Exhibit 10.1


 


EXECUTION VERSION


 


STOCK PURCHASE AGREEMENT


 


among


WHE
AGENCY, INC.


 


Peace
love yoga foundation,


 


tracy
willis


 


and


 


CREATD
PARTNERS, LLC


 


dated as of


 


July 20, 2021


 




     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE I PURCHASE AND SALE	2
	 	 
	Section 1.01 Purchase and Sale.	2
	Section 1.02 Post Closing Capitalization 	3
	Section 1.02 Payment at Closing.	3
	 	 
	ARTICLE II CLOSING	4
	 	 
	Section 2.01 Closing.	4
	Section 2.02 Company and Sellers Closing Deliverables.	4
	Section 2.03 Buyer’s Deliveries.	4
	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER	4
	 	 
	Section 3.01 Organization and Authority of the Company and Sellers.	4
	Section 3.02 Capitalization.	5
	Section 3.03 No Subsidiaries.	5
	Section 3.04 No Conflicts or Consents.	5
	Section 3.05 Financial Statements.	6
	Section 3.06 Liabilities.	6
	Section 3.07 Absence of Certain Changes, Events, and Conditions.	6
	Section 3.08 Material Contracts.	7
	Section 3.09 Real Property; Title to Assets.	7
	Section 3.10 Intellectual Property.	8
	Section 3.11 Material Customers and Suppliers.	8
	Section 3.12 Insurance.	9
	Section 3.13 Legal Proceedings; Governmental Orders.	9
	Section 3.14 Compliance with Laws; Permits.	9
	Section 3.15 Environmental Matters.	10
	Section 3.16 Employee Benefit Matters.	10
	Section 3.17 Employment Matters.	12
	Section 3.18 Taxes.	12
	Section 3.19 Books and Records.	13
	Section 3.20 Brokers.	13
	Section 3.21 Full Disclosure.	13
	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER	13
	 	 
	Section 4.01 Organization and Authority of Buyer.	13
	Section 4.02 No Conflicts; Consents.	14
	Section 4.03 Investment Purpose.	14
	Section 4.04 Brokers.	14
	 	 
	ARTICLE V COVENANTS	14
	 	 
	Section 5.01 Confidentiality.	14
	Section 5.02 Non-Competition; Non-Solicitation.	15
	Section 5.03 Further Assurances.	15



 






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	ARTICLE VI TAX MATTERS	15
	 	 
	Section 6.01 Tax Covenants.	15
	Section 6.02 Straddle Period.	15
	Section 6.03 Termination of Existing Tax Sharing Agreements.	16
	Section 6.04 Tax Indemnification.	16
	Section 6.05 No Section 336(e) Election.	16
	Section 6.06 Cooperation and Exchange of Information.	16
	Section 6.07 Survival.	16
	 	 
	ARTICLE VII INDEMNIFICATION	17
	 	 
	Section 7.01 Indemnification by Seller.	17
	Section 7.02 Indemnification by Buyer.	17
	Section 7.03 Indemnification Procedures.	17
	Section 7.04 Survival.	18
	Section 7.05 Tax Claims.	18
	Section 7.06 Cumulative Remedies.	18
	 	 
	ARTICLE VIII MISCELLANEOUS	18
	 	 
	Section 8.01 Expenses.	18
	Section 8.02 Notices.	18
	Section 8.03 Interpretation; Headings.	19
	Section 8.04 Severability.	19
	Section 8.05 Entire Agreement.	19
	Section 8.06 Successors and Assigns.	19
	Section 8.07 Amendment and Modification; Waiver.	19
	Section 8.08 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.	19
	Section 8.09 Counterparts.	19





 






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STOCK PURCHASE AGREEMENT


 


This Stock Purchase Agreement
(this “Agreement”), dated as of July 20, 2021 is entered into among WHE Agency, Inc., a Delaware corporation (“WHE”
or the “Company”), Peace Love Yoga Foundation, Inc., a California private charitable corporation (“PLYF”),
and Tracy Willis, an individual and resident of Washington (“Willis”) (together, “Sellers”), and
Creatd Partners, LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used in this Agreement have
the meanings given to such terms herein.


RECITALS


 


WHEREAS, PLYF and Willis
own shares (“Shares”), of the Company;


 


WHEREAS, Sellers wish
to sell to Buyer, and Buyer wishes to purchase from Sellers, certain Shares (“Selling Shares,” defined below), subject
to the terms and conditions set forth herein;


 


WHEREAS, the Company’s
Shares and current capitalization is as follows:


 


		(a)	PLYF holds, immediately prior to the Closing (as defined below), 500 shares of the issued and outstanding
common stock in the Company; and
	 	 	 



		(b)	Willis holds, immediately prior to the Closing, 500 shares of the issued and outstanding common stock
in the Company; and
	 	 	 



		(c)	The Talent listed on Schedule 3.02(c) of the Disclosure Schedules collectively hold, immediately prior
to the Closing, 315 shares of the issued and outstanding common stock in the Company, which shares are subject to forfeiture and other
requirements pursuant to those certain Restricted Stock Award Agreements between the Company and each such Talent, and



 


WHEREAS, it is anticipated
that each Talent will enter into an Amended and Restated Restricted Stock Award Agreement and a Voting Agreement and Proxy with the Company,
which will govern the rights and restrictions applicable to the shares held by each such Talent after the Closing;


 


WHEREAS, in connection
with the Closing, the Company is obtaining from the Talent Amended and Restated Restricted Stock Awards, and Voting Agreements and Proxies
with respect to the restricted stock held by the talent; and


 


WHEREAS, PLYF desires
to sell to Buyer, and Buyer wishes to purchase from PLYF, all 500 shares owned by PLYF and Willis desires to sell to Buyer, and Buyer
wishes to purchase from Willis, 79 of the 500 shares owned by Willis (collectively, the “Selling Shares”); and


 


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

Purchase and sale


 


Section 1.01Purchase
and Sale. Subject to the terms and conditions set forth herein, at the Closing, Sellers shall sell to Buyer, and Buyer shall
purchase from Sellers, the Selling Shares, free and clear of any mortgage, pledge, lien, charge, security interest, claim, community property
interest, option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income,
or exercise of any other ownership attribute), or other encumbrance (each, an “Encumbrance”).


 






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Section
1.02Post-Closing Capitalization.  After Closing, the Company’s capitalization will be
as shown in Schedule 1.02 of the Disclosure Schedules. The term “Disclosure
Schedules” means the disclosure schedules, attached hereto, and made a part hereof, delivered by Seller concurrently with the
execution, closing, and delivery of this Agreement.


