Purchase and Sale Agreement


This Purchase and Sale Agreement (this “Agreement”),
dated as of July 6, 2021 (the “Effective Date”), is entered into by and between Labor Smart, Inc., (“Labor
Smart”), Takeover Industries, Inc. (“Takeover”) (Labor Smart and Takeover may be referred to collectively
as the “Seller”), and Ryan Schadel (“Schadel”).


RECITALS 


WHEREAS, Labor Smart, Inc., entered into a Stock Purchase Agreement
and a Business Purchase Agreement (collectively, the “Purchase Agreement”) with the shareholders of Takeover on February
26, 2021, with TakeOver becoming a wholly owned subsidiary of Labor Smart, and the shareholders of Takeover collectively assuming a controlling
voting interest of Labor Smart; 


WHEREAS, Labor Smart is in the business of providing temporary
staffing and employment services (the “Staffing Business”, as defined in Section 1 below);


WHEREAS, TakeOver is in the business of creation and sale of
food, beverages and associated lifestyle brands (the “Takeover Business”);


WHEREAS, Prior to the closing of the Purchase Agreement, the
CEO of Labor Smart was Schadel, a resident of Georgia;


WHEREAS, Joseph “Joe” Pavlik, the CEO of TakeOver,
has become the CEO of Labor Smart and has installed new management and a sales team to operate the Takeover Business;


WHEREAS, Labor Smart, through Schadel, continued to operate
the Staffing Business subsequent to the closing of the Purchase Agreement without the knowledge of TakeOver’s management team; and


WHEREAS, TakeOver and Labor Smart wish to sell the Staffing
Business in its entirety, including all assets and liabilities of any kind or nature related to the Staffing Business, which may have
exist as of the date of this Agreement, or which may arise subsequent to the date of this Agreement, whether known or unknown,, to Schadel.


NOW THEREFORE, in consideration of the mutual promises of Seller
and Schadel contained herein, and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged,
on the Effective Date, THE PARTIES HERETO AGREE AS FOLLOWS:


 


	1.	Sale and Purchase of Staffing Business


With the execution and delivery of this Agreement, Seller shall
have sold, transferred, assigned and conveyed to Schadel, and Schadel shall have purchased and received from Seller, all one hundred percent
(100%) of Seller’s rights, title to and interest in the Staffing Business, all of Seller’s interest in all of Seller’s
rights, title to, interests in, and obligations under all contracts, agreements, assets, and liabilities of any kind or nature, known
or unknown, which exist as of the date of this Agreement or that exist subsequent to the date
of this Agreement pertaining to said Staffing Business. “Staffing Business” means and includes all of Seller’s rights,
title and interest in any business operating within Labor Smart before the closing of the Purchase Agreement, and, after the TakeOver
purchase, any business providing employment or staffing services or any other business of any kind or nature operated by Schadel not disclosed
to TakeOver. “Staffing Business” further includes all of Seller’s rights, title to, interests in and obligations under
agreements, contracts and all liabilities related to the Staffing Business as defined herein.


    	 



    	 



    

	 	2.2	Assignments and Assumptions


Upon execution of this Agreement, Seller shall sell, transfer,
convey and assign to Schadel, and Schadel shall purchase, receive and assume from Seller, all of Seller’s rights, title to, interests
in and liabilities and obligations in connection with the Staffing Business. It is explicitly agreed and acknowledged by Schadel that
Labor Smart, Takeover, and each of their respective officers and directors shall have no liability for any of the liabilities associated
with the Staffing Business or any other business operated by Schadel or his affiliates either prior to, or subsequent to the date of this
Agreement.


 


	3.	Purchase Price


In exchange for the assets, liabilities, and interests purchased,
transferred, conveyed and assigned by Seller to Schadel, Schadel shall pay a non-refundable cash fee of Five Hundred Thousand Dollars
($500,000) as follows:


1. Upon execution, Schadel will pay $300,000 cash to Labor
Smart or Takeover, in the discretion of the board of directors of Labor Smart. 


2. Within 90 days of the Effective Date, Schadel will pay, or
will cause to be paid, an additional $200,000 to Labor Smart or Takeover, in the sole discretion of the board of directors of Labor Smart.


3. Schadel will assume the approximately $1,300,000 of known
debt related to the Staffing Business, as well as all other debts related to the Staffing Business that are unknown to Labor Smart and
Takeover. 


4. Schadel will assume all liability for repayment on two promissory
notes from Alpha Capital, Inc. to Takeover, which are as follows: (i) a promissory note for $150,000, executed on April 20, 2021; and
(ii) a promissory note for $90,000, executed on May 25, 2021.


