Exhibit 10.4 


NOTE
PURCHASE AGREEMENT


 


This Note Purchase Agreement (this “Agreement”)
is made and entered into as of the 2nd day of September 2016, by and between Smoofi, Inc., a Nevada corporation (“Seller”),
Wendy Moore, an individual residing in Orange County, California,  or her assigns (“Purchaser”), collectively
referred to herein as the “Parties” or individually as a “Party”.


 


W I T N
E S S E T H:


 


WHEREAS, the Seller desires to
sell a promissory note in the principal amount of $10,000 to the Purchaser, and the Purchaser desires to purchase such note from
the Seller pursuant to the terms and conditions contained herein;


 


NOW THEREFORE, in consideration
of the mutual covenants, agreements, conditions, representation, and warranties contained in this Agreement, the Seller and the
Purchaser hereby agree as follows:


 


		1.  PURCHASE	AND SALE OF THE PROMISSORY NOTE



 


1.1  Purchase and Sale of
Note.  Subject to the terms and conditions of this Agreement, the Seller hereby agrees to issue to the Purchaser and
the Purchaser hereby agrees to acquire from the Seller a certain Promissory Note in the aggregate principal amount of Ten Thousand
Dollars (US$10,000), attached hereto as Exhibit A (“Note”).


 


1.2  Closing.  The
purchase and sale of the Note shall take place at such time and place as the Seller and Purchaser shall mutually agree (which
time and place are designated as the "Closing").  


 


		2.  REPRESENTATIONS	AND WARRANTIES OF THE SELLER.



 


2.1  Authorization.  The Seller represents
and Certificates that all action on the part of Seller necessary for the authorization, execution, delivery, and performance of
all the obligations of Seller under this Agreement has been taken prior to the Closing Date and that this Agreement constitutes
a valid and legally binding obligation of Seller enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally
and to general equitable principles.  Seller may also sell all securities and execute a promissory note as contemplated by
this Agreement.


 


3.  REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER


 


3.1  Authorization.  Purchaser represents
and certifies that all action on the part of Purchaser necessary for the authorization, execution, delivery, and performance of
all the obligations of Purchaser under this Agreement has been taken prior to the Closing Date and that this Agreement constitutes
a valid and legally binding obligation of Purchaser enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, and moratorium laws and other laws of general application affecting enforcement of creditors’
rights generally and to general equitable principles.



    	 



    	 



    




3.2  “Accredited Investor".  The
Purchaser represents that it is an "accredited investor" as such


term is defined in the SEC's Rule 501 under Regulation D
of the Securities Act of 1933, as amended (the "Securities Act")


 


3.3  Investment Intent.  The Purchaser
represents that it is acquiring the Note hereunder for investment and not with a view to the sale or other distribution thereof
within the meaning of the Securities Act, and that the Purchaser has no present intention of selling or otherwise disposing of
all or any portion of the Note.  The Purchaser represents that it is acquiring the Note for the Purchaser's own account and
that no one else has any beneficial ownership in the Note to be acquired hereby.


 


3.4  Access to Information;
Independent Investigation.  The Purchaser, in making the decision to purchase the Note, has relied upon independent investigations
made by him or her representative, if any, and the Purchaser or her representative have, prior to any sale to the Purchaser, been
given access and the opportunity to ask questions of and to receive answers from, the Seller or any person acting on her behalf
concerning the books and records of the Seller, all material contracts and documents of the Seller, and the terms and conditions
of the transactions contemplated by this Agreement. Purchaser or her representative have been furnished with all materials relating
to the business, finances, and operation of the Seller and the Purchaser or her representative has received complete and satisfactory
answers to any and all inquiries relating thereto. In this regard, Purchaser expressly acknowledges that he has conducted, or has
been afforded the opportunity to conduct an investigation of the Seller, and has been offered the opportunity to ask representatives
of the Seller, questions about the Sellers financial condition, together with current and proposed future business plans, and that
Purchaser has obtained such available information as Purchaser has requested, to the extent Purchaser has deemed necessary, to
permit it to fully evaluate the merits and risks of an investment in the Note. Purchaser is satisfied as to all inquiries that
Purchaser has concerning the Seller and her business activities, and the purchase of the Note.


 


3.5  No Registration Rights.
Purchaser understands that there may be restrictions on the ability of the holder of the Note to collect on the Note. Further,
the Note will not be, and Purchaser has no right to require that the Note be registered by the Seller. Purchaser understands that
there is no public market for the Note.