 


Section 1.03Payment
at Closing. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall do the following
(collectively, “Buyer Deliveries”):


 


(a) pay
to PLYF an amount in cash equal to $125,000 (the “PLYF Cash Consideration”); Buyer shall pay the Cash Consideration
to PLYF at the Closing in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth
in Section 1.03 of the Disclosure Schedules;


 


(b) pay
to Willis an amount in cash equal to $19,750 (the “Willis Cash Consideration”); Buyer shall pay the Cash Consideration
to Willis at the Closing in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions set
forth in Section 1.03 of the Disclosure Schedules;


 


(c) issue
and deliver to PLYF 184,178 of 193,871 shares of Buyer’s Common Stock, obtained by dividing $682,427 by $3.52, the bargained-for
per share price of Buyer’s Common Stock (the “Buyer Common Stock”), which may be represented by one or
more certificates, or the extent not in certificate form, such transfer of Buyer Common Stock to be evidenced in book-entry form, at Buyer’s
election. The additional 9,694 shares of Buyer Common Stock (5% of the total Buyer Common Stock to be issued and delivered to PLYF) (the
“PLYF Holdback Buyer Common Stock”) shall be subject to holdback and shall be issued and delivered to PLYF upon the
expiration of the Indemnification Holdback Period (as defined in Section 7.04 of this Agreement). Shares of Buyer common Stock issued
and delivered to PLYF shall be restricted stock; and


 


(d) issue
and deliver to Willis 29,100 of 30,632 shares of Buyer’s Common Stock, obtained by dividing $107,823 by $3.52, the bargained-for
per share price of Buyer’s Common Stock, which may be represented by one or more certificates, or the extent not in certificate
form, such transfer of Buyer Common Stock to be evidenced in book-entry form, at Buyer’s election. The additional 1,532 shares of
Buyer Common Stock (5% of the total Buyer Common Stock to be issued and delivered to Willis) (the “Willis Holdback Buyer Common
Stock,” and together with the PLYF Holdback Buyer Common Stock, collectively, the “Holdback Buyer Common Stock”)
shall be subject to holdback and shall be issued and delivered to Willis upon the expiration of the Indemnification Holdback Period. Shares
of Buyer common Stock issued and delivered to Willis shall be restricted securities. 


 






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ARTICLE II

CLOSING


 


Section 2.01Closing.
The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously
with the execution of this Agreement on the date of this Agreement (the “Closing Date”) at the offices of Lucosky Brookman
LLP, 101 Wood Avenue South, Woodbridge, New Jersey 08830, or remotely by exchange of documents and signatures (or their electronic counterparts).
The consummation of the transactions contemplated by this Agreement shall be deemed to occur at 10:00 AM ET time on the Closing Date.


 


Section 2.02Company
and Sellers Closing Deliverables. At the Closing, the Company and Sellers shall deliver to Buyer the following:


 


(a) A
certificate of the Secretary (or other officer) of the Company certifying: (i) that attached thereto are true and complete copies of all
resolutions of the board of directors and the stockholders of the Company authorizing the execution, delivery, and performance of this
Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing
(collectively, the “Transaction Documents”) to which Sellers and the Company are a party and the consummation of the
transactions contemplated hereby and thereby, and that such resolutions are in full force and effect; (ii) the names, titles, and signatures
of the officers of the Company authorized to sign this Agreement and the other Transaction Documents; and (iii) that attached thereto
are true and complete copies of the governing documents of the Company, including any amendments or restatements thereof, and that such
governing documents are in full force and effect.


 


(b) A
good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction
in which the Company is organized and each jurisdiction where the Company is required to be qualified, registered, or authorized to do
business. The term “Governmental Authority” means any federal, state, local, or foreign government or political subdivision
thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of competent
jurisdiction.


 


(c) A
certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445
of the Internal Revenue Code of 1986 (as amended, the “Code”).


 


Section 2.03Buyer’s
Deliveries. At the Closing, Buyer shall deliver to Sellers, the PLYF and Willis Cash Consideration and Buyer’s Common
Stock as set forth in Section 1.03.


 


ARTICLE III

Representations and warranties of the company and sellers


 


The Company and the Sellers
represent and warrant to Buyer that the statements contained in this Article III are
true and correct as of the date hereof. For purposes of this Article III, “Sellers’
knowledge,” “knowledge of Sellers,” and any similar phrases shall mean the actual or constructive knowledge
of any director or officer of the Company and Sellers, after due inquiry.


 


Section
3.01Organization and Authority of the Company and Sellers. The Company is a corporation duly organized, validly existing,
and in good standing under the Laws (as defined in Section 3.04) of the state of Delaware.
The Company has full power and authority to enter into this Agreement and the other Transaction Documents to which it and Sellers are
a party, to carry out the obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The
execution and delivery of this Agreement and any other Transaction Document to which the Company and Sellers are a party, the performance
by Sellers of their obligations hereunder and thereunder, and the consummation by the Company and Sellers of the transactions contemplated
hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement and each Transaction
Document to which the Company and Sellers are a party constitute legal, valid, and binding obligations of the Company and Sellers enforceable
against the Company and Sellers in accordance with their respective terms.


 






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Section
3.02Capitalization.


 


(a) All
of the Shares have been duly authorized, are validly issued, fully paid and nonassessable, and are owned of record and beneficially by
Seller, free and clear of all Encumbrances. Upon the transfer, assignment, and delivery of the Shares and payment therefor in accordance
with the terms of this Agreement, Buyer shall own all of the Selling Shares, free and clear of all Encumbrances.


 


(b) All
of the Shares were issued in compliance with applicable Laws. None of the Shares were issued in violation of any agreement or commitment
to which Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights of any individual, corporation,
partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other
entity (each, a “Person”).


 


(c) Except
as set out in Schedule 3.02(c), there are no outstanding or authorized options, warrants, convertible securities, stock
appreciation, phantom stock, profit participation, or other rights, agreements, or commitments relating to the shares of the Company or
obligating Seller or the Company to issue or sell any shares of, or any other interest in, the Company. There are no voting trusts, stockholder
agreements, proxies, or other agreements in effect with respect to the voting or transfer of any of the Shares.


 


Section
3.03No Subsidiaries. The Company does not have, or have the right to acquire, an ownership interest in any other Person.


