ASSET
PURCHASE AGREEMENT


 


THIS
ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of May 26, 2016 by and among MGT Cybersecurity Inc.,
a Delaware corporation (the “Buyer”), MGT Capital Investments, Inc., a Delaware corporation (“Parent”)
and Demonsaw, LLC, a Delaware limited liability company (“Demonsaw”), and the shareholders/members of Demonsaw.
identified on the signature page hereto (together with Demonsaw, the “Sellers”).


 


RECITALS


 


WHEREAS,
Demonsaw is in the business of developing and marketing certain secure and anonymous information sharing applications (the “Business”),
and owns certain intellectual property and other assets related to the Business;


 


WHEREAS,
Demonsaw desires to sell, and Buyer, a wholly owned subsidiary of Parent, desires to purchase, on the terms and subject to the
conditions of this Agreement, certain assets of the Business;


 


NOW,
THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained,
and intending to be legally bound, the Parties hereto agree as follows:


 


ARTICLE
I

DEFINITIONS


 


“Action”
means any litigation, written claim threatening any third-party adjudication of a dispute, suit, arbitration, mediation, inquiry,
investigation, government investigation, regulatory proceeding or other proceeding of any nature (whether criminal, civil, legislative,
administrative, regulatory, prosecutorial or otherwise) by or before any arbitrator or Government Body or similar Person or body.


 


“Affiliate”
of any Person means any Person that controls, is controlled by, or is under common control with such Person. As used herein, “control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of
such entity, whether through ownership of voting securities or other interests, by contract or otherwise.


 


“Agreement”
means this asset purchase agreement.


 


“Assets”
shall have such meaning as set forth in Section 2.1.


 


“Assumed
Liabilities” shall have such meaning as set forth in Section 2.3.


 


“Bill
of Sale, Assignment and Assumption Agreement” shall have such meaning as set forth in Section 3.2(i).


 


“Business”
shall have the meaning as set forth in the recitals.


 


“Buyer”
shall have the meaning as set forth in the recitals.


 


“Buyer’s
Consents” shall have the meaning as set forth in Section 5.3(d).


 


“Bylaws”
shall have such meaning as set forth in Section 5.2(c).


 






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“Certificate
of Incorporation” shall have such meaning as set forth in Section 5.2(c).


 


“Closing”
shall have such meaning as set forth in Section 3.1.


 


“Closing
Date” shall have such meaning as set forth in Section 2.4.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Collateral
Agreements” means all such concurrent or subsequent agreements, documents and instruments, as amended, supplemented,
or otherwise modified in accordance with the terms hereof or thereof, including without limitation the Bill of Sale, the Escrow
Agreement and the IP Assignment.


 


“Common
Stock” means shares of common stock, par value $0.0001 per share, of the Parent.


 


“Employment
Agreements” shall have such meaning as set forth in Section 3.2(xi).


 


“Consulting
Agreement” shall have such meaning as set forth in Section 3.2(xi).


 


“Contracts”
means all contracts, agreements, leases, subleases, licenses, sublicenses, commitments, indemnities, assignments, understandings
and arrangements, whether written or oral, that are legally enforceable.


 


“Contributing
IP” shall have such meaning as set forth in Section 4.12(J).


 


“Demand
Letters” shall have such meaning as set forth in Section 4.12(f).


 


“Demonsaw”
shall have the meaning as set forth in the recitals.


 


“Demonsaw
Consents” shall have such meaning as set forth in Section 4.3(d).


 


“Demonsaw
Offerings” means any products or services developed, manufactured, offered, provided, sold or otherwise distributed
by or for Demonsaw related to the Business.


 


“Encumbrance”
means any mortgage, pledge, security interest, hypothecation, assignment, or lien.


 


“Environmental
Law” shall mean any Law which relates to or otherwise imposes liability or standards of conduct concerning discharges,
emissions, releases or threatened releases of noises, pathogens, odors, pollutants, or contaminants or hazardous or toxic wastes,
substances or materials, whether as matter or energy, into air (whether indoors or out), water (whether surface or underground)
or land (including any subsurface strata), or otherwise relating to their manufacture, processing, generation, distribution, use,
treatment, storage, disposal, cleanup, transport or handling, including the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Resource Conservation
and Recovery Act of 1976, as amended, the Toxic Substances Control Act of 1976, as amended, the Federal Water Pollution Control
Act Amendments of 1972, the Clean Water Act of 1977, as amended, the National Environmental Policy Act of 1969, and any state
provision analogous to any of the foregoing.


 


“Escrow
Agent” shall mean an escrow agent to be mutually agreed by the Parties prior to Closing.


 






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“Escrow
Agreement” shall mean an escrow agreement dated of even date herewith by and among the Parties and the Escrow Agent
(the “Escrow Agreement”).


 


“Escrow
Period” means a period of six (6) months, commencing on the Closing Date.


 


“Escrow
Shares” shall have such meaning as set forth in Section 2.4.


 


“Excluded
Assets” shall have such meaning as set forth in Section 2.1.


 


“GAAP”
shall have such meaning as set forth in Section 5.5.


 


“Governmental
Body” means any nation or government, any state or other political subdivision thereof, any legislative, executive or
judicial unit or instrumentality of any government entity (foreign, federal, state or local) or any department, commission, board,
agency, bureau, official or other regulatory, administrative or judicial authority thereof or any entity (including a court or
self-regulatory organization) exercising executive, legislative or judicial, Tax, regulatory or administrative functions of or
pertaining to government.


 


“Hazardous
Substance” means any material, substance, form of energy or pathogen which (a) constitutes a “hazardous substance”,
“toxic substance” or “pollutant”, “contaminant”, “hazardous material”, “hazardous
chemical”, “regulated substance”, or “hazardous waste” (as such terms are defined by or pursuant
to any Environmental Law) or (b) is otherwise regulated or controlled by, or gives rise to liability under, any environmental
law.


 


“Indemnified
Party” means any party entitled to receive indemnification hereunder.


 


“Indemnifying
Party” means any party obligated to provide indemnification hereunder.


 


“Intellectual
Property” means all domestic or foreign rights in, to and concerning: (i) inventions and discoveries (whether patented,
patentable or unpatentable and whether or not reduced to practice), including ideas, research and techniques, technical designs,
and specifications (written or otherwise), improvements, modifications, adaptations, and derivations thereto, and patents, patent
applications, inventor’s certificates, and patent disclosures, together with divisions, continuations, continuations-in-part,
revisions, reissuances and reexaminations thereof; (ii) trademarks, service marks, brand names, certification marks, collective
marks, d/b/a’s, trade dress, logos, symbols, trade names, assumed names, fictitious names, corporate names and other indications
or indicia of origin, including translations, adaptations, derivations, modifications, combinations and renewals thereof; (iii)
published and unpublished works of authorship, whether copyrightable or not (including databases and other compilations of data
or information), copyrights therein and thereto, moral rights, and rights equivalent thereto, including but not limited to, the
rights of attribution, assignation and integrity; (iv) trade secrets, confidential and/or proprietary information (including ideas,
research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data,
schematics, designs, discoveries, drawings, prototypes, specifications, hardware configurations, customer and supplier lists,
financial information, pricing and cost information, financial projections, and business and marketing methods plans and proposals),
collectively “Trade Secrets”; (v) computer software, including programs, applications, source and object code,
data bases, data, models, algorithms, flowcharts, tables and documentation related to the foregoing; (vi) other similar tangible
or intangible intellectual property or proprietary rights, information and technology and copies and tangible embodiments thereof
(in whatever form or medium); (vii) all applications to register, registrations, restorations, reversions and renewals or extensions
of the foregoing; (viii) internet domain names; and (ix) all the goodwill associated with each of the foregoing and symbolized
thereby; and (x) all other intellectual property or proprietary rights and claims or causes of action arising out of or related
to any infringement, misappropriation or other violation of any of the foregoing, including rights to recover for past, present
and future violations thereof.


 






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“IP
Assignment” shall have such meaning as set forth in Section 3.2(x).


 


“IP
Claims” means any and all claims and causes of action, whether asserted or unasserted, of Demonsaw against third parties
related to the Intellectual Property being sold, transferred and assigned hereunder to Buyer.


 


“Knowledge”
or “knowledge” means, with respect to Sellers, the actual knowledge of Sellers, and with respect to Buyer and
Parent, the actual knowledge of Robert B. Ladd.


 


“Law”
or “Laws” means any law, statute, ordinance, rule, regulation, code, order, judgment, Tax ruling, injunction,
decision or decree of any Governmental Body.


 


“Licenses”
means any licenses, registrations or certificates granted to Demonsaw by any Governmental Body as required by applicable Law.


 


“Material
Adverse Effect” means, with respect to a Party any change, event or occurrence that is, or is reasonably likely to be
or become, materially adverse to (a) the property, business, operations assets (tangible and intangible) or financing condition
of such Party, or (b) the ability of a Party to consummate the transactions contemplated by this Agreement and the Collateral
Agreements or to perform its material obligations hereunder or thereunder, respectively; provided, that none of the following
shall be deemed, either alone or in combination, to constitute a Material Adverse Effect: (i) conditions, changes or effects that
generally affect any of the industries or markets in which Demonsaw or Buyer, as the context requires, operates, or the United
States economy or securities or financial markets in general, (ii) any change in any Law, (iii) any formal change by a Governmental
Body in the interpretation of any applicable Law that takes effect after the date of this Agreement, or (iv) any change resulting
from compliance by such Party with the terms of, or the taking of any action contemplated or permitted by, this Agreement.


 


“Parent”
shall have the meaning as set forth in the recitals.


 


“Party”
means Buyer, Parent or a Seller.


 


“Parties”
means Buyer, Parent and Sellers, collectively.


 


“Permitted
Encumbrances” means (a) liens for Taxes not yet due and payable or being contested in good faith, (b) mechanics’,
carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business
consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material
to the Business or the Assets, or (c) liens arising under original purchase price conditional sales contracts and equipment leases
with Third Parties entered into in the ordinary course of business consistent with past practice which are not, individually or
in the aggregate, material to the Business or the Assets.


 


“Permits”
means all material permits, licenses, certificates, approvals, qualifications, registrations, and similar authorizations issued
to Demonsaw by a Governmental Body related to the Assets or Purchased Contracts, including any amendment, modification, limitation,
condition or renewal thereof.


