, “Marks”); (d) copyrights and registrations and applications therefor, including
in and to works of authorship, moral rights, mask works, mask work registrations and applications therefor, and all other rights
corresponding thereto throughout the world, whether published or unpublished, including rights to prepare, reproduce, perform,
display and distribute copyrighted works and copies, translations, adaptations, compilations, collective works, and derivative
works thereof, whether or not registered (collectively, “Copyrights”); (e) all trade secrets and confidential
business and technical information (including ideas, research and development, know-how, formulas, technology, compositions, technical
data, engineering, production and other designs, plans, drawings, engineering notebooks, industrial models, software and specifications),
in each case, whether or not they constitute a “trade secret” as defined under applicable Law (collectively, “Trade
Secrets”); (f) all (i) software, computer programs, and applications including any and all software implementations
of algorithms, models and methodologies, whether in Source Code or object code, (ii) computer-based databases and compilations,
(iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens,
user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, (iv) all versions, updates,
corrections, enhancements and modifications related to any of the foregoing, and (v) all Documents (including, user manuals,
training documentation, developer notes, comments and annotations) related to any of the foregoing; (collectively, “Software”);
(g) all computer and electronic data, data processing programs, documentation and software, both Source Code and object code
(including flow charts, diagrams, descriptive texts and programs, computer print-outs, underlying tapes, computer databases and
similar items), computer applications and operating programs and network identifiers; (h) all rights to sue for and remedies
against past, present and future infringements, misappropriate or dilution of any or all of the foregoing and rights of priority
and protection of interests therein under the Laws of any jurisdiction worldwide; (i) all copies and tangible embodiments
of any or all of the foregoing (in whatever form or medium, including electronic media); and (j) all other proprietary, intellectual
property and other rights relating to any or all of the foregoing.


 






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“Person”
means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated
organization, trust, association or other entity.


 


“Products
and Technologies” means all products and technologies developed or owned by Fifth Dimension, including but not limited
to, all finished, customer-ready products, all work-in-progress products and projects, all documentation related to such products
and projects, all Source Code, Intellectual Property, licenses, hardware and Software required to run the development environment
for such products and technologies.


 


“Purchased
Intellectual Property Licenses” means any rights of the Seller to use Intellectual Property of another Person in connection
with or as necessary for the Business, as necessary for accessing or operating any Purchased Assets, or as otherwise received by
Seller pursuant to the Foreclosure Sale.


 


“Seller Ownership
Period” means the period beginning immediately after the effective time of the consummation of the Foreclosure Sale and
ending immediately prior to the Closing.


 


“Source Code”
means, collectively, any human readable Software source code, or any material portion or aspect of the Software source code, or
any material proprietary information or algorithm contained, embedded or implemented in, in any manner, any Software source code,
in each case for any Purchased Asset.


 






     


     


    

 


ARTICLE II

Purchase and Sale


 


Section 2.01        Purchase
and Sale of Assets. Subject to the terms and conditions set forth herein, on the Closing
Date, Seller shall fully, irrevocably and unconditionally sell, assign, transfer, convey and deliver to Buyer, and Buyer shall
purchase and assume from Seller, all of Seller’s right, title and interest in and to the following assets (the “Purchased
Assets”), free and clear of any Encumbrance, in each case provided that Seller acquired such Purchased Assets from Fifth
Dimension pursuant to the Foreclosure Sale:


 


(a)          All
Intellectual Property owned or purported to be owned or licensed by Fifth Dimension, and all of the rights associated therewith
including, without limitation, all rights to apply in any or all countries and regions of the world for Patents, industrial design
protections, design patent protections, including, as listed in Section 2.01(a) of the disclosure schedules to
be provided at Closing (the “Purchased Intellectual Property” and the “Disclosure Schedules”,
respectively);


 


(b)         All
Products and Technologies;


 


(c)          Any
goodwill associated with the Business and/or any Purchased Assets;


 


(d)          The
Purchased Intellectual Property Licenses;


 