 


4.  MISCELLANEOUS PROVISIONS


 


4.1  Modifications and Waivers.  This
Agreement may not be amended or modified, nor may the rights of any Party hereunder be waived, except by a written document that
is executed by the Purchaser and the Seller.


                                      


4.2  Assignment.  This Agreement is
and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.


 


4.4  Rights and Obligations
of Third Parties.  Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies
under or by reason of this Agreement on any persons other than the parties to it and their respective successors and permitted
assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third parties to
any party to this Agreement, nor shall any provision give any third party any right of subrogation or action against any party
to this Agreement.




    	 



    	 



    

 


 


4.5  Notices.  Any
notice, request, consent, or other communication hereunder shall be in writing, and shall be sent by one of the following means:
 (i) by registered or certified first class mail, postage prepaid; (ii) by facsimile transmission; (iii) by reputable
overnight courier service; or (iv) by personal delivery, and shall be properly addressed as follows:


 


If to the Seller, to:





Smoofi Inc..


1031 Calle Recodo Ste B


Suite 4217


San Clemente, CA 92673


Tel: 949.973.0684


Email: info@smoofi.com


 


If to the Purchaser, to:


 


Wendy Moore


 


 


 


Email:
 


 


or to such other address or addresses as the Seller or the
Purchaser shall hereafter designate to the other Party in writing.  Notices sent by mail or by courier shall be effective
seven (7) days after they are sent, and notices delivered personally or by facsimile shall be effective at the time of delivery
thereof.


 


4.6  Entire Agreement.
 This Agreement constitutes the entire agreement between the parties hereto in relation to the subject matter hereof.  Any
prior written or oral negotiations, correspondence, or understandings relating to the subject matter hereof shall be superseded
by this Agreement and shall have no force or effect.  The representations, warranties, covenants and agreements made herein
shall survive any investigation made by the Purchaser.


 


4.7  Severability.  If
any provision which is not essential to the effectuation of the basic purpose of this Agreement is determined by a court of competent
jurisdiction to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of the remaining
provisions of this Agreement.


 


4.8  Headings.  The
headings of the Sections of this Agreement are inserted for convenience of reference only and shall not affect the construction
or interpretation of any provisions hereof.


 


4.9  Counterparts.  This
Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all
of which together shall constitute one and the same instrument.


 


4.10  Expenses.  Each
Party shall bear and pay the legal and other expenses incurred in connection with negotiating and preparing this Agreement on their
behalf.




    	 



    	 



    

 


 


4.11  Governing Law.  This
Agreement shall be construed in accordance with and governed by the laws of the State of Nevada.


 


4.12  Delays or Omissions.
 No delay or omission to exercise any right, power, or remedy accruing to either Party, upon any breach or default of the
other Party under this Agreement, shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any
such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any
waiver, permit, consent, or approval of any kind or character on the part of either Party of any breach or default by the other
Party under this Agreement, or any waiver of any provisions or conditions of this Agreement must be made in writing and shall be
effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement or by law
or otherwise afforded to either Party, shall be cumulative and not alternative.


 


4.13  Attorneys' Fees.
 If either Party elects to pursue legal action to enforce its rights under this Agreement, and if a court of competent jurisdiction
adjudicates the matter, then the prevailing party in such action shall be entitled to receive from the losing party all costs and
expenses, including but not limited to the reasonable fees of attorneys, accountants, and other experts, incurred by the prevailing
party in investigating and prosecuting (or defending) such action at the initial trial and appellate levels.


 


14.14  Further Assurances. Each of
the Parties to this Agreement shall use such Party's commercially reasonable efforts to take such actions as may be necessary or
reasonably requested by the other Parties to this Agreement to carry out and consummate the transactions contemplated by this Agreement
by the Closing Date or extension thereof.


 


IN WITNESS WHEREOF, the Seller and the
Purchaser have each caused this Agreement to be executed by their duly authorized representatives to be effective as of the day
and year first above written.


 


	PURCHASER:	Wendy Moore
	 	 
	 	 
	 	 
	 	 
	 	 
	SELLER:	Smoofi, Inc.
	 	 
	 	 
	 	 
	 	Fred Luke, President


   


 


 


 


 


 




    	 



    	 



    

 


EXHIBIT
A


 


Convertible
Promissory Note