 






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“Person”
means any individual, corporation, partnership, limited liability company, limited liability firm, association, joint venture,
joint stock company, trust, unincorporated association or other entity, or any Governmental Body.


 


“Personal
Information” means information from or about an individual that is sufficient to identify such individual, including,
but not limited to, an individual’s: first and last name, home or other physical address; telephone number, including home
telephone number and mobile telephone number, email address or other contact information; financial account number, government-issued
identifier, or persistent identifier, such as IP address or other unique identifier with another piece of information that would
permit the identification of a Person; list of contacts, provided that the list permitted specific identification of those on
such list; sufficiently precise physical location; or any other information from or about an individual consumer that is combined
with information from or about an individual that is sufficient to identify such individual.


 


“Purchase
Price” shall have such meaning as set forth in Section 2.5.


 


“Purchased
Contracts” shall have such meaning as set forth in Section 2.2.


 


“Registered
IP” means all Intellectual Property rights that are registered or filed with or issued by any Governmental Body, including
all patents, registered copyrights, registered mask works, and registered trademarks and all applications for any of the foregoing.


 


“Registered
IP Fees” shall have such meaning as set forth in Section 4.12(c).


 


“SEC
Documents” shall have such meaning as set forth in Section 5.5.


 


“Sellers”
shall have the meaning as set forth in the recitals.


 


“Software”
means all (i) computer programs and other software, including software implementations of algorithms, models, and methodologies,
whether in source code, object code or other form, including libraries, subroutines and other components thereof, (ii) computerized
databases and other computerized compilations and collections of data or information, including all data and information included
in such databases, compilations or collections, (iii) screens, user interfaces, command structures, report formats, templates,
menus, buttons and icons, (iv) descriptions, flow-charts, architectures, development tools, and other materials used to design,
plan, organize and develop any of the foregoing and (v) all documentation, including development, diagnostic, support, user and
training documentation related to any of the foregoing.


 


“Tax
Returns” means all returns, information returns, reports, declarations, or other filings required to be made with any
Governmental Body with respect to Taxes.


 


“Taxes”
mean all taxes of any kind, charges, fees, customs, levies, duties, imposts, required deposits or other assessments, including
all net income, capital gains, gross income, gross receipt, property, franchise, sales, use, excise, ad valorem, value added,
transfer, gains, profits, license, net worth, asset, transaction, and other taxes, imposed upon any Person by any Law or Governmental
Body, together with any interest and any penalties, or additions to tax, with respect to such taxes.


 


“Third
Party” means any Person other than, and not an Affiliate of, a Party.


 






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ARTICLE
II


PURCHASE
AND SALE OF ASSETS


 


2.1.
Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, at the Closing, Demonsaw agrees to sell,
convey and assign to Buyer, and Buyer agrees to purchase from Demonsaw, free and clear from all Encumbrances (other than Permitted
Encumbrances), all of Demonsaw’s right, title and interest in, to and under the assets of Demonsaw used or held for use
in the Business at Closing, including those assets specified below (which are hereinafter collectively referred to as the “Assets”),
but specifically excluding the Excluded Assets (defined below):


 


(a)
customer contracts, databases, sales pipeline, proposals of the Business, and project files associated with the Business;


 


(b)
all Licenses and Permits of the Business, to the extent transferable to Buyer;


 


(c)
the assets to be transferred pursuant to the IP Assignment;


 


(d)
all social media accounts used by Demonsaw in the conduct of the Business, including all user names and passwords associated with
such social media accounts.


 


(e)
all Purchased Contracts, including but not limited to the accounts with any Third Party provider enabling the Business’
website and/or application, to the extent the contracts associated with those accounts are assignable; and


 


(f)
all rights, IP Claims and causes of action against third parties resulting from or relating to the operation of the Business and
the Assets prior to the Closing Date, including without limitation, any rights, claims and causes of actions arising under warranties
from vendors and other third parties and the proceeds of insurance.


 


“Excluded
Assets” shall mean the following assets of Sellers that will be retained by Sellers and are not being sold or assigned
to Buyer hereunder: (i) all taxpayer and other identification numbers and minute books, stock transfer books and other documents
relating to the organization, maintenance, and existence of Demonsaw as a legal entity; (ii) Sellers’ rights under this
Agreement and the agreements to be executed by Sellers in connection herewith; and (iii) such other assets of Demonsaw as are
specifically listed on Schedule 2.1.


 


2.2.
Assignment of Contracts. Upon the terms and subject to the conditions of this Agreement, at the Closing, Demonsaw shall assign
and transfer to Buyer, and Buyer shall assume and take assignment of, the Contracts listed on Schedule 2.2 hereto (collectively,
the “Purchased Contracts”) subject to Third Party consents, which may be later obtained in accordance with
the Escrow Agreement. Sellers shall take or cause to be taken all actions reasonably necessary to receive all required consents
from Third Parties to the assignment of the Purchased Contracts. Buyer shall not be obligated to assume any Purchased Contracts
which require consent to assignment unless such consent has been obtained.


 


2.3.
Liabilities. Except as provided for herein, Buyer will not assume any liabilities of Sellers. Excluded liabilities (the “Excluded
Liabilities”) shall include, without limitation, the following:


 


(a)
liabilities arising from Sellers’ breaches, defaults or failures of performance (i) under the Purchased Contracts; (ii)
under contracts not included in the Purchased Contracts, including but not limited to any leases for the rental of any real property;
or (iii) the operation of the Business, arising out of events occurring on or before the Closing;


 






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(b)
any liabilities for Taxes incurred or accrued by Sellers, including but not limited to payroll, sales, income, and any Taxes that
become due as a result of the transactions contemplated by this Agreement;


 


(c)
any debt, payables or other liabilities, including without limitation any equipment or other leases (operating, capitalized or
otherwise), any 401(k), profit sharing or pension plan, any deferred compensation payables, accrued bonus, payroll or vacation
payables, or COBRA-related obligations;


 


(d)
any litigation, dispute or Action pending or threatened against Sellers (or its shareholders or management as applicable); and
any warranty liability to customers arising out of events occurring on or before the Closing Date;


 


(e)
accrued interest on any debt obligations of the Sellers; and


 


(f)
any liabilities not related to the Business.


 


Notwithstanding
the foregoing, as part of the consideration for the Assets, Buyer shall assume on the Closing Date only those obligations of Sellers
to be performed after the Closing under those Purchased Contracts, Licenses and Permits constituting Assets, but excluding any
obligations or liabilities arising from any performance, omissions, activities or events related to any such Purchased Contract,
License or Permit occurring on or prior to the Closing (the “Assumed Liabilities”).


 


2.4.
Purchase Price. Subject to the terms and conditions set forth in Section 2.5, in consideration for the sale, transfer, assignment,
conveyance and delivery by Demonsaw to Buyer of the Assets and Sellers’ agreement to retain and satisfy the Excluded Liabilities,
Parent shall (i) issue to Sellers of Seller’s designees(s), and deliver to Escrow Agent four million (4,000,000) unregistered
shares of Common Stock (the “Escrow Shares”) to be held in escrow in accordance with the Escrow Agreement and
subject to adjustment, in accordance with the Escrow Agreement; and (iii) issue and delivery to Sellers or Sellers’ designees(s)
sixteen million (16,000,000) unregistered shares of Common Stock (the “Closing Shares” together with Escrow
Shares as “Purchase Price Shares”) The Purchase Price Shares shall be allocated to Sellers according to Annex
A.


 


2.5.
Escrow; Lockup.


 


(a)
The Escrow Shares shall represent shares otherwise transferable by Demonsaw to certain shareholders or creditors of Demonsaw and
be available to cover any claims that may arise with respect to the representations, warranties, covenants or indemnification
obligations of Sellers pursuant to this Agreement during the Escrow Period. Furthermore, the Escrow Shares shall be surrendered
for cancellation to the Parent upon the failure to obtain certain milestones set forth in the Escrow Agreement.


 


(b)
All of the Purchase Price Shares shall be subject to the obligation by Demonsaw or Demonsaw’s designees, for a period of
twelve (12) months following the Closing Date, not to offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell, or otherwise
transfer or dispose of any securities of the Parent pursuant to the Lockup Agreement in the form attached hereto as Exhibit
B (the “Lockup Agreement”), which Lockup Agreement Demonsaw agrees to require any of the Demonsaw’s
designees to assume prior to becoming the registered holder of such Purchase Price Shares.


 






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ARTICLE
III


CLOSING


 


3.1.
Closing. Unless this Agreement is earlier terminated in accordance with Section 3.4, the closing of the transactions
contemplated by this Agreement (the “Closing”) shall take place such date when each of the conditions set forth
in this Article III have been satisfied or waived (other than those conditions that by their nature are to be satisfied
at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time as the Parties may agree
(the “Closing Date”). The Closing shall take place remotely by the electronic exchange of documents and signatures,
or at such location as the Parties hereto agree.


 


3.2.
Conditions to Closing.


 


(a)
Conditions to Obligations Common to Both Parties. The respective obligations of each Party hereto to consummate the transactions
contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions:


 


(i)
No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction
or other legal or regulatory restraint or prohibition preventing the consummation of the Asset Purchase shall be in effect, nor
shall any action have been taken by any Governmental Authority seeking any of the foregoing, and no statute, rule, regulation
or order shall have been enacted, entered, enforced or deemed applicable to the Asset Purchase, which makes the consummation of
the Asset Purchase illegal; and


 


(ii)
Buyer and Seller shall have timely obtained from each Governmental Authority, including NYSE MKT, all approvals, waivers and consents,
if any, necessary for consummation of, or in connection with, the Asset Purchase and the other transactions contemplated hereby.


 


(iii)
Buyer shall have received an appraisal from an independent investment bank or other qualified institution.


 


(iv)
Buyer shall have closed the transaction contemplated in the Asset Purchase Agreement (“D-Vasive APA”) by and
among the Buyer, the Parent, D-Vasive, Inc. and shareholders of D-Vasive, Inc. dated May 9, 2016.