(e)          All
Documents in Seller’s possession or control that are used or held for use in, or that arise out of, or related to, or are
necessary for operation of the Business or any of the Purchased Assets;


 


(f)          All
Equipment, including as listed in Section 2.01(f) of the Disclosure Schedules;


 


(g)         All
claims and causes of action (whether known or unknown, and whether currently pending, filed or otherwise), choses in action, rights
of recovery, rights of set off and other enforcement rights pertaining to or arising out of or on account of the Business or any
of the Purchased Assets, including, without limitation, all causes of action and other enforcement rights for damages, profits,
royalties or other payments, injunctive relief, and any other remedies of any kind for past, current and future infringement, misappropriation
or any violations of any one of the rights embodied in any of the Purchased Assets, in each case arising before or after the Closing
Date, and only to the extent permitted to be transferred by the Court-Ordered Liquidation and applicable law; and


 






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(h)          All
other rights, assets, properties and business, of every kind, nature and description, wherever located, real, personal or mixed,
tangible or intangible, that are related to the Business and assumed by Seller in the Foreclosure Sale.


 


For purposes of clarity, the Purchased
Assets herein are limited solely to the assets acquired by Seller pursuant to the Fifth Dimension APA.


 


Section 2.02        Excluded
Assets. The Purchased Assets shall not include any Customer Data, Accounts Receivable
or cash-on-hand in respect of the Business.


 


Section 2.03        Assumed
Liabilities . Subject to the terms and conditions set forth herein, Buyer shall, on the
Closing Date, assume and agree to pay, perform and discharge the liabilities and obligations under the Purchased Assets solely
as such liabilities and obligations are borne after the Closing (as defined herein) and only to the extent that such liabilities
and obligations do not relate to the pre-Closing period and/or to any breach, default or violation by Seller (collectively, the
 “Assumed Liabilities”). Other than the Assumed Liabilities, Buyer shall not assume any liabilities or obligations
of any kind and nature in respect of Seller, Fifth Dimension, the Purchased Assets and/or the Business, whether known or unknown,
contingent, pending, matured or otherwise, whether currently existing or hereinafter created. For clarification, as of the Closing,
Buyer shall be responsible for maintaining, protecting, and storing the Purchased Assets.


 


Section 2.04        Excluded
Liabilities. Without derogating from the aforementioned, Buyer shall not by virtue of this Agreement assume or be obligated
to pay, perform or otherwise discharge any liability or obligation which does not constitute an Assumed Liability (“Excluded
Liabilities”), including, without limitation, any liability or obligation relating to the former employees or consultants
of Fifth Dimension. From and after the Closing Date, Buyer shall not be responsible for any of the Excluded Liabilities.


 


Section 2.05        Purchase
Price. The aggregate purchase price for the Purchased Assets is US$3,250,000 (the “Purchase
Price”), to be paid in the following manner: (i) US$70,000, payable in cash at the Closing (the “Closing
Cash Payment”), (ii) the issuance of 31,250 shares of Common Stock of the Buyer (the “Buyer Shares”),
(iii) a convertible promissory note in the amount of US$2,930,000 to be issued by the Buyer, in the form attached hereto as
Exhibit A (the “Convertible Note”), and (iv) the assumption of the Assumed Liabilities.


 


Section 2.06        Allocation
of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased
Assets for all purposes (including tax and financial accounting) in accordance with ‎Section 2.07
of the Disclosure Schedules. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and
information reports in a manner consistent with such allocation.


 


ARTICLE III

Closing


 


Section 3.01        Closing.
The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely via
the electronic exchange of documents and signatures, no later than September 15, 2019, on such date indicated in writing by
Buyer (the “Closing Date”). The consummation of the transactions contemplated by this Agreement shall be deemed
to occur at 12:01 a.m. on the Closing Date.