 


Section
3.04No Conflicts or Consents. The execution, delivery, and performance by the Company and Sellers of this Agreement and
the other Transaction Documents to which they are a party, and the consummation of the transactions contemplated hereby and thereby, do
not and will not: (a) violate or conflict with any provision of the certificate of incorporation, by-laws, or other governing documents
of the Company; (b) violate or conflict with any provision of any statute, law, ordinance, regulation, rule, code, treaty, or other requirement
of any Governmental Authority (collectively, “Law”) or any order, writ, judgment, injunction, decree, determination,
penalty, or award entered by or with any Governmental Authority (“Governmental Order”) applicable to Sellers or the
Company; (c) require the consent, notice, or filing with or other action by any Person or require any Permit, license, or Governmental
Order; (d) violate or conflict with, result in the acceleration of, or create in any party the right to accelerate, terminate, or modify
any contract, lease, deed, mortgage, license, instrument, note, indenture, joint venture, or any other agreement, commitment, or legally
binding arrangement, whether written or oral (collectively, “Contracts”), to which Sellers or the Company are a party
or by which Sellers or the Company is bound or to which any of their respective properties and assets are subject; or (e) result in the
creation or imposition of any Encumbrance on any properties or assets of the Company.


 






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Section
3.05Financial Statements. Complete copies of the Company’s audited financial statements consisting of the balance
sheet of the Company as at December 31 in each of the years in existence and the related statements of income and retained earnings, stockholders’
equity, and cash flow for the years then ended (the “Financial Statements”) have been delivered to Buyer; provided,
however, that if the Sellers do not have audited financial statements for the Company, it will cooperate if the Buyer determines at any
time that is needs audited financial statements of the Company. Except as disclosed in Schedule 3.05, the Financial Statements
have been prepared in accordance with generally accepted accounting principles in effect in the United States from time to time (“GAAP”),
applied on a consistent basis throughout the period involved. The Financial Statements are based on the books and records of the Company
and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations
of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2020 is referred to herein as the “Balance
Sheet” and the date thereof as the “Balance Sheet Date”. The Company maintains a standard system of accounting
established and administered in accordance with GAAP.


 


Section 3.06Liabilities.
The Company has no liabilities, obligations, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured,
or otherwise (collectively, “Liabilities”), except: (a) those which are adequately reflected or reserved against in
the Balance Sheet as of the Balance Sheet Date; and (b) those which have been incurred in the ordinary course of business consistent with
past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount. Except as disclosed
in Schedule 3.06, the Company further represents and warrants that as of the Closing Date


 


a.
the Company’s outstanding debt will equal US$0;


 


b. the Company's obligations
to Clients shall equal US$0; and


 


c. the Company’s
obligations to Talent shall equal US$0.


 


Notwithstanding anything in
this Section 3.06 to the contrary, in the event the Company has collected a deposit for a delayed marketing campaign that will launch
after the Closing, the Company shall have reserved in its bank account, as of the Closing, sufficient cash required to satisfy its post-Closing
obligations with respect to such delayed marketing campaign.


 


Section
3.07Absence of Certain Changes, Events, and Conditions. Since the Balance Sheet Date, and other than in the ordinary course
of business consistent with past practice, there has not been, with respect to the Company, any change, event, condition, or development
that is, or could reasonably be expected to be, individually or in the aggregate, materially adverse to the business, results of operations,
condition (financial or otherwise), or assets of the Company.


 






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Section
3.08Material Contracts.


 


(a) Schedule
3.08(a) lists each Contract that is material to the Company (such Contracts, together with all Contracts concerning the occupancy,
management, or operation of any Real Property (as defined in Section 3.09), being “Material
Contracts”), including the following:


 


(i) each
Contract of the Company involving aggregate consideration in excess of $5,000 and which, in each case, cannot be cancelled by the Company
without penalty or without more than 30 days’ notice;


 


(ii) all
Contracts that provide for the indemnification by the Company of any Person or the assumption of any Tax (as defined in Section 3.18(a)),
environmental, or other Liability of any Person;


 


(iii) all
Contracts relating to Intellectual Property (as defined in Section 3.10(a)), including
all licenses, sublicenses, settlements, coexistence agreements, covenants not to sue, and permissions;


 


(iv) all
Contracts relating to trade payables;


 


(v) all
Contracts relating to indebtedness (including, without limitation, guarantees) of the Company; and


 


(vi) all
Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic
area or during any period of time.


 


(b) Each
Material Contract is valid and binding on the Company in accordance with its terms and is in full force and effect. None of the Company
or, to Sellers’ knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default
under) or has provided or received any notice of any intention to terminate, any Material Contract. Complete and correct copies of each
Material Contract (including all modifications, amendments, and supplements thereto and waivers thereunder) have been made available to
Buyer.


 


Section 3.09Real
Property; Title to Assets. Schedule 3.09(a) lists all real property in which the Company has an ownership or leasehold
(or subleasehold) interest (together with all buildings, structures, and improvements located thereon, the “Real Property”),
including: (i) the street address of each parcel of Real Property; (ii) for Real Property that is leased or subleased by the Company,
the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease, and any
termination or renewal rights of any party to the lease; and (iii) the current use of each parcel of Real Property. Sellers have delivered
or made available to Buyer true, correct, and complete copies of all Contracts, title insurance policies, and surveys relating to the
Real Property.


 






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Section
3.10Intellectual Property.


 


(a) The
term “Intellectual Property” means any and all of the following in any jurisdiction throughout the world: (i) issued
patents and patent applications; (ii) trademarks, service marks, trade names, and other similar indicia of source or origin, together
with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals of,
any of the foregoing; (iii) copyrights, including all applications and registrations; (iv) trade secrets, know-how, inventions (whether
or not patentable), technology, and other confidential and proprietary information and all rights therein; (v) internet domain names and
social media accounts and pages; and (vi) other intellectual or industrial property and related proprietary rights, interests, and protections.


 


(b) Schedule
3.10(b) lists all issued patents, registered trademarks, domain names and copyrights, and pending applications for any of the
foregoing and all material unregistered Intellectual Property that are owned by the Company (the “Company IP Registrations”).
The Company owns or has the valid and enforceable right to use all Intellectual Property used or held for use in or necessary for the
conduct of the Company’s business as currently conducted or as proposed to be conducted (the “Company Intellectual Property”),
free and clear of all Encumbrances. All of the Company Intellectual Property is valid and enforceable, and all Company IP Registrations
are subsisting and in full force and effect. The Company has taken all necessary steps to maintain and enforce the Company Intellectual
Property.