 


(b)
Additional Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby
shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that
each such condition is solely for the benefit of Seller and may be waived by Seller in writing in its sole discretion without
notice, liability or obligation to any Person):


 


(i)
The representations and warranties of Buyer in this Agreement shall be true and correct in all material respects (except for such
representations and warranties that are qualified by their terms by a reference to materiality, which representations and warranties
as so qualified shall be true and correct in all respects) on and as of the Agreement Date and on and as of the Closing Date as
though such representations and warranties were made on and as of such date (except for representations and warranties which address
matters only as to a specified date, which representations and warranties shall be true and correct with respect to such specified
date). Buyer shall have performed and complied in all material respects with all covenants, obligations and conditions of this
Agreement required to be performed and complied with by it at or prior to the Closing.


 






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(ii)
Seller shall have received each of the deliverables required to be made by Buyer to Seller pursuant to Section 3.3.


 


(c)
Additional Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated
hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood
that each such condition is solely for the benefit of the Buyer and may be waived by the Buyer in writing in its sole discretion
without notice, liability or obligation to any Person):


 


(i)
The representations and warranties of Seller in this Agreement shall be true and correct in all material respects (except for
such representations and warranties that are qualified by their terms by a reference to materiality, which representations and
warranties as so qualified shall be true and correct in all respects) on and as of the Agreement Date and on and as of the Closing
Date as though such representations and warranties were made on and as of such date (except for representations and warranties
which address matters only as to a specified date, which representations and warranties shall be true and correct with respect
to such specified date). Seller shall have performed and complied in all material respects with all covenants, obligations and
conditions of this Agreement required to be performed and complied with by it at or prior to the Closing.


 


(ii)
Buyer shall have received each of the deliverables required to be made by Seller to Buyer pursuant to Section 3.3.


 


(iii)
There shall not have occurred a Material Adverse Effect with respect to the Purchased Assets since the Agreement Date.


 


(iv)
Seller shall have delivered financial statements of the Business (either auditable or audited by a PCAOB qualified auditing firm).


 


3.3.
Closing Deliverables. 


 


(a)
At the Closing, Seller shall deliver to Buyer


 


i.
a bill of sale, assignment and assumption for the Assets in the form attached as Exhibit C hereto (the “Bill
of Sale”) duly executed by Demonsaw;


 


ii.
assignments in the form of Exhibit D hereto transferring all Demonsaw Intellectual Property to Buyer duly executed by Demonsaw,
Eric J. Anderson or any other Person who has rights in the Demonsaw Intellectual Property (the “IP Assignment”);


 


iii.
duly executed Escrow Agreement;


 


iv.
such other instruments of assignment, transfer and conveyance as Buyer shall reasonably request to transfer to and vest in Buyer
all of Demonsaw’s right, title and interest in, to and under the Assets;


 






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v.
evidence of the receipt of Demonsaw Consents or, if applicable, evidence of communications requesting a Third Party to provide
consent required to be obtained by Demonsaw pursuant to this Agreement and subject to the Escrow Agreement;


 


vi.
any Uniform Commercial Code termination statements, releases and other documents necessary to evidence that each of the Assets
is being sold, conveyed, transferred, assigned and delivered to Buyer free and clear of any Encumbrances (except for Permitted
Encumbrances), as set forth on Schedule 3.3(iv);


 


vii.
Seller shall deliver, cause to be delivered, or make available in a manner satisfactory to the Buyer, the source code underpinning
the Demonsaw application and other Software developed by Seller in connection with the Business;


 


viii.
the book and records solely related to the Assets;


 


ix.
copies of the following, in each case certified as of the Closing Date by the Secretary of Demonsaw: (1) resolutions of Demonsaw’s
board and shareholders authorizing the execution, delivery and performance of this Agreement and the other agreements that Demonsaw
is required to execute and deliver pursuant to the terms of this Agreement; and (2) the signature and incumbency of the Persons
authorized to execute and deliver this Agreement and the other agreements and certificates that Demonsaw is required to execute
and deliver pursuant to the terms of this Agreement; and


 


x.
a certificate dated as of the Closing Date, executed on behalf of Seller by its executive officer, to the effect that (i) the
condition set forth in Section 3.2(c)(i) has been satisfied, and (ii) there shall not have occurred a Material Adverse
Effect with respect to the Assets since the Agreement Date;


 


xi.
employment agreement, in the form of Exhibit E hereto (the “Employment Agreement”) whereby Eric
J. Anderson will be appointed as the Chief Technology Officer of the Parent, duly executed by Eric J. Anderson,


 


xii.
duly executed Lockup Agreement; and


 


xiii.
Seller’s counsel’s opinion in a form satisfactory to Buyer’s counsel.


 


Simultaneous
with the deliveries referred to in this Section 3.2, Sellers shall take or cause to be taken all such actions as may reasonably
be required to put Buyer in actual possession and operating control of the Assets. To the extent deliveries required under Section
3.2 are not made, Buyer (in its sole discretion) may waive such requirement; but if such requirement is not waived, Sellers shall
cooperate in any reasonable arrangement proposed by Buyer designed to obtain for Buyer the material benefits and privileges of
such deliveries not made.


 






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(b)
At the Closing, Buyer shall deliver to Seller:


 


i.
a certificate dated as of the Closing Date, executed on behalf of Buyer by its President, to the effect that the condition set
forth in Section 3.2(b)(i) has been satisfied;


 


ii.
evidence that the approval from NYSE MKT has been obtained;


 


iii.
certificate(s) of Common Stock representing the Closing Shares;


 


iv.
certificate(s) of Common Stock representing the Escrow Shares to the Escrow Agent;


 


v.
Employment Agreement duly executed by Parent;


 


vi.
the Bill of Sale duly executed by Buyer;


 


vii.
the Escrow Agreement duly executed by Buyer and Parent; and


 


viii.
Buyer shall deliver copies of the following, in each case certified as of the Closing Date by the Secretary or Assistant Secretary
of Buyer or the Parent, as may be the case: (1) resolutions of Buyer’s and Parent’s board of directors authorizing
the execution, delivery and performance of this Agreement and the other agreements that Buyer is required to execute and deliver
pursuant to the terms of this Agreement; and (2) the signature and incumbency of the Persons authorized to execute and deliver
this Agreement, the other agreements and certificates Buyer is required to deliver pursuant to this Agreement.


 


3.4.
Termination. At any time prior to the Closing, this Agreement may be terminated and the transactions contemplated hereby abandoned
by authorized action taken by the terminating Party:


 


(a)
by mutual written consent duly authorized by Buyer and Seller;


 


(b)
by either Buyer or Seller, if the Closing shall not have occurred on or before September 24, 2016 or such other date that Buyer
and Seller may agree upon in writing (the “Termination Date”); provided, however, that the right
to terminate this Agreement under this Section 3.4(b) shall not be available to any Party whose breach of this Agreement
has resulted in the failure of the Closing to occur on or before the Termination Date;


 


(c)
by either Buyer or Seller, if any permanent injunction or other order of a Governmental Authority preventing the consummation
of the transactions contemplated hereby shall have become final and nonappealable;


 


(d)
by Buyer, if Seller shall have breached any representation, warranty, covenant or agreement contained herein and such breach shall
not have been cured within five business days after receipt by Seller of written notice of such breach (provided, however,
that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured
within the timeframe above and at or prior to the Closing, such breach would result in the failure of any of the conditions set
forth in Section 3.2(c) to be satisfied; or


 






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(e)
by Seller, if Buyer shall have breached any representation, warranty, covenant or agreement contained herein and such breach shall
not have been cured within five business days after receipt by Buyer of written notice of such breach (provided, however,
that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured
within the timeframe above and at or prior to the Closing, such breach would result in the failure of any of the conditions set
forth in Section 3.2(b) to be satisfied.


 


3.5.
Effect of Termination. In the event of termination of this Agreement as provided in Section 3.4, this Agreement
shall forthwith become void and there shall be no liability or obligation on the part of the Buyer, Parent, Seller, or their
respective officers, directors, stockholders or affiliates; provided, however, that the provisions of this Section
3.5 and Article VIII (Miscellaneous) shall remain in full force and effect and survive any termination of this
Agreement.


 


ARTICLE
IV

REPRESENTATIONS AND WARRANTIES OF SELLERS


 


Except
as set forth in the Schedules attached hereto, Sellers represent and warrant to Buyer and Parent that the statements contained
in this Article IV are true and correct as of the date hereof.


 


4.1.
Organization and Qualification. Demonsaw is a company duly organized, validly existing and in good standing under the laws
of the State of Delaware. Demonsaw has all requisite power and authority to own, lease and license the Assets as such Assets are
currently owned, operated, leased or licensed, and to operate the Business as such Business is currently operated.


 


4.2.
Authorization; Binding Effect.


 


(a)
Subject to obtaining board and/or shareholder approval of this Agreement prior to Closing, each Seller has all requisite power
and authority to execute and deliver this Agreement and each Collateral Agreement to which it is or will be a party and to effect
the transactions contemplated hereby and thereby. The execution, delivery and performance by Demonsaw of this Agreement and each
Collateral Agreement to which it is or will be a party and the consummation by Demonsaw of the transactions contemplated hereby
and thereby have been duly and validly approved by Demonsaw’s shareholders and board of directors, and no other company
actions or proceedings on the part of Demonsaw or any Affiliate of Demonsaw are necessary to authorize the execution, delivery
and performance by Demonsaw of this Agreement or the Collateral Agreements to which it is or will be a party or the transactions
contemplated hereby and thereby save and except shareholder approval.


 


(b)
Sellers have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements
to which Sellers are or will be a Party have been duly executed and delivered by Sellers (assuming due execution by Buyer, Parent
and any party to such agreements other than Sellers), this Agreement and each such Collateral Agreement will constitute valid
and legally binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms, except as such
agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws
and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.