 


 



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Section 3.02        Closing
Deliverables. At the Closing, the following transactions shall occur simultaneously (no
transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and
all required documents delivered to the satisfaction of the Buyer and its counsel):


 


(a)          At
the Closing, Seller shall deliver to Buyer the following:


 


(i)           the
tangible Purchased Assets unless previously in the possession of Buyer;


 


(ii)          a
bill of sale, in a form reasonably approved by the parties (the “Bill of Sale”) and duly executed by Seller,
transferring the Purchased Assets to Buyer;


 


(iii)        an
assignment and assumption agreement, in a form reasonably approved by the parties (the “Assignment and Assumption Agreement”)
and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities;


 


(iv)        one
or more intellectual property assignments in respect of the Purchased Intellectual Property and, if applicable, the Purchased Intellectual
Property Licenses, each in the form in the in a form reasonably approved by the parties (each, an “Intellectual Property
Assignment”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the
intellectual property subject to such Intellectual Property Assignment;


 


(v)         a
certificate duly signed by an officer of Seller, in a form satisfactory to Buyer, certifying as to the resolutions of the Seller’s
manager and, if required, member, each authorizing the consummation of the transactions contemplated under this Agreement and the
execution, delivery and performance of this Agreement, and all ancillary documents, agreements or instruments hereunder, by the
Seller; and


 


(vi)        such
other instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may
be required to give effect to this Agreement.


 


(b)         At
the Closing, Buyer shall:


 


(i)         pay
the Closing Cash Payment by wire transfer of immediately available funds to an account designated in writing by Seller prior to
the Closing Date;


 






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(ii)          issue
to the Seller the Buyer Shares and shall issue to the Seller a stock certificate in respect of the Buyer Shares, pursuant to a
mutually agreeable subscription agreement (the “Subscription Agreement”);


 


(iii)         issue
to the Seller the Convertible Note, in the form attached hereto as Exhibit A;


 


(iv)         deliver
the Bill of Sale duly executed by Buyer;


 


(v)          deliver
the Assignment and Assumption Agreement duly executed by Buyer; and


 


(vi)         deliver
each Intellectual Property Assignment duly executed by Buyer;


 


(vii)       deliver
to Seller a certificate duly signed by an officer of Buyer, in a form satisfactory to Seller, certifying as to the resolutions
of the board of directors of Buyer authorizing the consummation of the transactions contemplated under this Agreement and the execution,
delivery and performance of this Agreement, and all ancillary documents, agreements or instruments hereunder, by the Buyer.


 


(c)          At
the Closing, each of Buyer and Seller shall agree upon the contents of the Disclosure Schedule.


 


Section 3.03       Buyer’s
Conditions to Closing. The obligation of Buyer to enter into and complete the Closing
is subject to the fulfillment at or prior to the Closing of the following conditions, any one or more of which may be waived by
Buyer: (i) the representations and warranties of the Seller contained herein shall be true and correct (a) on the date
hereof and (b) on and as of the Closing Date as though made at and as of that date, and Seller shall have delivered a certificate
to Buyer to the effect of the foregoing, and (ii) Buyer shall have completed its technical and legal due diligence on the
Purchased Assets to its satisfaction.


 


ARTICLE IV

Representations and warranties of seller


 


Seller represents and
warrants to Buyer that the statements contained in this ‎ARTICLE IV
are true and correct as of the Closing Date. For purposes of this ‎ARTICLE IV,
 “Seller’s knowledge,” “knowledge of Seller” and any similar phrases shall mean the actual knowledge
of Ryan McCalley, after reasonable due inquiry.


 


Section 4.01       Organization
and Authority of Seller; Enforceability. Seller is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Delaware. Seller has full limited liability company power
and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder
and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and
the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized
by all requisite action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed
and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to
be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with
their respective terms.


 






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Section 4.02         No
Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement
and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not:
(a) violate or conflict with the certificate of formation, limited liability company agreement or other organizational documents
of Seller; or (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable
to Seller or any of the Purchased Assets; (c) conflict, to the Seller’s knowledge, with, result in a violation or breach
of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result
in the acceleration of or create in any party the right to accelerate, terminate, modify, cancel or obtain any rights under any
contract which is binding on Seller or a related entity and applicable to any of the Purchased Assets; or (d) result, to the
Seller’s knowledge, in the creation or imposition of any Encumbrance on any of the Purchased Assets. No consent, approval,
waiver, authorization, notice, license, permit, confirmation, clearance or qualification is required to be obtained from any Person
in connection with (i) the execution, delivery and performance by Seller of this Agreement and the documents to be delivered
by Seller hereunder and (ii) the consummation of the transactions contemplated hereby, including, for avoidance of doubt,
the sale and transfer of the Purchased Assets to the Buyer as set forth herein.


