Exhibit 10.5


 


Sale & Purchase Agreement 


 


THIS SALE &
PURCHASE AGREEMENT ("Agreement") is made effective as of the 31st day of December, 2014, (“Effective Date”)
between Hart Acquisitions, LLC ("Hart"), a Georgia corporation with a business address of 22 Barnett Shoals Rd. Watkinsville,
GA 30677 (“Hart Farm”), and Natural Dairy, Inc. ("Seller"), whose business address is 1193 Seven Oaks Rd,
Waynesboro, GA 30830 ("Seller’s Farm").


 


WHEREAS, Hart
is in the business of farming; and Seller owns farming related equipment (the "Equipment") and intellectual property
related to the farming that Hart is engaged in (the “IP”) that it desires to sell to Hart.


 


NOW, THEREFORE,
in consideration of the mutual covenants herein and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


 


1.Sale of Equipment and IP.
Hart agrees to purchase the Equipment and IP at the Seller’s Farm; which shall include the following:


Computer Equipment


Furniture


Agricultural Equipment


Vehicles


2 ATVs


Silage Wagon


Mower


Drill


Plate Meters


Tractor


Squeeze Chute


All of the Intellectual Property (as defined
in that certain Deed of Acknowledgement relating to Intellectual Property, dated September 3, 2009, between Hart, Seller and certain
other parties thereto)


  


2.Purchase Price. Hart agrees
to pay a purchase price of One Hundred Twenty Five Thousand Dollars ($125,000.00), which amount shall be paid to Seller by January
31, 2015. Prior to January 31, 2015 and at either parties option, this contract may be cancelled by notification in writing without
penalty to either party. Additionally, in the event Hart or any of its affiliates sells the Intellectual Property or licenses the
Intellectual Property to a third party at any time prior to January 31, 2020, Seller shall be entitled to 20% of the amounts received
by Hart or any of its affiliates resulting from such sale or license


 


3.Responsibilities of Hart.
Hart at its sole expense shall: (a) take possession of the Equipment on a date of its choosing being no later than January 31,
2015 (“Possession Date”); and (b) bear all transportation costs from the Seller’s Farm to the Hart Farm;.


 






    	 



    	 



    

  


4.Responsibilities of Seller.
Seller, at its sole expense, hereby represents, warrants and covenants, that Seller : (a) shall continue, at all times following
the Effective Date, to maintain in the normal course of its operations, all Equipment and all shall bear all costs and expenses
related thereto until Hart takes possession (d) guarantees that upon payment of the Total Purchase Price, any and all liens, claims,
security interests or other encumbrances on or against the Equipment shall be released and the Equipment shall become the free
and clear property of the Hart.


 


5.Confidentiality. Hart and
Seller hereby agree that the terms of this Agreement, including, without limitation, all of the pricing related to the Equipment
shall remain strictly confidential.


 


6.Intentionally left blank


 


7.Intentionally left blank


 


8.Miscellaneous Provisions.
This Agreement may not be assigned by either party without prior written consent of the other party. This Agreement shall be construed
in accordance with and governed by the laws of the State of Georgia, without regard to any applicable conflicts of law provisions.
This Agreement constitutes the entire agreement between the parties and can be modified only in writing signed by all parties hereto.
Upon the Effective Date of this Agreement, this Agreement shall fully supersede any prior agreement(s) of the parties, written
or oral, as to the subject matter hereof. Failure to insist upon strict compliance with any term, covenant, or condition of this
Agreement shall not be deemed a waiver to it. Moreover, no waiver or relinquishment of a right or power under this Agreement shall
be deemed a waiver of it at any other time. The invalidity or unenforceability of any provision hereof shall in no way affect the
validity or enforceability of any other provision.


 


IN WITNESS WHEREOF, the parties
have executed this Agreement effective as of the date first above written.


 


	HART ACQUISITIONS, LLC	 	SELLER:  Natural Dairy, Inc.
	 	 	 
	/s/ Richard Watson	 	/s/ Paul Vassilakos    
	 	 	 
	By: Richard Watson	 	By: Paul Vassilakos
	 	 	 
	Its: Managing Member	 	Its: CEO