 






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4.3.
Non-Contravention; Demonsaw Consents. The execution, delivery and performance of this Agreement and the applicable Collateral
Agreements by Sellers, and the consummation of the transactions contemplated hereby and thereby do not and will not:


 


(a)
conflict with or result in a breach or violation of any provision of any organizational documents of Demonsaw, it being expressly
understood that Demonsaw is required to obtain a consent from its shareholders authorizing the transactions contemplated hereunder,
which consent shall be obtained prior to the Closing Date;


 


(b)
violate, or result in a breach of, or constitute an occurrence of default under any provision of, result in the acceleration or
cancellation of, any obligation under, or give rise to a right by any Third Party to terminate or amend its obligations under,
any Purchased Contract, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the Assets,
which violation, breach, default or Encumbrance would have a Material Adverse Effect. For the avoidance of doubt, there are no
Purchased Contracts which provide any party thereto with the right to cancel or terminate their Purchased Contract in the event
of (i) an assignment of the Purchased Contract to the Buyer, or (ii) the sale of substantially all of the Demonsaw’s assets
to the Buyer;


 


(c)
to Sellers’ Knowledge, violate any applicable Law of any Governmental Body having jurisdiction over Sellers or the Assets,
which would have a Material Adverse Effect; or


 


(d)
except as set forth on Schedule 4.3(d) hereto, require the consent, authorization, order or approval of, filing or registration
with, or waiver of any right of first refusal or first offer from, any Governmental Body or any Third Party, that has not been
obtained, except as would not individually or in the aggregate be materially adverse to Sellers (any such consents, approvals,
orders, authorizations, registrations, declarations and filings listed on Schedule 4.3(d) being referred to herein collectively
as the “Demonsaw Consents”).


 


4.4.
Assets – Sufficiency and Title.


 


(a)
The Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business
in the manner presently operated by Sellers.


 


(b)
Demonsaw has good and valid title to, or a valid leasehold interest or license in, all of the Assets, free and clear of any Encumbrances
except for Permitted Encumbrances, and has the full right to sell, convey, transfer, assign and deliver all of the Assets to Buyer
at the Closing, free and clear of all Encumbrances except for Permitted Encumbrances.


 


(c)
Except as set forth on Schedule 4.4(c) hereto and subject to normal wear and tear, all the tangible Assets are in good
working condition and repair, consistent with their current use in the Business.


 


(d)
There are no material defects in, or conditions with, the Assets that will negatively impact Buyer’s ability to use the
Assets as they are currently used. Demonsaw is not a party to any Contract with any Third Party to sell, transfer, assign, convey
or otherwise dispose of any portion of the Assets or any portion of Demonsaw’s interest in the Assets.


 


4.5.
Licenses and Permits. Except as set forth on Schedule 4.5, to Sellers’ Knowledge, Demonsaw is in compliance with
the Licenses and Permits, if any, required for it to own, operate, lease or license the Assets as such Assets are currently owned,
operated, leased or licensed, and to operate the Business as such Business is currently operated, and to Sellers’ Knowledge,
no Action is pending or threatened which could revoke or limit any License or Permit.


 


4.6.
Compliance with Laws; Litigation. To Sellers’ Knowledge, Demonsaw is in compliance with all Laws of or from Governmental
Bodies applicable to the Business and the Assets.


 






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(a)
Except as set forth on Schedule 4.6, there are no Actions pending or, to Sellers’ Knowledge, threatened, against
Demonsaw or any of its officers, managers, employees or members in their capacity as such, with respect to the Business, the Assets
or the Purchased Contracts. Demonsaw is not subject to any order (consent or other), judgment, decree, injunction or stipulation
of or with any court or other Governmental Body that names Demonsaw and imposes a material ongoing obligation with respect to
the operation of the Business and the Assets, which would have a Material Adverse Effect.


 


(b)
There are no Actions pending or, to Sellers’ Knowledge, threatened by or against Sellers with respect to this Agreement
or any of the Collateral Agreements, or in connection with the transactions contemplated hereby or thereby, that would reasonably
be expected to prevent or materially delay the consummation by Sellers of the transactions contemplated hereby or thereby or would
reasonably be expected individually or in the aggregate to have a Material Adverse Effect.


 


4.7.
Purchased Contracts. All amounts due and payable with respect to the Purchased Contracts prior to the date hereof have been
paid through the date hereof and all such amounts due and payable immediately prior to the Closing Date will have been paid through
the Closing Date and, to Sellers’ Knowledge, there are no material breaches, violations or defaults under any provision
of any Purchased Contracts, which would have a Material Adverse Effect. To Sellers’ Knowledge, Demonsaw has complied with
all terms of use, terms of service and other obligations of the Purchased Contracts and all associated policies and guidelines
relating to its use of any social media platforms, sites or services in the conduct of the Business.


 


4.8.
Taxes. Except as set forth on Schedule 4.8:


 


(a)
To the Sellers’ knowledge, there are no liens for Taxes upon any of the Assets, except for liens for Taxes not yet due and
payable.


 


(b)
Demonsaw has paid, or made provision for the payment of, all material Taxes required to be paid by it with respect to the Business
and the Assets.


 


4.9.
Brokers. No broker, finder, financial advisor or other Person is entitled to any broker’s, finder’s, financial
advisor’s or other similar fee or commission from any Party in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of Sellers or any of its Affiliates.


 


4.10.
Environmental Matters.


 


(a)
To Sellers’ Knowledge, Sellers are operating the Business and Assets in material compliance with all applicable Environmental
Laws;


 


(b)
Demonsaw has not, and, to Sellers’ Knowledge, no other Person has, used, stored, disposed of, released or managed (whether
by act or omission) any Hazardous Substances in a manner that could reasonably be expected to result in the owner or operator
of the Business or Assets incurring any material liability or expense;


 


(c)
Demonsaw has not received any written notice from any Governmental Body that Demonsaw is in violation of any Environmental Law
in connection with its operation of the Business and Assets; and


 






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(d)
Demonsaw is not subject to any pending or, to Sellers’ Knowledge, threatened Action in connection with the Business or Assets
involving a demand for damages, injunctive relief, penalties or other potential liability with respect to a violation of any Environmental
Law or release of any Hazardous Substance.


 


4.11.
Investment Representations.


 


(a)
Demonsaw (or its designees) are acquiring the shares of Common Stock comprising the Purchase Price Shares for its own account
and not with a view to the distribution thereof in contravention of the Securities Act of 1933, as amended (the “Securities
Act”).


 


(b)
In proceeding with the transactions contemplated hereby, Demonsaw (and its designees) are not relying upon any representation
or warranty of Buyer or Parent, or any of its officers, directors, employees, agents or representatives thereof, except the representations
and warranties set forth herein and the statements contained in Parent’s filings with the Securities and Exchange Commission.


 


(c)
Demonsaw and its designees have such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of acquiring the Purchase Price Shares and understand the risks of, and other considerations relating to,
its acquisition of the shares of Common Stock.


 


4.12
Proprietary Rights.


 


(a)
Registered IP. Schedule 4.12(a) contains a complete and accurate list of all Registered IP owned or purported to
be owned by or filed in the name of Demonsaw, which list identifies (i) the jurisdiction in which each item of Registered IP has
been registered or filed, and (ii) any item of Registered IP that is jointly owned with any other Person.


 


(b)
All Registered IP are active and have not been abandoned for any reason.


 


(c)
All required filings and fees (“Registered IP Fees”) related to the Registered IP have been timely filed with
and paid to the relevant Governmental Bodies and authorized registrars, and all Registered IP are in good standing. Demonsaw has
provided Buyer with true and complete copies of all file histories, documents, certificates, Government Body actions, correspondence
and other materials related to all Registered IP.


 


(d)
Third Party IP and Inbound Licenses. Schedule 4.12(d) contains a complete and accurate list of all Intellectual
Property licensed to Demonsaw (other than non-customized, executable code, internal use software licenses for software that is
not incorporated into, or used directly in the development, manufacturing, or distribution of, Demonsaw’s products or services
and that is generally available on standard terms for less than $2,000), and the corresponding Contracts in which such Intellectual
Property is licensed to Demonsaw.


 


(e)
Outbound Licenses. Schedule 4.12(e) contains a complete and accurate list of all Contracts currently in effect in
which any Person has been granted any license under, or otherwise transferred or conveyed any right or interest in, Demonsaw Intellectual
Property; provided, however, that all consumers who have downloaded any apps created and/or distributed by Demonsaw are not listed
in such Schedule (it being recognized that such consumers have a license to use such apps). Demonsaw is not bound by, or subject
to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of Demonsaw to use,
exploit, assert, or enforce the Demonsaw Intellectual Property anywhere in the world which limitations or restrictions would reasonably
be expected to have a Material Adverse Effect (it being understood that Demonsaw’s apps may be distributed through third
party apps markets and that such distributors may impose various restrictions on distribution under the applicable agreements
for distributing apps through such channels).


 






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(f)
Demand Letters. Schedule 4.12(f) contains a complete and accurate list (and Demonsaw has provided true, complete
and accurate copies to Buyer) of all letters and other written or electronic communications or correspondence, between Demonsaw
and any other Person regarding any actual, alleged, claimed, or suspected infringement or misappropriation of Demonsaw Intellectual
Property, along with a brief description of the current status of each such matter (“Demand Letters”).


 


(g)
Ownership Free and Clear. Demonsaw exclusively owns all right, title, and interest to and in the Demonsaw Intellectual
Property (other than Intellectual Property licensed from Third Parties) free and clear of any Encumbrances other than Encumbrances
in favor of Buyer.


 


(h)
Valid and Enforceable. All Demonsaw Intellectual Property is valid, subsisting, and enforceable (although Demonsaw makes
no representations with regard to Intellectual Property licensed from Third Parties). Without limiting the generality of the foregoing,
if applicable,:


 


(i)
Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publication, public use,
or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and
foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described
in the foreign patent application or foreign patent being made available to the public. No trademark or trade name owned, used,
or applied for by Demonsaw conflicts or interferes with any trademark or trade name owned, used, or applied for by any other Person.
Demonsaw has no Knowledge with respect to and is not aware of any other basis for a claim that any of the Demonsaw Intellectual
Property is invalid or unenforceable.


 


(ii)
All Demonsaw Intellectual Property (other than in-licensed Intellectual Property) that is Registered IP is in compliance with
all formal legal requirements and all filings, payments, and other actions required to be made or taken to maintain such Registered
IP in full force and effect have been made by the applicable deadline. Schedule 4.12(h)(ii) contains a complete and accurate
list of all actions, filings, and payments that must be taken or made through December 31, 2015, in order to maintain such Registered
IP in full force and effect.


 


(iii)
No legal proceeding (including any interference, opposition, reissue, or reexamination proceeding) is pending or, to Sellers’
Knowledge, threatened, in which the scope, validity, or enforceability of any Demonsaw Intellectual Property is being, has been,
or could reasonably be expected to be contested or challenged, and there has been no such legal proceeding.