5. With respect to the Staffing Business, Schadel will assume
any and all associated leases, liabilities, loans, claims, accounts, known or unknown, public or private, now known or in the future,
including but not limited to: 


(i) A Paycheck Protection Program Loan to Laborsmart, Inc.,
SBA Loan #6345837805, in the amount of $1,007,000.




    	 



    	 



    

(ii) Any Alpha Capital Group, Inc. promissory notes or other
debts related to Laborsmart, Inc., Labor Smart, Inc. or the Staffing Business. 



	5.	Representations and Warranties of Seller.



    Seller is a corporation duly organized, validly existing and
    in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority: to conduct its business
    in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in
    which its property and assets are currently owned or leased and used.


The Seller has all necessary corporate power and authority to
    enter into and to perform its obligations under this Agreement. The Seller’s Board has (i) determined that this Agreement is fair
    to, advisable and in the best interests of the Seller and its stockholders, and (ii) approved and declared advisable this Agreement. This
    Agreement has been duly executed and delivered by the Seller and assuming the due authorization, execution and delivery by Schadel, constitutes
    the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.


Representations and Warranties of Schadel.


Ryan Schadel represents and warrants as follows:

The Staffing Business is duly organized,
validly existing and in good standing under the laws of the states in which it operates. The Staffing Business is qualified to do business
in and is in good standing under the laws of each state in which it does business or holds property, other than other than any failure
to be so qualified or in good standing that would not have a material adverse effect (“MAE”) on the Staffing Business
to be transferred, considered collectively as a whole.


The Staffing Business is not subject to,
and Schadel does not believe there is any potential for, any judgments, liens, contracts, lawsuits, potential lawsuits, claims, loans,
debts, encumbrances, demands, rights, actions, causes of action, damages, losses, obligations, duties, suits, costs, expenses, matters
and issues of any kind or nature whatsoever, known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed,
hidden or concealed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued other than those specifically identified in
this Agreement, and Schadel has not failed to disclose any such liabilities to Seller.


All banks account associated in any way
with the Staffing Business have been identified by Ryan Schadel.


Schadel has the ability to pay the purchase
price listed in Section 3 of this Agreement.


All taxes due under or with respect to the
Staffing Business have been properly and timely paid when due, or funds have been set aside by Schadel for such purpose.




    	 



    	 



    
	6.	Assumption of
Obligations



As of the Effective Date, and for purposes of clarity, it is
explicitly agreed and acknowledged by Schadel that Labor Smart, Takeover, and each of their respective officers and directors shall have
no liability for any of the liabilities associated with the Staffing Business or any other business operated by Schadel or his affiliates
either prior to, or subsequent to the date of this Agreement, and Shadel shall assume all such liabilities.


 


7. Integration. As of the Effective Date,
this document and any attachments hereto contain the entire understanding of the parties related to the sale of the Staffing Business
to Schadel, and there are no additional oral agreements, understandings or representations relied upon by the parties.  Any modifications
must be in writing and signed by all parties. As time is of the essence for this transaction, the parties recognize that addenda to this
Agreement may be necessary, particularly with regard to the liabilities of the Staffing Business. The parties agree to work together to
create any such addenda.


8.  Indemnity.  Seller has relied on the accuracy
of information supplied by Schadel in order to enter into this Agreement.  Seller assumes no responsibility for accuracy of such
information or for errors or omissions.   Schadel shall be responsible for, shall pay on a current basis, and shall indemnify, save,
hold harmless, discharge and release Seller, all of its affiliates, successors and permitted assignees, and all of their respective stockholders,
directors, officers, employees, agents and representatives (collectively, “Seller Indemnified Parties”) from and against
any and all Liabilities arising from, based upon, related to or associated with (a) any act, omission, liability, or event involving
or relating to the Staffing Business or any other business operated by Schadel or his affiliates, known or unknown, and that occur subsequent
to the date of this Agreement, or that have occurred prior to the date of this Agreement; (b) the material inaccuracy of any representation
or warranty of Schadel set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered
in connection with this Agreement; (c) the material breach of, or failure to, perform or satisfy, any of the covenants of Schadel
set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this
Agreement; and (d) any liability of Schadel not expressly assumed by Seller hereunder.


 


Schadel agrees to defend, indemnify and hold harmless Seller
and its agents, partners, officers, directors, contractors and advisors against any damages, losses, claims, liabilities and/or lawsuits
to which any of them may become subject in connection with services rendered herein, this Agreement or caused or alleged to be caused
by the acts or omissions of Schadel, including payment of all reasonable attorneys’ fees and litigation expenses incurred by them
arising from or in connection with any action or claim made in connection therewith, whether or not resulting in any liability. Provisions
of this Section shall indefinitely survive termination or expiration of this Agreement.