 


Section 4.03         Title
to Purchased Assets. Seller owns and has good and valid title to the Purchased Assets,
free and clear of Encumbrances, to the maximum extent permitted by the Court-Order Liquidation and applicable law. To Seller’s
knowledge, the Seller’s ownership, possession, use, operation and management of the Purchased Assets is in compliance with
any applicable law and the Seller’s organizational documents. To Seller’s knowledge, the Purchased Assets have been
fully, unconditionally and irrevocably transferred to Seller as part of the Court-Ordered Liquidation, set forth in Annex A, which
is final and non-appealable. The Court Ordered Liquidation approved the transfer of all Purchased Assets from Fifth Dimension to
Seller.


 


Section 4.04         Legal
Proceedings. There are no Actions pending or threatened against or by Seller that challenges
or seeks to prevent, enjoin or otherwise delay the purpose of this Agreement or use the Purchased Assets and each individually.
To Seller’s knowledge, no event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any
such Action. To Seller’s knowledge, there are no outstanding governmental orders or unsatisfied judgments, penalties or awards
against, relating to or affecting the Seller and/or any of the Purchased Assets. To Seller’s knowledge, no event has occurred
or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of any governmental
order relating to or affecting the Seller and/or any of the Purchased Assets.


 






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Section 4.05        No
Encumbrances. All Purchased Assets, and each individually is free and clear of any Encumbrances
and any rights of any third parties, to the maximum extent permitted by the Court-Order Liquidation and applicable law (other than,
for avoidance of doubt, any rights under any license or other agreement pursuant to which any such Purchased Assets was licensed
or acquired), including for the avoidance of doubt, any rights of any other or additional creditor(s) of Fifth Dimension.
The execution, delivery and performance of this Agreement and the documents delivered hereunder will not result in the creation
or imposition of any Encumbrance on the Purchased Assets. No other person or entity owns any of the Purchased Assets or any rights
thereto.


 


Section 4.06        Fifth
Dimension Representations. Seller confirms that Fifth Dimension does not make any representations
or warranties with respect ot the Purchased Assets under the Fifth Dimension APA.


 


Section 4.07        Due
Diligence. Seller has provided Buyer with access to all information relating to the Purchased
Assets and the Business that Seller has access to or possession of. Buyer is not aware of any such information containing false
or inaccurate information, but has not conducted any inquiry to verify the accuracy or completeness of the due diligence information.


 


Section 4.08        No
Material Adverse Change. As of Closing, since the date the Seller acquired the Purchased
Assets in the Foreclosure Sale, no event, occurrence, fact, condition or change, individually or in the aggregate, has occurred,
that is, or reasonably could be expected, to materially or adversely affect the condition, title, rights or use of the Purchased
Assets as existed as of the date of the Foreclosure Sale.


 


Section 4.09        Non-foreign
Status. Seller is not a “foreign person” as that term is used in Treasury
Regulations Section 1.1445-2.


 


Section 4.10       Brokers.
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with
the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller.


 


Section 4.11       Reliance.
Notwithstanding any investigation which may have been made or conducted by Buyer, it is
affirmed that these representations and warranties in this Article IV are conditions on which the Buyer has relied on in entering
into this Agreement and shall survive Closing as contemplated hereby.


 


ARTICLE V

Representations and warranties of buyer


 


Buyer represents and
warrants to Seller that the statements contained in this ‎ARTICLE V
are true and correct as of the date hereof. For purposes of this ‎ARTICLE V,
 “Buyer’s knowledge,” “knowledge of Buyer” and any similar phrases shall mean the actual knowledge
of [●], after reasonable due inquiry.