 


(i)
Trade Secrets. Demonsaw has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce
its respective rights in its respective Trade Secrets.


 


(j)
Employees and Contractors. All employees and contractors of Demonsaw who were involved in the creation or development of
Demonsaw Intellectual Property will sign agreements assigning such Demonsaw Intellectual Property to Demonsaw and binding them
to confidentiality provisions regarding to Demonsaw Intellectual Property. No past or present member, officer, manager, or employee
of Demonsaw have any claim, right, or interest to or in any Demonsaw Intellectual Property. Notwithstanding the foregoing, employees
and contractors who contributed to development of the Demonsaw Intellectual Property using their own, pre-existing Intellectual
Property (listed on Schedule 4.12(j), the “Contributing IP”), shall maintain full rights and ownership to such
Contributing IP; provided, however, that the owners of the Contributing IP agree to enter into license agreements with Buyer with
respect to Buyer’s license of the Contributing IP.


 






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(k)
Chain of Title. Demonsaw has properly recorded assignments from all named inventors for all patents and patent applications
included in the Registered IP owned or purported to be owned by Demonsaw.


 


(l)
Impairment of Goodwill. The goodwill associated with or inherent in Demonsaw’s trademarks (both registered and unregistered)
has not been impaired.


 


(m)
Infringement of Sellers Intellectual Property by Third Parties. To Sellers’ Knowledge, no Person has infringed, misappropriated,
or otherwise violated, and no Person is currently infringing, misappropriating, or otherwise violating, any Demonsaw Intellectual
Property, provided Demonsaw makes no representation with regard to in-licensed Intellectual Property.


 


(n)
Government Rights. No government funding or personnel were used, directly or indirectly, by Sellers to develop or create,
in whole or in part, any of Demonsaw Intellectual Property.


 


(o)
Effects of This Transaction. Neither the execution or delivery of this Agreement nor the performance of this Agreement
and the consummation of the transactions contemplated hereby will, with or without notice or lapse of time, result in, or give
any other Person the right or option to cause or declare, (i) a loss of, or Encumbrance or restriction on, any Demonsaw Intellectual
Property or any license to Intellectual Property held by Demonsaw; (ii) a breach of any license agreement listed or required to
be listed in Schedule 4.12(d); (iii) the release or delivery of any Demonsaw Intellectual Property to any other Person;
or (iv) the grant, assignment, or transfer to any other Person of any license or other right or interest under, to, or in any
of the Demonsaw Intellectual Property.


 


(p)
No Infringement of Third Party IP Rights. To Sellers’ Knowledge, Demonsaw has never infringed, misappropriated, or
otherwise violated the Intellectual Property Rights of any other Person, which infringement or misappropriation would reasonably
be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, to Sellers’ Knowledge no
product, information, or service ever manufactured, produced, distributed, published, used, provided, or sold by or on behalf
of Demonsaw, and no Intellectual Property ever owned, used, or developed by Demonsaw, has infringed, misappropriated, or otherwise
violated the Intellectual Property Rights of any other Person, which infringement or misappropriation would reasonably be expected
to have a Material Adverse Effect.


 


(q)
Pending, Threatened, or Possible IP Infringement Claims. There are no pending or to Sellers’ Knowledge threatened
infringement, misappropriation, or similar claims or legal proceedings against Demonsaw or to Sellers’ knowledge against
any other Person who would be entitled to indemnification by Demonsaw for such claim or legal proceeding. Demonsaw has never received
any written notice of any actual, alleged, possible, potential, or suspected infringement or misappropriation of any other Person’s
Intellectual Property Rights by Demonsaw or by any product or service developed, manufactured, distributed, provided, or sold
by or on behalf of Demonsaw.


 


(r)
Sufficiency. To Sellers’ Knowledge, Demonsaw owns or otherwise has all Intellectual Property rights needed to conduct
its business as currently conducted.


 






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4.13
Privacy; Data Security.


 


(a)
Demonsaw has not collected Personal Information, including data collected from an IP address, web beacon, pixel tag, ad tag, cookie,
JavaScript, local storage, Software, or by any other means, or from a particular computer, Web browser, mobile telephone, or other
device or application, where such data is or may be used to identify or contact an individual, device, or application (including,
without limitation, by means of an advertisement or content), or to predict or infer the preferences, interests, or other characteristics
of the device or of a user of such device or application or is otherwise used to target advertisements or other content to a device
or application or to a user of such device or application (“Non-Personal Information”). Demonsaw does not,
and the Assets purchase do not provide for collection or utilization of, Personal Information or Non-Personal Information, nor
perform in any manner when utilized by users as intended, any function that would collect Personal Information or Non-Personal
Information from users of its Assets. Demonsaw has complied in all material respects with all Laws (which for such purposes shall
include the policy of such third party apps markets that distribute Demonsaw’s apps) relating to: (i) the privacy of users
of (including Internet or mobile users who view or interact with) the Demonsaw Offerings and all of the websites of Demonsaw,
and (ii) the collection, use, storage, retention, disclosure, and disposal of any Personal Information or Non-Personal Information
collected by Demonsaw, or by Third Parties acting on the Demonsaw’s behalf or having authorized access to the Demonsaw’s
records. The privacy practices of Demonsaw concerning the collection, use, retention, disclosure, and disposal, of Personal Information
or Non-Personal Information conform, and at all times have materially conformed, to all of the contractual commitments of Demonsaw
including to viewers of the websites of the Demonsaw and users of (including Internet users who view or interact with) the Demonsaw
Offerings and the contractual commitments of Demonsaw through which Demonsaw Offerings are offered. Demonsaw Offerings conform,
and at all times have materially conformed to applicable Law and, to the extent subject thereto, to the Network Advertising Initiative’s
Self-Regulatory Code of Conduct (2008), the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral
Advertising, and the Federal Trade Commission’s Principles for the Self Regulation of Online Behavioral Advertising (2010).
Except as required to process a transaction or provide the Demonsaw Offerings, Demonsaw has not disclosed, and does not have any
obligation to disclose, any Personal Information or Non-Personal Information to any Third Party. Demonsaw and its websites and
the Demonsaw Offerings, have made all disclosures to users or customers and obtained all necessary consents from users or customers
required by applicable Law, and none of such disclosures made or contained in any of Demonsaw’s websites or in any such
materials have been inaccurate, misleading or deceptive or in violation of any applicable Law. No Actions have been asserted or,
to the knowledge of the Sellers, are threatened against Demonsaw by any Person alleging a violation of any Person’s privacy,
personal or confidentiality rights under the Privacy Policies or any applicable Law. Neither this Agreement nor the transactions
contemplated by this Agreement, including any disclosures of data, will violate the Privacy Policies as they currently exist or
as they existed at any time during which any of the Personal Information or Non-Personal Information was collected or obtained.


 


(b)
To the knowledge of the Sellers, at all times since inception, Demonsaw has complied in all material respects with any Law applicable
to Demonsaw relating to the security of Personal Information to which Demonsaw or Third Parties acting on Demonsaw’s behalf
or otherwise having authorized access to the Demonsaw’s records, have access or otherwise collect or handle. To the knowledge
of the Sellers, Demonsaw’s information security practices conform, and at all times have conformed, in all material respects
with (i) any information security statements made by Demonsaw and (ii) all of the contractual commitments of Demonsaw, including,
but not limited to, any contractual commitments to analytics providers, data providers, publishers, advertisers and advertising
networks, exchanges and advertising networks, through which Demonsaw Offerings are offered. Demonsaw has made no statements to
the general public regarding the information security practices of Demonsaw. No Actions have been asserted or, to the knowledge
of the Sellers, are threatened against Demonsaw by any Person with respect to the security of Personal Information. To the knowledge
of the Sellers, there has been no unauthorized access to or unauthorized disclosure or use of Personal Information owned or licensed
by Demonsaw or in Demonsaw’s possession or control by or to any Third Party, including any Governmental Entity.


 






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4.14
Financial Statements Seller shall produce audited financial statements within such number days requested by the Buyer
within such a number of days mutually agreed by the Parties after execution of this Agreement. All expenses resulting from the
preparation and auditing of the financial statement related to the Business shall be paid by the Buyer. Sellers will use their
best efforts to assist with the preparation and audit of financial statement related to the Business as required by applicable
securities laws.


 


4.15
Cash at Closing. There shall be $250,000 cash on hand on the Seller’s balance sheet at the Closing.


 


ARTICLE
V

REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT


 


Except
as set forth in Schedules attached hereto, Buyer and Parent, jointly and severally, represent and warrant to Sellers that the
statements contained in this Article V are true and correct as of the date hereof.


 


5.1.
Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of
Nevada. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer
and Parent have all requisite corporate power and authority to own, lease or license and operate their business and assets as
currently operated.


 


5.2.
Authorization; Binding Effect.


 


(a)
Buyer and Parent have all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement
to which they are or will be parties and to effect the transactions contemplated hereby and thereby. The execution, delivery and
performance by Buyer and Parent of this Agreement and each Collateral Agreement to which they are or will be parties and the consummation
by Buyer and Parent of the transactions contemplated hereby and thereby have been duly and validly approved by Buyer’s and
Parent’s boards of directors, and no other corporate actions or proceedings on the part of Buyer or Parent are necessary
to authorize the execution, delivery and performance by Buyer of this Agreement or the Collateral Agreements to which they are
or will be parties or the transactions contemplated hereby and thereby.


 


(b)
Buyer and Parent have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements
to which Buyer and Parent are or will be a party have been duly executed and delivered by Buyer and Parent and (assuming due execution
by Sellers), this Agreement and each such Collateral Agreement to which they are parties will constitute valid and legally binding
obligations of Buyer and Parent, enforceable against them in accordance with their respective terms, except as such agreements
may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable
principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.