    	 



    	 



    

It is understood that Schadel will obtain his own legal, accounting,
tax, investment or securities advice in connection with this transaction.


 


	9.	Conflict Waiver


Schadel and Seller each acknowledge that they have been involved
in Labor Smart at one time, and that they and their counsel may have had access to material information. The parties agree to waive any
conflicts of interest because of their association with Labor Smart. Counsel for the parties (i.e., Mitchell Silberberg & Knupp
LLP and Karish & Bjorgum PC) have not negotiated any term herein but have merely attempted to reduce to writing the agreements
reached between the parties. Schadel and Seller have been advised that a conflict of interest exists between their respective interests.
As a result, Schadel and Seller have been advised to consider seeking the advice of their own independent counsel. Each of Schadel and
Seller hereby acknowledge that it had ample opportunity to do so, has obtained such independent advice as it deems necessary, or has elected
not to seek such independent advice. Each of Schadel and Seller further acknowledge and agree that any and all claims against (i.e.,
Mitchell Silberberg & Knupp LLP and Karish & Bjorgum PC) regarding any possible conflict of interest with regard to this Agreement,
the Exhibits and Schedules hereunder, the preparation thereof, are now and are forever irrevocably waived.


 

	10.	Invalid Provisions



 


If any provision of this Agreement is held to be illegal, invalid
or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and the remaining
provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Agreement.


 


	11.	Multiple Counterparts


This Agreement may be executed in a number of identical counterparts,
each of which for all purposes is to be deemed an original, and all of which constitute, collectively, one agreement. In addition, this
Agreement may be executed in a number of counterparts, any one of which may contain the execution of either Schadel or Seller, and all
of such counterparts taken together shall constitute one completely executed original agreement.


	12.	Governing Law


This Agreement shall be governed and construed in accordance
with the laws of the State of California without giving effect to any principles of conflicts of laws. The validity of the various conveyances
affecting title to real property shall be governed by and construed in accordance with the laws of the jurisdiction in which such property
is situated. The representations and warranties contained in such conveyances and the remedies available
because of a breach of such representations and warranties shall be governed by and construed in accordance with the laws of the State
of California without giving effect to the principles of conflicts of laws.



    	 



    	 



    
	13.	Notices


All notices required or permitted under this Agreement shall
be in writing and, (a) if by air courier, shall be deemed to have been given one Business Day after the date deposited with a recognized
carrier of overnight mail, with all freight or other charges prepaid, (b) if by telecopier, shall be deemed to have been given when
actually received, and (c) if mailed, shall be deemed to have been given three Business Days after the date when sent by registered
or certified mail, postage prepaid, addressed as follows:


 


To Schadel:


Ryan


 


To Seller:


Takeover Industries, Inc.


c/o Eric Bjorgum


Karish & Bjorgum


119 E. Union St., Suite B


Pasadena, CA 91103


Fax: (213) 995-5010


 

	14.	Like-Kind Exchange



Either of Seller and Schadel may consummate (and the
other Parties represent and commit that they shall reasonably cooperate with) the sale/acquisition of the Staffing Business as part of
a so-called like kind exchange (the “Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended,
provided that; (i) the Closing shall not be delayed or affected by reason of the Exchange, nor shall the consummation or accomplishment
of the Exchange be a condition precedent or condition subsequent to any party’s obligations under this Agreement; and (ii) no
Party shall be required to acquire or hold title to any real property for purposes of consummating the other party’s Exchange; and
(iii) neither Party shall incur any cost or liability in connection with the other Party’s exchange. No Party shall, by this
Agreement or acquiescence to the other Party’s exchange, have its rights under this Agreement affected or diminished in any manner
or be responsible for compliance with or be deemed to have warranted to the other party that any Exchange in fact complies with Section 1031
of the Internal Revenue Code of 1986, as amended. 


 




    	 



    	 



    

IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and delivered, effective as of the Effective Date. 


 





	Takeover Industries, Inc.	 	Ryan Schadel 	 
	 	 	 	 
	By: Toby McBride	 	/s/ Ryan Schadel	 
	Name: Toby McBride	 	Dated: 7/14/2021	
	Its: Chief Executive Officer	 	 	 
	 	 	 	 
	Dated: 7/14/2021	 	 	 
	 	 	 	 
	Labor Smart, Inc.	 	 	 
	 	 	 	 
	/s/ Joe Pavlick	 	 	 
	Joe Pavlick	 	 	 
	Its: Chief Executive Officer	 	 	 
	Dated: 7/14/2021