 


Section 5.01        Organization
and Authority of Buyer; Enforceability. Buyer is a [●] duly organized, validly existing
and in good standing under the laws of [●]. Buyer has full corporate power and authority to enter into this Agreement and
the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated
hereby. The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder and the
consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of
Buyer. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Buyer, and (assuming
due authorization, execution and delivery by Seller) this Agreement and the documents to be delivered hereunder constitute legal,
valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms.


 






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Section 5.02
        No Conflicts; Consents. The
execution, delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder, and the
consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the certificate
of incorporation, by-laws or other organizational documents of Buyer; or (b) violate or conflict with any judgment,
order, decree, statute, law, ordinance, rule or regulation applicable to Buyer. No consent, approval, waiver or
authorization is required to be obtained by Buyer from any Person in connection with the execution, delivery and performance
by Buyer of this Agreement and the consummation of the transactions contemplated hereby.


 


Section 5.03        Legal
Proceedings. There is no Action of any nature pending or, to Buyer’s knowledge,
threatened against or by Buyer that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by
this Agreement. To the knowledge of Buyer, no event has occurred or circumstances exist that may give rise to, or serve as a basis
for, any such Action.


 


Section 5.04       Brokers.
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with
the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.


 


Section 5.05        Capitalization.
Section 5.5 of the Disclosure Schedule sets forth (a) the authorized capital of Buyer, and (b) the capitalization
of Buyer immediately following the Closing including the number of shares of the following: (i) issued and outstanding Common
Stock, including, with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) granted stock options,
including vesting schedule and exercise price; (iii) shares of Common Stock reserved for future award grants under any stock
plan of Buyer; (iv) each series of Preferred Stock; and (v) warrants or stock purchase rights, if any. Except as set
forth in Section 5.5 of the Disclosure Schedule, there are no outstanding options, warrants, rights (including conversion
or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire
from the Company any shares of capital stock of Buyer, or any securities convertible into or exchangeable for any shares of capital
stock of Buyer.


 


Section 5.06
       Valid Issuance of Buyer Shares.
The Buyer Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this
Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions
on applicable securities laws. The Buyer Shares will be issued in compliance with all applicable securities laws. The shares
of capital stock of Buyer issuable upon conversion of the Convertible Note have been duly reserved for issuance, and upon
issuance in accordance with the terms of the Convertible Note, will be validly issued, fully paid and nonassessable and free
of restrictions on transfer other than restrictions on transfer set forth in the Convertible Note or applicable securities
laws.


 






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Section 5.07        AS-IS
SALE. BUYER ACKNOWLEDGES AND AGREES THAT, UNLESS EXPRESSLY STATED HEREIN, NEITHER,
SELLER, ITS AFFILIATES NOR THEIR RESPECTIVE REPRESENTATIVES HAVE MADE OR IS MAKING ANY WARRANTIES OR REPRESENTATIONS OF ANY
KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PURCHASED ASSETS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES
OR REPRESENTATIONS AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, BUYER ACKNOWLEDGES
AND AGREES THAT UPON THE CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS
IS, WHERE IS, WITH ALL FAULTS.”


 


ARTICLE VI

Covenants


 


Section 6.01       Public
Announcements. Unless otherwise required by applicable law, neither party shall make any
public announcements regarding this Agreement or the transactions contemplated hereby without the prior written consent of the
other party (which consent shall not be unreasonably withheld or delayed), provided that after the Closing, the Buyer shall be
permitted to make public announcements regarding this Agreement or the transactions contemplated hereby without the prior written
consent of the Seller.


 


Section 6.02       Bulk
Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales,
bulk transfer or similar laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the
Purchased Assets to Buyer.


 


Section 6.03        Transfer
Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other
such taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the underlying and related
documents hereunder (including any real property transfer tax and any other similar tax) shall be borne and paid by Buyer when
due. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer
shall cooperate with respect thereto as necessary).