 






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(c)
As of the date hereof, the authorized capital stock of Parent is 75,000,000 shares of Common Stock, par value $0.001 per share,
of which 23,800,00 (exclusive of the Purchase Price Shares) are issued and outstanding, and 1,500,000 shares of preferred stock,
par value $0.001 per share, of which zero are issued and outstanding. Except as otherwise disclosed herein or as disclosed in
the SEC Documents, (i) no shares of Parent’s capital stock are subject to preemptive rights or any other similar rights
or any liens or encumbrances suffered or permitted by Parent, (ii) there are no outstanding debt securities, (iii) there are no
outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into or exchangeable for, any shares of capital stock of Parent or any of its subsidiaries, or
contracts, commitments, understandings or arrangements by which Parent or any of its subsidiaries is or may become bound to issue
additional shares of capital stock of Parent or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock
of Parent or any of its subsidiaries, (iv) other than as disclosed in the SEC Documents, there are no agreements or arrangements
under which Parent or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities
Act, (v) there are no outstanding securities or instruments of Parent or any of its subsidiaries which contain any redemption
or similar provisions, and there are no contracts, commitments, understandings or arrangements by which Parent or any of its subsidiaries
is or may become bound to redeem a security of Parent or any of its subsidiaries, (vi) there are no securities or instruments
containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchase Price Shares as described
in this Agreement, as applicable, and (vii) Parent does not have any restricted stock units, stock appreciation rights or “phantom
stock” plans or agreements or any similar plan or agreement. Parent has furnished to the Sellers (and its designees) true
and correct copies of Parent’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate
of Incorporation”), and Parent’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”),
and the SEC Documents disclose summaries of the terms of all securities convertible into or exercisable for Common Stock, if any,
and copies of any documents containing the material rights of the holders thereof in respect thereto. The foregoing is subject
to the following issuances contemplated prior to or contemporaneously at Closing: (i) 900,000 shares of Common Stock issued with
respect to the cash exercise of the Company’s warrants at an exercise price of $0.25 per share; (ii) 2,500,000 shares of
Common Stock to be issued to directors, officers and employees of Parent; and (iii) 23,800,000 restricted shares of Common Stock
to be issued pursuant to the D-Vasive APA.


 


5.3.
Non-Contravention; Buyer’s Consents. The execution, delivery and performance of this Agreement and the Collateral Agreements
by Buyer and Parent, and the consummation of the transactions contemplated hereby and thereby do not and will not:


 


(a)
conflict with or result in a breach or violation of any provision of any organizational documents of Buyer or Parent,


 


(b)
violate, or result in a breach of, or constitute an occurrence of default under any provision of, result in the acceleration or
cancellation of any obligation under, or give rise to a right by any Third Party to terminate or amend its obligations under,
any Contract to which Buyer or Parent is a party or by which it or its assets or properties are bound, or result in the creation
of any Encumbrance upon any of its assets or properties, which violation, breach, default or Encumbrance would individually or
in the aggregate be material to Buyer or Parent or materially impair or delay or prevent the consummation of the transactions
contemplated hereby,


 


(c)
to Knowledge of Buyer and Parent, violate any applicable Law of any Governmental Body having jurisdiction over Buyer, Parent or
any of their properties, which violation would individually or in the aggregate be materially adverse to Buyer or Parent, or


 


(d)
except as set forth on Schedule 5.3(d) hereto, require the consent, authorization, order or approval of, filing or registration
with, or waiver of any right of first refusal or first offer from, any Governmental Body or any Third Party, that has not been
obtained, except as would not individually or in the aggregate be materially adverse to Buyer or Parent (any such consents, approvals,
orders, authorizations, registrations, declarations and filings listed on Schedule 5.3(d) being referred to herein collectively
as the “Buyer’s Consents”).


 






    	 	20	 



    	 		 



    

 


5.4.
Compliance with Laws; Litigation.


 


(a)
To Knowledge, Buyer and Parent are in material compliance with all Laws of or from Governmental Bodies applicable to their business
and assets; and


 


(b)
There are no Actions pending against Buyer or Parent or, to the Knowledge of Buyer or Parent, threatened by or against Buyer or
Parent with respect to this Agreement or any of the Collateral Agreements, or in connection with the transactions contemplated
hereby or thereby.


 


5.5.
SEC Documents; Financial Statements. Parent has filed all reports, schedules, forms, statements and other documents required
to be filed by Parent under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for
the twelve (12) months preceding the date hereof (or such shorter period as Parent was required by law or regulation to file such
material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively
referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension of such time
of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the
SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.
None of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading. The financial statements of Parent included in the SEC Documents comply in all material respects with
applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.
Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied
on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP,
and fairly present in all material respects the financial position of Parent and its consolidated subsidiaries as of and for the
dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments. All non-GAAP financial information included in the SEC Documents complies with
the requirements of Regulation G and Item 10 of Regulation S-K regarding the use of non-GAAP financial information. Except as
set forth in the SEC Documents, Parent has received no notices or correspondence from the SEC for the one year preceding the date
hereof. The SEC has not commenced any enforcement proceedings against Parent or any of its subsidiaries.


 


5.6.
Brokers. No broker, finder, financial advisor or other Person is entitled to any broker’s, finder’s, financial
advisor’s or other similar fee or commission from any Party in connection with the transactions contemplated by this Agreement
based on arrangements made by or on behalf of Buyer, Parent or any Affiliate thereof.


 


5.7.
Absence of Certain Changes. Except as disclosed in the SEC Documents, since March 31, 2014, there has been no Material Adverse
Effect. Parent has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy
Law nor does Parent or any of its subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary
bankruptcy or insolvency proceedings.


 






    	 	21	 



    	 		 



    

 


5.8.
Issuance of Shares. Except for the restrictions set forth in the Lockup Agreement, all shares of Common Stock to be issued
to Demonsaw or its designees pursuant to this Agreement will, when issued pursuant to the terms of this Agreement, be duly authorized,
validly issued, fully paid and nonassessable and free of preemptive rights, and free and clear of all liens and encumbrances and
free of any restriction on transfer, other than restrictions on transfer under applicable federal and state securities laws.


 


5.9.
Absence of Litigation. Except as disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation
before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of
Parent or any of its subsidiaries, threatened against or affecting Parent, the Common Stock or any of Parent’s or its subsidiaries’
officers or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effect.


 


5.10.
Tax Status. Parent and each of its subsidiaries has made or filed all federal and state income and all other material tax
returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that Parent
and each of its subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported
taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books
provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction,
and the officers of the Parent know of no basis for any such claim.


 


ARTICLE
VI

COVENANTS


 


6.1.
Access to Information.


 


(a)
For a period of three (3) years after the Closing Date, upon reasonable prior written notice, the Parties shall furnish or cause
to be furnished to each other and their employees, agents, auditors and representatives access, during normal business hours,
to such information, books and records relating to the Business and the Assets as is reasonably necessary for financial reporting
and accounting matters, the preparation and filing of Tax Returns, reports or forms for the defense of any Tax claims, assessments,
audits or disputes, or the prosecution or defense of any Action and shall cooperate with each other to the extent reasonably requested
for the preparation of such financial reporting, accounting and Tax matters, provided, that with respect to any Tax Returns
or other records relating to Tax matters or any other Action, a Party shall have reasonable access to such information until the
applicable statute of limitations, if any, shall have expired, and provided, further, that in either case such access
shall be subject to reasonable and customary restrictions with respect to confidentiality. Each Party shall have the right to
copy any of such records at its own expense. No Party shall be required by this Section 6.1(a) to take any action that would unreasonably
interfere with the conduct of its business or unreasonably disrupt its normal operations. Further, the Parties understand that
it is the intention of Demonsaw to terminate all operations following closing and to liquidate its assets to its shareholders
and as required, to creditors, prior to the three (3) year term reflected above.


 


(b)
Sellers and Buyer each agree to preserve, for at least three (3) years after the Closing Date, all material books, ledgers and
other records that are (i) reasonably related to the Business or Assets and (ii) in their possession; provided, that each
Party will preserve all such material books, ledgers and other records relating to Tax matters until expiration of the applicable
statute of limitations. Notwithstanding the foregoing, Buyer and Parent understand that it is the intention of Sellers to terminate
all operations following closing and to liquidate its assets to its members and as required, to creditors, prior to the three
(3) year term reflected above.


 






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(c)
On and after the Closing Date, Sellers and Buyer will take all appropriate action and execute all documents, instruments or conveyances
of any kind which may be reasonably necessary or advisable to carry out the intent and purposes of this Agreement and the Collateral
Agreements, including putting Buyer in possession and operating control of the Business and the Assets.


 


6.2.
Confidentiality.


 


(a)
After the Closing Date, Sellers will not, and Sellers will use reasonable commercial efforts to cause its Affiliates not to, use
for its or their own benefit or divulge or convey to any Third Party, any Buyer or Parent Confidential Information relating to
the Business or the Assets.


 


(b)
After the Closing Date, Buyer and Parent will not, and Buyer and Parent will use reasonably commercial efforts to cause its Affiliates
not to, use for its or their own benefit or divulge or convey to any Third Party, any Sellers Confidential Information.


 


(c)
Notwithstanding the foregoing, neither Sellers nor Buyer or Parent shall be deemed to have violated this Section 6.3 if it or
any of its Affiliates receives a request to disclose all or any part of the Buyer or Parent Confidential Information or Sellers
Confidential Information, as applicable, in a legal proceeding or under the terms of a subpoena, civil investigative demand or
order issued by a Governmental Body, and it or such Affiliate, to the extent not inconsistent with such request and to the extent
time reasonably allows: (i) notifies the other party of the existence, terms and circumstances surrounding such request; and (ii)
furnishes only such portion of the Buyer or Parent Confidential Information or Sellers Confidential Information, as applicable,
which it is advised by its counsel is legally obligated to be disclosed and exercises reasonable efforts to obtain an order or
other reliable assurance that confidential treatment will be accorded to the disclosed Buyer Confidential Information or Sellers
Confidential Information, as applicable.


 


(d)
For purposes of this Agreement, “Sellers Confidential Information” consists of all information, knowledge or
data that is not related solely to the Business, Assets or the Purchased Contracts and that is not in the public domain or otherwise
publicly available which are treated as confidential by Sellers as of the date hereof, provided, that Sellers Confidential Information
shall not include information that: (i) enters the public domain or becomes publicly available, so long as neither Buyer nor any
of its Affiliates, directly or indirectly, improperly causes such information to enter the public domain, (ii) after the date
of this Agreement becomes known to Buyer or any of its Affiliates on a non-confidential basis from a source that is not prohibited
from disclosing such information to Buyer or such Affiliate by a contractual or other legal duty owed to Sellers, or (iii) after
the date of this Agreement is developed independently by Buyer or any Affiliate of Buyer without violation of this Agreement.