 


(c) The
conduct of the Company’s business as currently and formerly conducted and as proposed to be conducted has not infringed, misappropriated,
or otherwise violated and will not infringe, misappropriate, or otherwise violate the Intellectual Property or other rights of any Person.
No Person has infringed, misappropriated, or otherwise violated any Company Intellectual Property.


 


Section
3.11Material Customers and Suppliers. 


 


(a) Schedule
3.11(a) sets forth each customer who has paid aggregate consideration to the Company for goods or services rendered in an amount
greater than or equal to $5,000 for each of the two most recent fiscal years (collectively, the “Material Customers”).
The Company has not received any notice, and has no reason to believe, that any of its Material Customers has ceased, or intends to cease
after the Closing, to purchase or use its goods or services or to otherwise terminate or materially reduce its relationship with the Company.


 


(b) Schedule
3.11(b) sets forth each supplier to whom the Company has paid consideration for goods or services rendered in an amount greater
than or equal to $5,000 for each of the two most recent fiscal years (collectively, the “Material Suppliers”). The
Company has not received any notice, and has no reason to believe, that any of its Material Suppliers has ceased, or intends to cease,
to supply goods or services to the Company or to otherwise terminate or materially reduce its relationship with the Company.


 






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Section 3.12Insurance.
Schedule 3.12 sets forth a true and complete list of all current policies or binders of insurance maintained by Sellers or
its Affiliates (including the Company) and relating to the assets, business, operations, employees, officers, and directors of the Company
(collectively, the “Insurance Policies”). Such Insurance Policies: (a) are in full force and effect; (b) are valid
and binding in accordance with their terms; (c) are provided by carriers who are financially solvent; and (d) have not been subject to
any lapse in coverage. Neither Sellers nor any of their Affiliates (including the Company) has received any written notice of cancellation
of, premium increase with respect to, or alteration of coverage under, any of such Insurance Policies. All premiums due on such Insurance
Policies have been paid. None of Sellers or any of their Affiliates (including the Company) is in default under, or has otherwise failed
to comply with, in any material respect, any provision contained in any Insurance Policy. The Insurance Policies are of the type and in
the amounts customarily carried by Persons conducting a business similar to the Company and are sufficient for compliance with all applicable
Laws and Contracts to which the Company is a party or by which it is bound. For purposes of this Agreement: (x) “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; and (y) 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 or other ownership interests, by contract,
or otherwise.


 


Section
3.13Legal Proceedings; Governmental Orders. 


 


(a) There
are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation,
citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”)
pending or, to Sellers’ knowledge, threatened against or by the Company, Sellers, or any Affiliate of Sellers: (i) relating to or
affecting the Company or any of the Company’s properties or assets; or (ii) that challenge or seek to prevent, enjoin, or otherwise
delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as
a basis for, any such Action.


 


(b) There
are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company or any
of its properties or assets.


 


Section
3.14Compliance with Laws; Permits. 


 


(a) The
Company has complied, and is now complying, with all Laws applicable to it or its business, properties, or assets.


 


(b) All
permits, licenses, franchises, approvals, registrations, certificates, variances, and similar rights obtained, or required to be obtained,
from Governmental Authorities (collectively, “Permits”) in order for the Company to conduct its business, including,
without limitation, owning or operating any of the Real Property, have been obtained and are valid and in full force and effect. Schedule
3.14(b) lists all current Permits issued to the Company and no event has occurred that would reasonably be expected to result
in the revocation or lapse of any such Permit.


 






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Section 3.15Environmental
Matters.


 


(a) The
terms: (i) “Environmental Laws” means all Laws, now or hereafter in effect, in each case as amended or supplemented
from time to time, relating to the regulation and protection of human health, safety, the environment, and natural resources, including
any federal, state, or local transfer of ownership notification or approval statutes; and (ii) “Hazardous Substances”
means: (A) “hazardous materials,” “hazardous wastes,” “hazardous substances,” “industrial wastes,”
or “toxic pollutants,” as such terms are defined under any Environmental Laws; (B) any other hazardous or radioactive substance,
contaminant, or waste; and (C) any other substance with respect to which any Environmental Law or Governmental Authority requires environmental
investigation, regulation, monitoring, or remediation.


 


(b) The
Company has complied, and is now complying, with all Environmental Laws. Neither the Company nor Sellers have received notice from any
Person that the Company, its business or assets, or any real property currently or formerly owned, leased, or used by the Company is or
may be in violation of any Environmental Law or any applicable Law regarding Hazardous Substances.


 


(c) There
has not been any spill, leak, discharge, injection, escape, leaching, dumping, disposal, or release of any kind of any Hazardous Substances
in violation of any Environmental Law: (i) with respect to the business or assets of the Company; or (ii) at, from, in, adjacent to, or
on any real property currently or formerly owned, leased, or used by the Company. There are no Hazardous Substances in, on, about, or
migrating to any real property currently or formerly owned, leased, or used by the Company, and such real property is not affected in
any way by any Hazardous Substances.


 


Section 3.16Employee
Benefit Matters.


 


(a) Schedule
3.16(a) contains a true and complete list of each “employee benefit plan” as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974 (as amended, and including the regulations thereunder, “ERISA”), whether or
not written and whether or not subject to ERISA, and each supplemental retirement, compensation, employment, consulting, profit-sharing,
deferred compensation, incentive, bonus, equity, change in control, retention, severance, salary continuation, and other similar agreement,
plan, policy, program, practice, or arrangement which is or has been established, maintained, sponsored, or contributed to by the Company
or under which the Company has or may have any Liability (each, a “Benefit Plan”).


 


(b) For
each Benefit Plan, Sellers have made available to Buyer accurate, current, and complete copies of each of the following: (i) the plan
document with all amendments, or if not reduced to writing, a written summary of all material plan terms; (ii) any written contracts and
arrangements related to such Benefit Plan, including trust agreements or other funding arrangements, and insurance policies, certificates,
and contracts; (iii) in the case of a Benefit Plan intended to be qualified under Section 401(a) of the Code, the most recent favorable
determination or national office approval letter issued by the Internal Revenue Service and any legal opinions issued thereafter with
respect to the Benefit Plan’s continued qualification; (iv) the most recent Form 5500 filed with respect to such Benefit Plan; and
(v) any material notices, audits, inquiries, or other correspondence from, or filings with, any Governmental Authority relating to the
Benefit Plan.