 


Section 6.04        Further
Assurances. Each of the parties hereto shall execute and deliver such additional documents,
instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions
hereof and give effect to the transactions contemplated by this Agreement and the documents to be delivered hereunder.


 


ARTICLE VII

Indemnification


 


Section 7.01        Survival.
All representations, warranties, covenants and agreements contained herein and all related rights to indemnification shall survive
the Closing.


 


Section 7.02         Indemnification
By Seller. Seller shall defend, indemnify and hold harmless Buyer, its Affiliates and
their respective stockholders, directors, members, managers, officers, employees, agents, advisors, consultants, assigns and successors
from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’
fees and disbursements, arising from or relating to:


 






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(a)          any
inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or any document to be
delivered hereunder; and


 


(b)          any
breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or any
document to be delivered hereunder.


 


(c)         the
Excluded Assets held by Seller, solely to the extent relating to or arising out of Seller’s ownership of such Excluded Assets
during the Seller Ownership Period;


 


(d)         the
Excluded Liabilities, solely to the extent an such Excluded Liability was incurred, relates to or arose out of the Seller’s
ownership of the Purchased Assets during the Seller Ownership Period; and


 


(e)         the
Business or Purchased Assets, or events or circumstances related to the Business or Purchased Assets, solely to the extent relating
to or arising out of Seller’s ownership of the Business or the Purchased Assets during the Seller Ownership Period.


 


Section 7.03          Indemnification
By Buyer. Buyer shall defend, indemnify and hold harmless Seller, its affiliates and their
respective stockholders, directors, officers members, managers, employees, agents, advisors, consultants, assigns and successors
from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’
fees and disbursements, arising from or relating to:


 


(a)          any
inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement;


 


(b)          any
breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; and


 


(c)          the
Assumed Liabilities.


 


Section 7.04       Indemnification
Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled
to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other
party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting
from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and
expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory
to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel
and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action or if the Indemnifying
Party fails to defend any such Action in a timely manner, the Indemnified Party may, but shall not be obligated to, defend against
such Action in such manner as it may deem appropriate at the Indemnifying Party’s cost and expense, including, but not limited
to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem
appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying
Party of its indemnification obligations herein with respect to any damages resulting therefrom. The Indemnifying Party shall not
settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld
or delayed).


 






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Section 7.05        Limitations.
Notwithstanding anything to the contrary herein (but subject to Section 7.08), each Party’s aggregate liability
for indemnification pursuant to this ‎ARTICLE VII
shall not exceed the Purchase Price; provided, however, that the Seller’s maximum out-of-pocket liability shall be limited
to the sum of the Closing Cash Payment and any cash payments actually made to Seller in respect of the Convertible Note and/or
the Buyer Shares, and thereafter Buyer’s sole remedy shall be to exercise its rights of set off pursuant to Section 7.06.
In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special
or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach
of this Agreement, other than in the event of the Indemnifying Party’s fraud, willful misconduct or intentional misrepresentation.
The amount of any required payment by an Indemnifying Party pursuant to this ‎ARTICLE VII
in respect of any loss shall deduct therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually
received by the Indemnified Party from any insurance provider or any other third party in respect of any such claim. Each Indemnified
Party shall use its reasonable commercial efforts to recover all amounts payable from an insurer or other third party under any
such insurance policy or contract.


 


Section 7.06        Buyer’s
Right to Offset. Notwithstanding any other provision in this Agreement, Buyer may, following
a final, non-appealable adjudication that Seller is obligated to indemnify Buyer for losses hereunder, offset against any amounts
due to Seller, including by reducing the outstanding principal amount of the Convertible Note or repurchasing any Buyer Shares
(at a price per Buyer Share based on the fair market value as reasonably determined by the Buyer’s board of directors) or
other shares of capital stock issued to Seller upon the Convertible Note (at the conversion price of such shares of capital stock).
Neither the exercise of nor the failure to exercise such right of set-off will constitute an election of remedies or limit Buyer
in any manner in the enforcement of any other remedies that may be available to it.