 


(e)
For purposes of this Agreement, “Buyer Confidential Information” consists of all information, knowledge or
data related to the Buyer and/or Parent or its business not in the public domain or otherwise publicly available which are treated
as confidential by Buyer or Parent as of the date hereof, provided that Buyer Confidential Information shall not include information
that: (i) enters the public domain or becomes publicly available, so long as neither Sellers nor any of its Affiliates, directly
or indirectly, improperly causes such information to enter the public domain, (ii) after the date of this Agreement becomes known
to Sellers or any of its Affiliates on a non-confidential basis from a source that is not prohibited from disclosing such information
to Sellers or such Affiliate by a contractual or other legal duty owed to Buyer, or (iii) after the date of this Agreement is
developed independently by Sellers or any Affiliate of Sellers without violation of this Agreement.


 






    	 	23	 



    	 		 



    

 


(f)
The Buyer or Parent and the Sellers shall not issue any press release nor otherwise make any public statement regarding the transactions
contemplated hereby without the prior written consent of the other party, except as required by law or regulation or as otherwise
determined by a Party and its counsel. Notwithstanding the foregoing, Buyer and Parent shall have the right to issue press releases
and publicly reference the acquisition of Sellers upon Closing.


 


6.3.
Payment of Liabilities. Buyer and Parent agree and acknowledge that the Purchase Price Shares to be issued pursuant to the
Escrow Agreement is intended to compensate Demonsaw for the satisfaction of various liabilities and obligations of Demonsaw, whether
existing at Closing or arising thereafter. To that end, Demonsaw agrees and acknowledges that the Escrow Shares shall be available
to secure any claims that may arise with respect to the Sellers’ representations, warranties, indemnification obligations
or covenants, including the covenants set forth in this Section 6.3, pursuant to this Agreement.


 


6.4.
Noncompetition. For a period of eighteen months (18) after the Closing Date, Eric J. Anderson and Demonsaw shall not, directly
or indirectly, invest in, own, manage, operate, finance, control, advise, render services to or guarantee the obligations of any
Person engaged in or planning to become engaged in the commercial use or commercial development of the Assets, or any enhancements
thereon, as intended to be used by the Buyer, Parent or any of Parent’s subsidiaries. For the avoidance of doubt, the restrictions
set forth in the Section 6.4 shall not apply to the commercial use or commercial development of Contributing IP.


 


6.5.
Cooperation. After the Closing, and continuing for one (1) year from the Closing Date, to the extent it remains in existence,
Sellers will cooperate with Buyer in its efforts to continue and maintain for the benefit of Buyer those business relationships
of Sellers existing prior to the Closing and relating to the Business to be operated by Buyer after the Closing, including relationships
with lessors, employees, regulatory authorities, licensors, customers, suppliers and others, which reasonably requested cooperation
shall include, without limitation, assisting the Buyer from time to time with technical and engineering matter associated with
updating and maintaining the applications forming the core part of the Business. Sellers will refer to Buyer all inquiries relating
to such Business. Neither the Sellers nor the members of the Sellers shall take any action that would tend to diminish the value
of the Assets after the Closing or that would interfere with the Business of Buyer to be engaged in after the Closing.


 


ARTICLE
VII

SURVIVAL AND INDEMNIFICATION


 


7.1.
Survival of Representations and Warranties. The representations and warranties of Buyer, Parent and Sellers contained in this
Agreement or in any other certificate, writing or agreement delivered pursuant hereto or in connection herewith shall the survive
the Closing Date for one (1) year, except (i) as to any matter as to which a good faith claim has been submitted in writing to
the other Party describing the claim in reasonable detail before such date and identified as a claim for indemnification pursuant
to this Article VII, (ii) as to any matter which is based successfully upon fraud with respect to which the cause of action shall
expire only upon expiration of the applicable statute of limitations, and (iii) those representations and warranties set forth
in Section 4.4(b) (title to the Assets), which shall survive for the applicable statute of limitations period, and Sections 4.8
(Taxes), and 4.10 (Environmental Matters), and 4.15 (Proprietary Rights), which shall survive until the expiration of the applicable
statute of limitations.


 






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7.2.
Obligations of Sellers. Subject to the other terms and conditions of this Article VII, Sellers shall indemnify, defend and
hold harmless Buyer and Parent and its shareholders, directors, officers, employees, Affiliates, agents, representatives and permitted
assigns, from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorney’s
fees and costs) (collectively, “Losses”), directly or indirectly, as a result of, in connection with, or based
upon or arising from any of the following: (i) any inaccuracy in or breach or non performance of any of the representations, warranties,
covenants or agreements made by Sellers in this Agreement or any Collateral Agreement; (ii) the failure of Sellers to perform
fully any covenant, provision or agreement to be performed or observed by it pursuant to this Agreement or any Collateral Agreement;
(iii) any other matter as to which Sellers in other provisions of this Agreement or any Collateral Agreement has agreed to indemnify
Buyer; (iv) any product, information, or service ever manufactured, produced, distributed, published, used, provided, or sold
by or on behalf of Demonsaw; (v) any Intellectual Property ever owned, used, or developed by Demonsaw that infringed, misappropriated,
or otherwise violated the intellectual property rights of any other Person; or (vi) any Excluded Liability.


 


7.3.
Obligations of Buyer/Parent. Subject to the other terms and conditions of this Article VII, Buyer and Parent shall indemnify,
defend and hold harmless Sellers and its members, managers, officers, employees, Affiliates, agents, representatives and permitted
assigns from and against any and all Losses, directly or indirectly, as a result of, in connection with, or based upon or arising
from any of the following: (i) any inaccuracy in or breach or non performance of any of the representations, warranties, covenants
or agreements made by Buyer or Parent in or pursuant to this Agreement or any Collateral Agreement; (ii) the failure of Buyer
or Parent to perform fully any covenant, provision or agreement to be performed or observed by it pursuant to this Agreement or
any Collateral Agreement; (iii) any other matter as to which Buyer in other provisions of this Agreement has agreed to indemnify
Sellers; or (iv) any Assumed Liability.


 


7.4.
Notice of Loss. The Indemnified Party with respect to any Loss shall give prompt notice thereof to the Indemnifying Party.


 


7.5.
Defense. In the event any Third Party shall make a demand or claim or file or threaten to file or continue any lawsuit, which
demand, claim or lawsuit may result in liability to an Indemnified Party in respect of matters covered by the indemnity under
this Agreement, or in the event that a potential Loss, damage or expense comes to the attention of any Party in respect of matters
embraced by the indemnity under this Agreement, then the Party receiving notice or becoming aware of such event shall promptly
notify the other Party in writing of the demand, claim or lawsuit. Within thirty (30) days after written notice by the Indemnified
Party (the “Notice”) to an Indemnifying Party of such demand, claim or lawsuit, except as provided in the next
sentence, the Indemnifying Party shall have the option, at its sole cost and expense, to retain counsel to defend any such demand,
claim or lawsuit; provided that counsel who will conduct the defense of such demand, claim or lawsuit will be approved by the
Indemnified Party whose approval will not unreasonably be withheld. The Indemnified Party shall have the right, at its own expense,
to participate in the defense of any suit, action or proceeding brought against it with respect to which indemnification may be
sought hereunder; provided, if (i) the named parties to any such proceeding (including any impleaded parties) include both
the Indemnifying Party and the Indemnified Party, representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them, and the Indemnifying Party has not retained separate counsel for the
Indemnified Party, (ii) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying
Party, or (iii) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable
time; then, the Indemnified Party shall have the right to retain its own counsel at the sole cost and expense of the Indemnifying
Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. No Indemnifying Party, in the defense
of any such demand, claim or lawsuit, will consent to entry of any judgment or enter into any settlement without the prior written
consent of the Indemnified Party. If any Indemnified Party will have been advised by counsel chosen by it that there may be one
or more legal defenses available to such Indemnified Party which are different from or in addition to those which have been asserted
by the Indemnifying Party and counsel retained by the Indemnifying Party declines to assert those defenses, then, at the election
of the Indemnified Party, the Indemnifying Party will not have the right to continue the defense of such demand, claim or lawsuit
on behalf of such Indemnified Party and will reimburse such Indemnified Party and any Person controlling such Indemnified Party
on a current basis for the reasonable fees and expenses of any counsel retained by the Indemnified Party to undertake the defense.
In the event that the Indemnifying Party shall fail to respond within thirty (30) days after receipt of the Notice, the Indemnified
Party may retain counsel and conduct the defense of such demand, claim or lawsuit, as it may in its sole discretion deem proper,
at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a
current basis. Failure to provide Notice shall not limit the rights of such party to indemnification, except to the extent the
Indemnifying Party’s defense of the action is actually prejudiced by such failure. The assumption of the defense, or the
non-assumption of the defense, by the purported Indemnifying Party will not affect such party’s right to dispute its obligation
to provide indemnification hereunder.


 






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7.6.
Notice by the Parties. Each Party agrees to promptly notify the other of any liabilities, claims or misrepresentations, breaches
or other matters covered by this Article VII upon discovery or receipt of notice thereof.


 


7.7.
Limitations. Except in the case of Losses arising from a Seller’s fraud or willful and intentional breach, the indemnification
provided hereunder by the Sellers shall be limited to the Purchase Price. Furthermore, each Indemnified Party entitled to indemnification
hereunder shall take all reasonable steps to mitigate all losses, costs, expenses and damages after becoming aware of any event
which could reasonably be expected to give rise to any Losses that are indemnifiable or recoverable hereunder.


 


EXCEPT
FOR LOSSES ARISING FROM A PARTY’S FRAUD OR WILLFUL AND INTENTIONAL BREACH, IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT
BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, EXEMPLARY,
PUNITIVE, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES CLAIMED BY ONE OR MORE PARTIES HERETO AGAINST ANOTHER PARTY HERETO, EACH OF
WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


 


7.8.
Insurance Benefits; Tax Proceeds. The amount of Losses recoverable by any Indemnified Party under this Agreement with respect
to an indemnity claim shall be reduced by (a) the amount of any payment actually received by or on behalf of any Indemnified Party
from any insurance policy net of any deductibles or other reasonable amounts payable with respect thereto, and (b) the amount
of any net Tax benefits available to any Indemnified Party from the incurrence or payment of such Losses.