 






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(c) Each
Benefit Plan and related trust has been established, administered, and maintained in accordance with its terms and in compliance with
all applicable Laws (including ERISA and the Code). Nothing has occurred with respect to any Benefit Plan that has subjected or could
subject the Company or, with respect to any period on or after the Closing Date, Buyer, or any of its Affiliates, to a civil action, penalty,
surcharge, or Tax under applicable Law or which would jeopardize the previously determined qualified status of any Benefit Plan. All benefits,
contributions, and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and
all applicable Laws and accounting principles. Benefits accrued under any unfunded Benefit Plan have been paid, accrued, or adequately
reserved for to the extent required by GAAP.


 


(d) The
Company has not incurred and does not reasonably expect to incur: (i) any Liability under Title I or Title IV of ERISA, any related provisions
of the Code, or applicable Law relating to any Benefit Plan; or (ii) any Liability to the Pension Benefit Guaranty Corporation. No complete
or partial termination of any Benefit Plan has occurred or is expected to occur.


 


(e) The
Company has not now or at any time within the previous six years contributed to, sponsored, or maintained: (i) any “multiemployer
plan” as defined in Section 3(37) of ERISA; (ii) any “single-employer plan” as defined in Section 4001(a)(15) of ERISA;
(iii) any “multiple employer plan” as defined in Section 413(c) of the Code; (iv) any “multiple employer welfare arrangement”
as defined in Section 3(40) of ERISA; (v) a leveraged employee stock ownership plan described in Section 4975(e)(7) of the Code; or (vi)
any other Benefit Plan subject to required minimum funding requirements.


 


(f) Other
than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan provides post-termination or retiree welfare
benefits to any individual for any reason.


 


(g) Neither
the execution of this Agreement nor any of the transactions contemplated by this Agreement will, either alone or in combination with any
other event: (i) entitle any current or former director, officer, employee, independent contractor, or consultant of the Company to any
severance pay, increase in severance pay, or other payment; (ii) accelerate the time of payment, funding, or vesting, or increase the
amount of compensation (including stock-based compensation) due to any such individual; (iii) limit or restrict the right of the Company
to amend or terminate any Benefit Plan; (iv) increase the amount payable under any Benefit Plan; (v) result in any “excess parachute
payments” within the meaning of Section 280G(b) of the Code; or (vi) require a “gross-up” or other payment to any “disqualified
individual” within the meaning of Section 280G(c) of the Code.


 






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Section 3.17Employment
Matters.


 


(a) Schedule
3.17(a) lists: (i) all employees, independent contractors, and consultants of the Company; and (ii) for each individual described
in clause (i), (A) the individual’s title or position, hire date, and compensation, (B) any Contracts entered into between the Company
and such individual, and (C) the fringe benefits provided to each such individual. All compensation payable to all employees, independent
contractors, or consultants of the Company for services performed on or prior to the Closing Date have been paid in full.


 


(b) The
Company is not, and has not been, a party to or bound by any collective bargaining agreement or other Contract with a union or similar
labor organization (collectively, “Union”), and no Union has represented or purported to represent any employee of
the Company. There has never been, nor has there been any threat of, any strike, work stoppage, slowdown, picketing, or other similar
labor disruption or dispute affecting the Company or any of its employees.


 


(c) The
Company is and has been in compliance with: (i) all applicable employment Laws and agreements regarding
hiring, employment, termination of employment, plant closings and mass layoffs, employment discrimination, harassment, retaliation, and
reasonable accommodation, leaves of absence, terms and conditions of employment, wages and hours of work, employee classification, employee
health and safety, engagement and classification of independent contractors, payroll taxes, and immigration with respect to all employees,
independent contractors, and contingent workers; and (ii) all applicable Laws relating to
the relations between it and any labor organization, trade union, work council, or other body representing employees of the Company.


 


(d) The
Company is and has been in compliance with all tax filings and taxes owed relating to personnel listed on Schedule 3.17(a).


 


Section
3.18Taxes.


 


(a) All
returns, declarations, reports, information returns and statements, and other documents relating to Taxes (including amended returns and
claims for refund) (collectively, “Tax Returns”) required to be filed by the Company on or before the Closing Date
have been timely filed. Such Tax Returns are true, correct, and complete in all respects. All Taxes due and owing by the Company (whether
or not shown on any Tax Return) have been timely paid. No extensions or waivers of statutes of limitations have been given or requested
with respect to any Taxes of the Company. Seller has delivered to Buyer copies of all Tax Returns and examination reports of the Company
and statements of deficiencies assessed against, or agreed to by, the Company, for all Tax periods ending after 2018. The term “Taxes”
means all federal, state, local, foreign, and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration,
profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental,
stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties, or other taxes, fees,
assessments, or charges of any kind whatsoever, together with any interest, additions, or penalties with respect thereto.


 


(b) The
Company has not been a member of an affiliated, combined, consolidated, or unitary Tax group for Tax purposes. The Company has no Liability
for Taxes of any Person (other than the Company) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state,
local, or foreign Law), as transferee or successor, by contract, or otherwise.


 






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(c) There
are no liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Company.


 


(d) Sellers
are not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2. The Company is not, nor has it been,
a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified
in Section 897(c)(1)(a) of the Code.


 


(e) The
Company is and has been in compliance with all tax filings and taxes owed relating to personnel listed on Schedule 3.17(a)


 


Section
3.19Books and Records. The minute books and share record and transfer books of the Company, all of which are in the possession
of the Company and have been made available to Buyer, are complete and correct.


 


Section
3.20Brokers. 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 or any other Transaction Document based upon arrangements made by or
on behalf of Sellers.


 


Section 3.21Full
Disclosure. No representation or warranty by the Company or Sellers in this Agreement and no statement contained in the Disclosure
Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains
any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein, in light
of the circumstances in which they are made, not misleading.


 


ARTICLE IV

Representations and warranties of buyer


 


Buyer represents and warrants
to Seller as follows:


 


Section 4.01Organization
and Authority of Buyer. Buyer is a limited liability company duly organized, validly existing, and in good standing under the
Laws of the state of Delaware. Buyer has requisite corporate power and authority to enter into this Agreement and the other Transaction
Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated
hereby and thereby, including without limitation issuance of the Buyer Common Stock. The execution and delivery by Buyer of this Agreement
and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder, and
the consummation by Buyer of the transactions contemplated hereby (including without limitation issuance of the Buyer Common Stock) and
thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and each Transaction Document
constitute legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms.