 


Section 7.07        Tax
Treatment of Indemnification Payments. All indemnification payments made by Seller under
this Agreement shall be treated by the parties as an adjustment to the Purchase Price for tax purposes, unless otherwise required
by law.


 


Section 7.08        Exclusive
Remedy. The parties acknowledge and agree that their sole and exclusive remedy with respect
to any and all claims (other than claims arising from fraud, willful misconduct or intentional misrepresentation on the part of
the other party hereto or any of its Affiliates and their respective stockholders, directors, members, managers, officers, employees,
advisors, consultants and agents, in each case in connection with the transactions contemplated by this Agreement) for any breach
of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the transactions contemplated
by this Agreement, shall be pursuant to the indemnification provisions set forth in this ‎ARTICLE VII.


 






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ARTICLE VIII

Miscellaneous


 





Section 8.01        Expenses.
All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such costs and expenses.


 


Section 8.02        Notices.
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed
to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee
if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a
PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business
day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered
mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses
(or at such other address for a party as shall be specified in a notice given in accordance with this ‎Section 8.02):


 


	If to Seller:	
         

         

	with a copy to:	
        DLA Piper LLP (US)

        2000 Avenue of the Stars

        Suite 400, North Tower

        Los Angeles, California 90067-4704

        Attention: Eric Goldberg

        E-mail: Eric.Goldberg@us.dlapiper.com

         

	If to Buyer:	
        CITTA, Inc.

        1185 Avenue of the Americas, Suite 301

        New York, NY 10036

        Attn: Edmundo Gonzalez, CEO

         

	with a copy to (which shall not consitute notice):	Pearl Cohen Zedek Latzer Baratz
        LLP

        50 Congress St.

        Boston, MA 02109

        Attention: Oded Kadosh, Esq.

        E-mail: OKadosh@PearlCohen.com

         



 


Section 8.03        Headings.
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 


Section 8.04       Severability. If any
term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such
term or provision in any other jurisdiction.


 






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Section 8.05        Entire
Agreement. This Agreement and the documents to be delivered hereunder constitute the sole
and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior
and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter, including, for avoidance
of doubt, that certain Memorandum of Understanding, dated April 5, 2019, signed by the parties, which is hereby irrevocably
terminated. In the event of any inconsistency between the statements in the body of this Agreement and the documents to be delivered
hereunder, and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements
in the body of this Agreement will control.


 





Section 8.06       Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder
without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided that
either party may assign its rights or delegate its responsibilities without such consent to any of its Affiliates or in connection
with the sale of all or substantially all of its assets or the merger, consolidation or similar reorganization or business combination
of such party. No assignment shall relieve the assigning party of any of its obligations hereunder.


 


Section 8.07        No
Third-party Beneficiaries. Except as provided in ‎ARTICLE VII,
this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing
herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.


 


Section 8.08        Amendment
and Modification. This Agreement may only be amended, modified or supplemented by an agreement
in writing signed by each party hereto.


 


Section 8.09        Waiver.
No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by
the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default
not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after
that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement
shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


 


Section 8.10        Governing
Law. This Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State
of New York or any other jurisdiction).


 


Section 8.11        Submission
to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this
Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the
courts of the State of New York in each case located in the city of New York and County of New York, and each party irrevocably
submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.


 






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Section 8.12        Waiver
of Jury Trial. Each party acknowledges and agrees that any controversy which may arise
under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally
waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or
the transactions contemplated hereby.


 





Section 8.13        Specific
Performance. The parties agree that irreparable damage would occur if any provision of
this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance
of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.


 


Section 8.14       Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


[signature page follows]


 






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Execution Copy


 


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


 





	 	CITTA, INC.
	 	 
	 	By 	/s/ Edmundo Gonzalez







	 	Name: 	Edmundo Gonzalez






	 	Title: 	CEO
	 	 






	 	SQN Venture Income Fund, L.P.
	 	 
	 	By	 /s/ Ryan McCalley






	 	Name: 	Ryan McCalley






	 	Title: 	Managing Partner


 


[Signature Page to Asset Purchase Agreement]