 


7.9.
Exclusive Remedy. The indemnification rights provided in this Article VII shall be the sole and exclusive remedy available
to the Parties (including Indemnified Parties other than Buyer or Sellers) for any Losses related to an inaccuracy in or breach
or nonperformance of any of the terms, conditions, covenants, agreements, representations or warranties contained herein or in
any of the other Collateral Agreements or any right, claim or action arising from the transactions contemplated hereunder or thereunder,
and each Party hereby waives, to the fullest extent permitted by applicable Laws, any other rights or remedies that may arise
under any applicable Laws.


 


7.10.
Survival. This Article VII shall survive the Closing. The obligations set forth in Sections 7.2 and 7.3 shall
remain in effect until the later of the one (1) year anniversary of the Closing or any applicable statute of limitations. Any
matter as to which a good faith claim has been asserted by notice to the other Party that is pending or unresolved at the end
of any applicable limitation period set forth in Section 7.1 shall continue to be covered by this Article VII until such matter
is finally terminated or otherwise resolved by the Parties or by a court of competent jurisdiction and any amounts payable hereunder
are finally determined and paid.


 






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ARTICLE
VIII

MISCELLANEOUS PROVISIONS


 


8.1.
Notices. Except as otherwise provided herein or in a Collateral Agreement, all notices and other communications hereunder
and under the Collateral Agreements shall be in writing and shall be deemed to have been duly given upon receipt if (i) mailed
by certified or registered mail, return receipt requested, (ii) sent by a nationally recognized overnight delivery service (receipt
requested), fee prepaid, (iii) sent via facsimile with receipt confirmed, or (iv) delivered personally, addressed as follows or
to such other address or addresses of which the respective party shall have notified the other.


 


	 	(a)	If
    to Sellers, to:
	 	 	 
	 	 	Demonsaw,
    Inc.
	 	 	5
    Robin Hood Road
	 	 	Windham
    New Hampshire 03087
	 	 	eijah@demonsaw.com
    
	 	 	 
	 	 	With
    a copy (which shall not constitute notice) to:
	 	 	 
	 	 	Laxague
    Law, Inc.
	 	 	1
    East Liberty, Suite 600
	 	 	Reno,
    NV 89501 
	 	 	Fax:
    (775) 996-3283 
	 	 	Attention:
    Joe Laxague, Esq,
	 	 	 
	 	(b)	If
    to Buyer or Parent, to:
	 	 	 
	 	 	MGT
    Capital Investments, Inc.
	 	 	500
    Mamaroneck Avenue – Suite 320
	 	 	Harrison,
    NY 10528
	 	 	Attention:
    Robert B. Ladd, President and CEO
	 	 	Fax:
    (914) 630-7532
	 	 	 
	 	 	With
    a copy (which shall not constitute notice) to:
	 	 	 
	 	 	Sichenzia
    Ross Friedman Ference LLP
	 	 	61
    Broadway, 32nd Floor
	 	 	New
    York, New York 10006
	 	 	Fax:
    (212) 930-9725
	 	 	Attention:
    Jay M. Kaplowitz, Esq.


 


8.2.
Expenses. Except as otherwise provided in this Agreement or the Collateral Agreements, each Party will pay its own costs and
expenses, including legal and accounting expenses, related to the transactions contemplated by this Agreement and the Collateral
Agreements, irrespective of when incurred.


 






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8.3.
Entire Agreement. The agreements of the Parties, which is comprised of this Agreement, the Schedules and Exhibits hereto and
the documents referred to herein, including the Collateral Agreements, sets forth the entire agreement and understanding between
the Parties and supersedes any prior agreement or understanding, written or oral, relating to the subject matter of this Agreement
and the Collateral Agreements.


 


8.4.
Waiver of Jury Trial. The Parties irrevocably waives the right to a jury trial in connection with any legal proceeding relating
to this Agreement or any of the Collateral Agreements or the enforcement of any provision hereof or thereof.


 


8.5.
Governing Law; Arbitration; Prevailing Party. This Agreement and the Collateral Agreements, and all claims or causes of action
that may be based upon, arise out of or relate to this Agreement or the Collateral Agreements will be construed in accordance
with and governed by the internal laws of the State of New York applicable to agreements made and to be performed entirely within
such State without regard to conflicts of laws principles thereof. Any dispute arising under or in connection with any matter
of any nature (whether sounding in contract or tort) relating to or arising out of this Agreement, shall be resolved exclusively
by arbitration. The arbitration shall be in conformity with and subject to the applicable rules and procedures of JAMS. The arbitration
shall be conducted before a panel of three (3) arbitrators, with one arbitrator to be selected by each of Sellers and Buyer and
the third arbitrator to be selected by the arbitrators selected by the Parties. The Parties agree to be (a) subject to the exclusive
jurisdiction and venue of the arbitration in New York, New York (b) bound by the decision of the arbitrator as the final decision
with respect to the dispute, and (c) subject to the jurisdiction of both of the federal courts of the United States of America
or the courts of the State, City and County of New York for the purpose of confirmation and enforcement of any award. The prevailing
party in any arbitration shall be entitled to recover its costs and expenses (including attorney’s fees and expenses) from
the non-prevailing party.


 


8.6.
Waiver. The rights and remedies of the Parties to this Agreement and the Collateral Agreements are cumulative and not alternative.
Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement or the documents
referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of
any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise
of any other right, power or privilege. To the maximum extent permitted by Law, (a) no claim or right arising out of this Agreement
or the Collateral Agreements can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the
specific instance for which it is given and will not operate as a waiver of, or estoppel with respect to, any subsequent or other
failure or noncompliance; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such
party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in
this Agreement or the Collateral Agreements.


 


8.7.
No Oral Modification. Neither this Agreement nor any Collateral Agreement may be amended except by a written agreement executed
by the Parties. Any attempted amendment in violation of this Section 9.7 will be void ab initio.


 


8.8.
Assignments; Successors. No party may assign any of its rights under this Agreement or any Collateral Agreements without the
prior written consent of the other parties hereto or thereto. Subject to the preceding sentence, this Agreement and the Collateral
Agreements will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of
the Parties.


 






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8.9.
Severability. If any provision of this Agreement or the Collateral Agreements is held invalid or unenforceable by any court
of competent jurisdiction, the other provisions of this Agreement and the Collateral Agreements will remain in full force and
effect; provided, that the court making such determination shall have the power to and shall, subject to the discretion
of such court, reduce the scope, duration, area or applicability of such provision, to delete specific words or phrases, or to
replace any invalid, void or unenforceable provision with a provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision.


 


8.10.
Limitations on Public Disclosure. No Party may issue any press release, or make any public announcement or filing with a Governmental
Body, with respect to this Agreement or any Collateral Agreement without obtaining prior written consent of the other Party to
the issuance of such press release, or the making of such public announcement or filing, and to the contents thereof, which shall
not be unreasonably withheld or delayed; provided, that such Party may, without the prior consent of the other Party, issue
such press release, or make such public statement or filing, as may upon the advice of counsel be required by Law if it has provided
notice to and used reasonable efforts to consult with the other Party.


 


8.11.
No Third Party Beneficiaries. Nothing in this Agreement or the Collateral Agreements, express or implied, is intended to or
shall constitute the Parties as partners or as participants in a joint venture. This Agreement and the Collateral Agreements are
solely for the benefit of the Parties and, only to the extent provided in Article VII hereof, their respective Affiliates and
employees, representatives, agents, directors, officers, partners or principals, as applicable, or their respective assigns, for
whom the parties shall be entitled to enforce this Agreement, and no provision of this Agreement shall be deemed to confer upon
any other Third Parties any remedy, claim, liability, reimbursement, cause of action or other right; provided however, Parent
and Buyer understand and agree that Demonsaw’s designees shall have a right to receive the Common Shares constituting the
Purchase Price. Within 90 days of closing, Demonsaw shall provide Buyer and Parent with written notice of the intended recipients
of the shares of Common Stock and Parent shall use its best commercial efforts to honor such transfer request, including, without
limitation, notice and any opinions of counsel to Parent’s transfer agent for its Common Stock and Sellers shall have the
right to enforce such transfer request.


 


8.12.
Incorporation of Exhibit and Schedules. The Exhibits and Schedules identified and/or attached to this Agreement are incorporated
herein by reference and made a part hereof.


 


8.13.
Counterparts. This Agreement and the Collateral Agreements each may be executed simultaneously in two or more counterparts,
each of which will be deemed to be an original copy hereof or thereof and all of which together will be deemed, respectively,
to constitute one and the same agreement. Counterparts delivered by facsimile, e-mail or other electronic transmission shall be
deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 






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


 


	PARENT	 
	 	 
	MGT
    Capital Investments, Inc.	 
	 	 	 
	By:	/s/
    Robert B. Ladd	 
	Name:
    	Robert
    B. Ladd	 
	Title:
    	Chief
    Executive Officer and President	 
	 	 	 
	BUYER	 
	 	 
	MGT
    Cybersecurity, Inc.	 
	 	 	 
	By:	/s/
    Robert B. Ladd	 
	Name:
    	Robert
    B. Ladd	 
	Title:
    	Sole
    Director	 
	 	 	 
	SELLERS:	 
	 	 
	DEMONSAW
    LLC.	 
	 	 	 
	By:	/s/
    Eric     J. Anderson	 
	Name:
    	Eric
    J. Anderson	 
	Title:
    	Manager	 
	 	 	 
	Members
    of Demonsaw LLC.	 
	 	 	 
	/s/
    Eric J. Anderson	 
	Name:
    	Eric
    J. Anderson	 
	 	 	 
	Future
    Tense Secure Systems Inc.	 
	 	 	 
	By:	/s/
    Tom     Guscinski	 
	Name:
    	Tom
    Guscinski	 
	Title:
    	President
    	 
	 	 	 
	Round
    House, LLC	 
	 	 	 
	By:	/s/
    Kyle     Sandler	 
	Name:
    	Kyle
    Sandler	 
	Title:
    	Managing
    Member	 


 






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