Asset Purchase Agreement


 


AGREEMENT, made the eth day of September, 2016 in the State of New
York between


 


MIDWOOD DISTRIBUTORS INC, a New York Corporation whose address is
120Jersey Avenue, New Brunswick, NJ 08901


 


hereinafter called the Transferor, and


 


EMBER THERAPEUTICS, INC., a Delaware Corporation


whose address is 302 West 121 Street, Suite 114, New York, NY 10014


 


hereinafter called the Transferee.


 


SUBJECT MATTER OF SALE:


Closing Date


1.                  
The Transferor agrees to sell to the Transferee and the Transferee agrees to buy the following
described business:


 


Dermasilk Brands a line of anti-aging skin
care products, including products under such name brands as 5min, Flawless, 90 Sec Eye, 30 Sec Neck, Triple Sculpting Cream, Oxygen
Mask., 1 Min Eraser Pen, 10 Min Ultimate Kit, Skin Perfect, Miracle Cream, 5 Min Beauty Cream, 1 Min Collagen Lift, Anti-Wrinkle
Supplement, and Night Repair and the Dermasilk trademarks and intellectual property, inventory, formulas, patents, website - www.dermasilkbrands.com.
800 number 800-886-9052, customer and vendor list, marketing materials, video clips, Facebook account, twitter account, and Instagram
account


 


located at: 120 Jersey Avenue, New Brunswick,
NJ 08901


 


including the stock in trade., fixtures, equipment,
accounts receivable post transaction, contract rights, good will, licenses, rights under any contract for telephone service or
other rental, free and clear of any debts, mortgages, security interests or other liens or encumbrances except as herein


	
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 stated. Title shall be closed on or about the 8th ay of September, 2016 at a place and time to be determined.


 


PURCHASE PRICE AND TERMS OF PAYMENT:


2.                  
Ember will pay to DermaSilk's Shareholders the total sum of $2,000,000 in the manner and according
to the following:


		1.	On the date that the transaction closes (the "Closing Date"),
Buyer will (or will cause):



		a.	the issuance of $2.0 million in shares of Ember common stock (the
"Common Stock"), with the share price of $0.95



 


CREDITORS LIST:


3.                  
Transferor shall furnish Transferee with a list of Transferor's existing creditors, containing
the names and business addresses of all creditors of the Transferor, with the amounts owed to each, which obligations Transferee
agrees to be responsible for. Such list of creditors shall be attached to this agreement.


 




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LIQUIDATED DAMAGES:


4.                  
Any willful, capricious or other inexcusable default hereunder on the part of either party
shall entitle the aggrieved party to the sum of $2,000,000 as liquidated damages for breach of this contract in addition to repayment
in full of any sum paid hereunder as aforesaid, said amount being hereby agreed upon by reason of the difficulty in reducing the
exact damages actually sustained to a mathematical certainty.


 


BROKER:


Commissions


5.                  
The parties agree that lnbar Group, 1 Penn Plaza, Suite 6318, New York, NY 10119 is the only
broker who brought about this sale. The Transferor shall pay to the Broker when and if title closes a commission at the rate of
ten per cent (10%) of the consideration paid by Transferee to Transferor in whatever form such consideration is paid. The Buyer
will issue stock certificates directly to Broker corresponding to the agreed to fees.


 


WARRANTIES SURVIVE:


6.                  
The warranties and covenants contained herein shall survive the Bill of Sale and become a
part thereof and continue in full force as though set forth at length therein.


 


PRIOR NAMES AND ADDRESS:


7.                  
Transferor represents that Transferor has not used any other business names and/or addresses
within the three years last past except as follows: NONE


 


DEFINITION OF GOODS:


8.                  
The terms "goods" as defined and used in the Uniform Commercial Code shall apply
to this agreement.


 


CAPTION:


9.                  
 The captions are inserted only as a matter of convenience and for reference and in no way
define, limit or describe the scope of this agreement nor the intent of any provision thereof.