 






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Section
4.02No Conflicts; Consents. The execution, delivery, and performance by Buyer of this Agreement and the other Transaction
Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby (including without limitation
issuance of the Buyer Common Stock), do not and will not: (a) violate or conflict with any provision of the certificate of incorporation,
by-laws, or other governing documents of Buyer; (b) violate or conflict with any provision of any Law or Governmental Order applicable
to Buyer; or (c) require the consent, notice, declaration, or filing with or other action by any Person or require any Permit, license,
or Governmental Order.


 


Section 4.03Investment
Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution thereof or any other security related thereto within the meaning of the Securities Act of
1933, as amended (the “Securities Act”). Buyer acknowledges that Seller has not registered the offer and sale of the
Shares under the Securities Act or any state securities laws, and that the Shares may not be pledged, transferred, sold, offered for sale,
hypothecated, or otherwise disposed of except pursuant to the registration provisions of the Securities Act or pursuant to an applicable
exemption therefrom and subject to state securities laws and regulations, as applicable.


 


Section
4.04Buyer Common Stock. The shares of Buyer Common Stock issuable pursuant hereto, when issued
by Buyer in accordance with this Agreement, will be duly issued, fully paid, and non-assessable.


 


Section
4.05Condition of Assets/Cash Resources. Buyer has good and marketable title to all owned property
used in its business, and Buyer has (or will have at Closing) available to it sufficient funds to satisfy its monetary obligations in
order to consummate the transactions contemplated hereby. 


 


Section 4.06Brokers.
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 or any other Transaction Document based upon arrangements made by or on behalf of Buyer.


 


ARTICLE V

Covenants


 


Section 5.01Confidentiality.
From and after the Closing, the parties to this Agreement shall, and shall cause their respective Affiliates and its and their respective
directors, officers, employees, consultants, counsel, accountants, and other agents (collectively, “Representatives”)
to, hold in confidence any and all information, in any form, concerning the Company, except to the extent that such information is generally
available to and known by the public.


 


(a) If
Sellers or any of their Affiliates or their respective Representatives are compelled to disclose any information by Governmental Order
or Law, Sellers shall promptly notify Buyer in writing and shall disclose only that portion of such information which is legally required
to be disclosed; provided, however, Sellers shall use their best efforts to obtain as promptly as possible an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded such information.


 






    -14-


     


    

 


(b) Notwithstanding
anything in this Section 5.01 to the contrary, the parties to this Agreement agree that the Buyer and its Representatives may use and
disclose any and all information concerning the Company required by Governmental Order or Law, and in Buyer’s dealings with potential
business partners and select investors.


 


Section
5.02Non-Competition; Non-Solicitation. 


 


See Section 5.02
of Disclosure Schedule.


 


Section 5.03Registration
of Shares of Buyer Common Stock.
The Company will file a registration statement on Form S-1 or Form S-3 covering the re-sale of the shares of Buyer Common Stock issued
to Sellers hereunder within ten (10) days of the date of this Agreement.


 


Section
5.04Leak-Out. Each
Seller agrees not to sell, transfer, trade or otherwise dispose, on any given day, a number of Buyer Common Stock that exceeds twenty
percent (20%) of the daily trading volume of the Buyer Common Stock on
the immediately prior trading
day.


 


ARTICLE VI

Tax matters


 


Section
6.01Tax Covenants. 


 


(a) Without
the prior written consent of Buyer, Sellers shall not, to the extent it may affect or relate to the Company: (i) make, change, or rescind
any Tax election; (ii) amend any Tax Return; (iii) take any position on any Tax Return; or (iv) take any action, omit to take any action,
or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or the
Company, in respect of any taxable period that begins after the Closing Date or, in respect of any taxable period that begins before and
ends after the Closing Date (each such period, a “Straddle Period”), the portion of any Straddle Period beginning after
the Closing Date.


 


(b) 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 other Transaction Documents shall be borne and paid by Sellers when due. Sellers shall,
at their 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).


 


(c) Buyer
shall prepare, or cause to be prepared, all Tax Returns required to be filed by the Company after the Closing Date with respect to any
taxable period or portion thereof ending on or before the Closing Date and all Straddle Period Tax Returns. Any such Tax Return shall
be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting
method.


 


Section
6.02Straddle Period. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such
Taxes that are allocated to Pre-Closing Tax Periods (as defined in Section 6.04) for purposes of this Agreement shall be: (a) in the
case of Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, or net worth; (ii) imposed in connection with
the sale, transfer, or assignment of property; or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable
year ended with the Closing Date; and (b) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a
fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number
of days in the entire period.


 






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Section 6.03Termination
of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company
shall be terminated as of the Closing Date. After such date neither the Company, Sellers, nor any of Sellers’ Affiliates and their
respective Representatives shall have any further rights or liabilities thereunder.


 


Section 6.04Tax
Indemnification. Sellers shall indemnify the Company, Buyer, and each Buyer Indemnitee (as defined in Section 7.01) and hold
them harmless from and against (a) any loss, damage, liability, deficiency, Action, judgment, interest, award, penalty, fine, cost or
expense of whatever kind (collectively, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification
under this Agreement, “Losses”) attributable to any breach of or inaccuracy in any representation or warranty made
in Section 3.18; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking,
or obligation in Article VI; (c) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods
(as defined below); (d) all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Company (or any
predecessor of the Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section
1.1502-6 or any comparable provisions of foreign, state, or local Law; and (e) any and all Taxes of any Person imposed on the Company
arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before
the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’
fees) incurred in connection therewith, Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Seller
pursuant to this Section 6.04 within ten business days after payment of such Taxes by Buyer or the Company. The term “Pre-Closing
Tax Period” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning
before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.


 


Section 6.05No
Section 336(e) Election. Sellers shall not make an election under Section 336(e) of the Code with respect to the transactions
contemplated by this Agreement.


 


Section
6.06Cooperation and Exchange of Information. Sellers and Buyer shall provide each other with such cooperation and information
as either of them reasonably may request of the other in filing any Tax Return pursuant to this Article VI
or in connection with any proceeding in respect of Taxes of the Company, including providing copies of relevant Tax Returns and accompanying
documents. Each of Sellers and Buyer shall retain all Tax Returns and other documents in its possession relating to Tax matters of the
Company for any Pre-Closing Tax Period (collectively, “Tax Records”) until the expiration of the statute of limitations
of the taxable periods to which such Tax Records relate.


 


Section
6.07Survival. Notwithstanding anything in this Agreement to the contrary, the provisions of Section 3.18
and this Article VI shall survive for the full period of all applicable statutes of limitations
(giving effect to any waiver, mitigation, or extension thereof) plus 90 days.


 






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ARTICLE VII

Indemnification


 


Section
7.01Indemnification by Sellers. Subject to the other terms and conditions of this Article VII,
Willis and PLYF, each shall separately indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective
Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against,
and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based
upon, arising out of, with respect to, or by reason of:


 


(a) any
inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement or the other Transaction Documents;
or


 


(b) any
breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Sellers pursuant to this Agreement or the other
Transaction Documents.


 


Section
7.02Indemnification by Buyer. Subject to the other terms and conditions of this Article VII,
Buyer shall indemnify and defend each of Sellers and their Affiliates and their respective Representatives (collectively, the “Seller
Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for,
any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to, or by
reason of:


 


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


 


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


 


(c) any
acts, occurrences, or omissions related to the business or business activities of Company occurring after the Closing Date.


 


Section 7.03Indemnification
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, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem
appropriate, including 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 provided 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).


 


Section 7.04Survival.
Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein (other than any
representations or warranties contained in Section 3.18 which are subject to Article
VI) and all related rights to indemnification shall survive the Closing and shall remain
in full force and effect until the date that is 12 months from the Closing Date (the “Indemnification Holdback Period”);
provided, however, the representations and warranties in Section 3.01, Section
3.02, Section 3.03, Section 3.20,
Section 4.01 and Section 4.06 shall
survive indefinitely. Subject to Article VI, all covenants and agreements of the parties
contained herein shall survive the Closing indefinitely unless another period is explicitly specified herein. Notwithstanding the foregoing,
any claims which are timely asserted in writing by notice from the non-breaching party to the breaching party prior to the expiration
date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and
such claims shall survive until finally resolved.


 



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Section 7.05Tax
Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event, or proceeding in
respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties
in Section 3.18 hereof or any breach or violation of or failure to fully perform any
covenant, agreement, undertaking, or obligation in Article VI) shall be governed exclusively
by Article VI hereof.


 


Section 7.06Cumulative
Remedies. The rights and remedies provided for in this Article VII (and in
Article VI) are cumulative and are in addition to and not in substitution for any other rights and remedies available at Law or in equity
or otherwise.


 


Section
7.07Limitations on Indemnification. Neither PYLF nor Willis shall be liable to any of the Buyer
Indemnitees under Section 7.01 until the aggregate amount of all losses in respect of indemnification exceed Thirty Thousand Dollars ($30,000)
(the “Basket”). The aggregate amount of losses for which either PYLF or Willis
shall be liable pursuant to Section 7.01 shall not exceed thirty three and one-third percent (33.333%) of the purchase price paid to either
PYLF or Willis, as applicable. Additionally, any costs and expenses incurred by Buyer related to the Buyer Indemnitees during the Indemnification
Holdback Period, if any, shall offset the amount of Buyer Holdback Common Stock issued to PLYF and Willis, as applicable, after the expiration
of the Indemnification Holdback Period.


 


ARTICLE VIII

Miscellaneous


 


Section
8.01Expenses. 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 8.02Notices.
All notices, claims, demands, 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 email 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, if 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 Sellers:	 	
    Peace Love Yoga Foundation

    300 Lenora Street PMB 1596

    Seattle, WA 98121

    Email: info@yogihelpers.org

    Attention: Kenn Henman

     

    Tracy Willis

    WHE Agency, Inc.

    4803 SW Lander St.

    Seattle, WA 98116

    Attention: Tracy Willis

    Email: tracy@wheagency.com 

	 	 	 
	with a copy (which shall not constitute notice) to:	 	
    Weinberg Gonser LLP

    10866 Wilshire Blvd., PH 1650

    Los Angeles, CA 90024

    Attention: Matthew Bilinsky, Esq.

    Facsimile: 424-238-3060

    Email: mattb@weinberg-gonser.com 

	 	 	 
	If to Buyer:	 	
    Creatd Partners, LLC

    2050 Center Avenue, Suite 640

    Fort Lee, NJ 07024

    Email: jeremy@creatd.com

    Attention: Jeremy Frommer, CEO Creatd, Inc. 

	 	 	 
	with a copy (which shall not constitute notice) to:	 	
    Lucosky Brookman LLP

    101 Wood Avenue South

    Woodbridge, New Jersey 08830

    Facsimile: (732) 395-4401

    Email: jlucosky@lucbro.com
    and ahogan@lucbro.com

    Attention: Joseph M. Lucosky, Esq. and Adele Hogan, Esq. 



 






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Section
8.03Interpretation; Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction
or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are
for reference only and shall not affect the interpretation of this Agreement.


 


Section
8.04Severability. 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.


 


Section
8.05Entire Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the
parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous
understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the
statements in the body of this Agreement and those in the other Transaction Documents (and Exhibits, if any) and the 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
8.06Successors 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. No assignment shall relieve the assigning party
of any of its obligations hereunder.


 


Section 8.07Amendment
and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by
each party hereto. 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 failure to exercise, or delay in exercising, any right or remedy arising from this Agreement shall
operate or be construed as a waiver thereof. No single or partial exercise of any right or remedy hereunder shall preclude any other or
further exercise thereof or the exercise of any other right or remedy.


 


Section
8.08Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.


 


(a) This
Agreement, including all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the
internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State
of Delaware or any other jurisdiction). Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement, the
other Transaction Documents, or the transactions contemplated hereby or thereby may be instituted in the federal courts of the United
States of America or the courts of the State of Delaware in each case located in the county of New Castle, and each party irrevocably
submits to the exclusive jurisdiction of such courts in any such suit, action, proceeding, or dispute.


 


(b)
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS,
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE OF THE OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION;
(II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (IV)
EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section
8.09Counterparts. 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 email 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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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.