 


The terms, warranties and
agreements herein contained shall bind and inure to the benefit of the respective parties hereto, and their respective legal representatives,
successors and assigns.


 


The gender and number used
in this agreement are used as a reference term only and shall apply with the same likewise include the plural.


 


This agreement may not
be changed orally.


 


IN WITNESS WHEREOF, the
Parties have respectively signed and sealed these presents the day and year first above written.


 


	
        TRANSFEROR:

         

        Midwood Distribustors Inc.

         

         

        /s/ Steve Deutsch

        By: Steve Deutsch

        President
	
        TRANSFEREE:

         

        Ember Therapeutics, Inc.

         

         

        /s/ Joseph Hernandez

        By: Joseph Hernandez

        President



 




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BILL OF SALE


 


BILL OF SALE, made, executed and delivered on
September 8, 2016, Dermasilk, Inc., a Division of Midwood Dist NY corporation (the "Seller"), acting on behalf of itself
and all of its subsidiary and affiliated companies, and Ember Therapeutics, Inc., a Delaware corporation (the "Purchaser'').


 


WITNESSETH


 


WHEREAS, the Seller and the Purchaser are parties
to that certain Asset Purchase Agreement dated September 8, 2016 by and between Purchaser and Seller (the "Agreement"),
which agreement is incorporated herein in its entirety, providing for, among other things, the transfer and sale to the Purchaser
of the Purchased Assets, and on the terms and conditions provided in the Agreement.


 


WHEREAS, the Purchaser and the Seller now desire
to carry out the intent and purpose of the Agreement by the Seller's execution and delivery to the Purchaser of this instrument
evidencing the sale, conveyance, assignment, transfer and delivery to the Purchaser of the Purchased Assets, subject to the Assumed
Liabilities and subject to the terms and conditions of the Agreement.


 


NOW, THER£FORE, in consideration of the
foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Sell.er does hereby, effective from and after the date hereof, sell, convey, assign, transfer and deliver unto the Purchaser
and its successors and assigns, forever, the entire right, title and interest in, to and under the Purchased Assets, subject only
to the Assumed Liabilities and subject to the terms and conditions of the Agreement and free and clear of Liens.


 


TO HAVE AND TO HOLD the Purchased Assets unto
the Purchaser, its successors and assigns, FOREVER.


 


This Bill of Sale shall be construed and enforced
in accordance with applicable federal Jaw and the laws (other than the conflict of law roles) of the State of New York.


 


In the event that any provision of this Bill
of Sale is construed to conflict with a provision of the Agreement, the provision of the Agreement shall be deemed to be controlling.


 


This instrument shall be binding upon and shall
inure to the benefit of the respective successors and assigns of the Seller and the Purchaser.


 


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IN WITNESS WHEREOF, this Bill of Sale has been duly executed and
delivered by a duly authorized representative of the Seller on the date first above Written.


 


 


Dermasilk, Inc.


 


 


By: /s/ Steve Deutsch


Name: Steve Deutsch


Title: President




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        Vendor Name

         

        Concept Labs
	
        Vendor Address

         

        1400 West Wabansia Ave
	
        Vendor Phone Number 

         

        773-395-7300
	
        Invoice Number

         

        101949
	
        Invoice Amount 

         

        $4,302.00

	 	Chicago, I L 60642	 	101985	$1,179.67
	 	 	 	102223	$7,913.70
	 	 	TOTAL	 	
         

        $13,395.37

	Stephen Gould	360 New Haven Ave Milford, CT 06460	203-305-5210	5193905	$6,363.00
	 	 	TOTAL	 	
         

        $6,363-00

	Acla pt-A-Pack	201 W. 6th Street	815-834-9200	47190	$1,480.08
	 	Lockport, IL 60441	 	 	 
	 	 	TOTAL	 	
         

        $1,480.08

	Janco Press	20 Floyds Run Road	631-563-3003	40190	312.5
	 	Bohemia, NY 11716	 	40246	671
	 	 	TOTAL	 	
         

        $983.50



 








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