 


	 	WHE AGENCY, INC.
	 	(Company)
	 	 	 
	 	By:	 
	 	Name:	 Kenneth Henman
	 	Title:	 CEO
	 	 	 
	 	Peace love yoga foundation, INC.
	 	(Seller)
	 	 	 
	 	By:	 
	 	Name:	 Kenneth Henman
	 	Title: 	 
	 	 	 
	 	tRACY wILLIS
	 	(Seller)
	 	 	 
	 	By:	    
	 		Tracy Willis
	 	 	 
	 	CREATD PARTNERS, LLC
	 	(Buyer)
	 	 	 
	 	By:	 
	 	Name:	 Jeremy Frommer
	 	Title:	 CEO



 






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DEFINITIONS CROSS-REFERENCE TABLE


 


The following terms have the meanings set forth
in the location in this Agreement referenced below:


 


	Term	 	Section
	Actions	 	Section  3.13(a)
	Affiliate	 	Section  3.12
	Agreement	 	Preamble
	Balance Sheet	 	Section  3.05
	Balance Sheet Date	 	Section  3.05
	Benefit Plans	 	Section  3.16(a)
	Buyer	 	Preamble
	Buyer Common Stock	 	Section 1.02(b)
	Buyer Indemnitees	 	Section  7.01
	Cash Consideration	 	Section 1.02(a)
	Closing	 	Section  2.01
	Closing Date	 	Section  2.01
	Code	 	Section  2.02(c)
	Company	 	Recitals
	Company Intellectual Property	 	Section  3.10(b)
	Company IP Registrations	 	Section  3.10(b)
	Contracts	 	Section  3.04
	Disclosure Schedules	 	Section  1.03
	Encumbrance	 	Section  1.01
	Environmental Laws	 	Section  3.15(a)
	ERISA	 	Section  3.16(a)
	Financial Statements	 	Section  3.05
	GAAP	 	Section  3.05
	Governmental Authority	 	Section  2.02(b)
	Governmental Order	 	Section  3.04
	Hazardous Substances	 	Section  3.15(a)
	Holdback Buyer Common Stock	 	Section 1.03(d)
	Indemnification Holdback Period	 	Section 7.04
	Indemnified Party	 	Section  7.03
	Indemnifying Party	 	Section  7.03
	Insurance Policies	 	Section  3.12
	Intellectual Property	 	Section  3.10(a)
	Law	 	Section  3.04
	Liabilities	 	Section  3.06
	Losses	 	Section  6.04
	Material Contracts	 	Section  3.08(a)
	Material Customers	 	Section  3.11(a)
	Material Suppliers	 	Section  3.11(b)
	Net Income	 	Section 1.03(a)
	Permits	 	Section  3.14(b)
	Person	 	Section  3.02(b)
	Pre-Closing Tax Period	 	Section  6.04
	PLYF	 	Preamble
	PLYF Holdback Buyer Common Stock	 	Section 1.03(c)
	Real Property	 	Section  3.09
	Representatives	 	Section  5.01
	Restricted Business	 	Schedule 5.02
	Securities Act	 	Section  4.03
	Sellers	 	Preamble
	Seller Indemnitees	 	Section  7.02
	Shares and Selling Shares	 	Recitals
	Straddle Period	 	Section  6.01(a)
	Target Amount	 	Section 1.03(a)
	Taxes	 	Section  3.18(a)
	Tax Records	 	Section  6.06
	Tax Returns	 	Section  3.18(a)
	Territory	 	Schedule 3.18
	Transaction Documents	 	Section  2.02(a)
	Union	 	Section  3.17(b)
	Willis	 	Preamble
	Willis Holdback Buyer Common Stock	 	Section 1.03(d)


  






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Disclosure Schedules





 


 


 


[see attached]


 


 


 


 






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Schedule 5.02


 


Non-Competition;
Non-Solicitation


 


(a) For
a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Kenn Henman, individually or through
PLYF, its Affiliates, owners or employees (collectively “Henman”), shall not be permitted, whether directly or indirectly
through an affiliate, to: (i) engage in or assist others in engaging in any business, license, or activity whose prospects, customers
and partners include influencers, brand promoters, or persons who generate interest in family-focused
content, including, but not limited to, patenting, lifestyle, health, fashion and beauty, as well as related topics, whether tangible
or intangible, by use of social media, and brand advertisement agencies (the “Restricted Business”) in the United
States of America (the “Territory”); (ii) have an interest in any Person that engages, directly or indirectly, in the
Restricted Business in the Territory in any capacity, including as a partner, stockholder, director, officer, member, manager, employee,
contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally interfere in any material respect with
the business relationships (whether formed prior to or after the date of this Agreement) between the Company and promoters, customers
or suppliers of the Company. Notwithstanding the above, Henman may own, directly or indirectly, solely as an investment, securities of
any Person traded on any national securities exchange if Henman are not a controlling Person of, or a member of a group which controls,
such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. Furthermore, notwithstanding
anything set forth in this Schedule 5.02 to the contrary, Henman is permitted to engage in or assist others in engaging in any business,
license, or activity whose prospects, customers, promoters and partners include influencers, brand promoters, and persons
who generate interest in consumer products by use of social media and whose intellectual property, content and marketing activities
are predominantly (x) athletic and sports-based, and (y) not family-focused (collectively, “Sports
Talent”). Additionally, Henman is permitted to engage with or assist others in engaging in any business, license or activity
whose prospects, customers and partners include brand advertisers who promote Sports Talent. For the avoidance of doubt, (i) Henman is
not permitted to engage, solicit or represent Sports Talent in content and marketing activities that are, or become, family-focused and
(ii) in the event that Sports Talent becomes involved with topics that are primarily family-focused, Henman must cease his relationship
with the Sports Talent at such time.


 


(b) During
the Restricted Period, Henman shall not, and shall not permit any of his Affiliates to, directly or indirectly, hire or solicit any influencers,
brand promoters, or persons who generate interest the Restricted Business (“Talent”) that have been engaged by the
company during the Restricted Period or encourage any such Talent to cease providing services to the Company for five (5) years commencing
on the Closing Date; provided, however, that the provisions of this Schedule 5.02(b) shall not be applicable in the event
that such Talent is or becomes solely focused on activities conducted by Sports Talent.


 


(c) Henman
acknowledges that a breach or threatened breach of any of the subsections of this Schedule 5.02 would give rise to irreparable harm to
Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach
by Henman of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect
of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, or specific performance (without
any requirement to post bond).


 


(d) Henman
acknowledges that the restrictions contained in this Schedule 5.02 are reasonable and necessary to protect the legitimate interests of
Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this
Agreement. In the event that any covenant contained in this Schedule 5.02 should ever be adjudicated to exceed the time, geographic, product
or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court is expressly
empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product
or service, or other limitations permitted by applicable Law or such Governmental Order. The covenants contained in this Schedule 5.02
and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant
or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.


 


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