Exhibit
10.12


 


Asset
Purchase Agreement




 


 






 



    	 



     


    








 





ASSET
PURCHASE AGREEMENT


 


This
asset purchase agreement dated for reference May
22, 2018, is between Sustainable Projects Group Inc., a Nevada corporation of 2316 Pine Ridge Road, 383, Naples, Florida,
34109 (“SPGX”) and Global Gaming Media Inc., a Florida corporation of 1926 Trade Centre Way, 2, Naples,
Florida, 34109 (the “Vendor”).


 


Whereas:


 


	A.	the
    Vendor has developed certain software technology and an application for Florida lotteries;
	 	 
	B.	the
    Vendor has agreed to transfer all of its interest in the Assets and SPGX has agreed to purchase the Assets pursuant to the
    terms and conditions of this agreement;


 


for
valuable consideration, the receipt and sufficiency
of which are acknowledged, the parties agree that:


 


INTERPRETATION


 


	1.	The
    definitions in the recitals are part of this agreement.
	 	 
	2.	In
    this agreement:
	 	 
	 	a.	“Assets”
    mean the assets used in the Vendor’s business, including all software rights to the Gator Lotto Software, the domain
    name www.gatorlotto.com, intellectual property, equipment, and technology used in and related to the Vendor’s business,
    and including any related technology or applications to be developed (collectively, the “Asset” or the
    “Assets”) and all documents and information related to the Assets the assets, all of which are more particularly
    described in Schedule “A” attached to this agreement.
	 	 	 
	 	b.	“Effective
    Date” means May 25, 2018.
	 	 	 
	 	c.	“Shares”
    means the 100,000 restricted shares of common stock of SPGX to be issued to the Vendor.


 


TERMS
AND CONDITIONS OF THE ACQUISITION


 


Acquisition
of Assets


 


	3.	The
    Vendor will transfer all of its interest in the Assets to SPGX at closing so that SPGX becomes the sole beneficial and legal
    owner of the Assets as of the Effective Date.


 


Payment
of Purchase Price


 


	4.	As
    consideration for the purchase and sale of the Assets, SPGX will pay the Vendor $400,000 payable by the issuance of the Shares
    at a deemed price of $4.00 per share.


 


Closing


 


	5.	At
    closing, the Vendor will deliver the following:
	 	 
	 	a.	all
    the documents and information relating to the Assets, including any documents required for the transfer of any Assets;
	 	 	 
	 	b.	a
    copy of all corporate documents required for the sale of the Assets, including directors’ resolutions approving the
    sale of the Assets.


 




    	 



    	Asset Purchase Agreement	Page 2



    

 


	6.	At
    closing, SPGX will deliver the following:
	 	 	 
	 	a.	a
    copy of all corporate documents required for the acquisition of the Assets, including directors’ resolutions approving
    the payment of the purchase price for the Assets; and
	 	 	 
	 	b.	the
    share certificate representing the Shares.


 


REPRESENTATIONS
AND WARRANTIES


 


SPGX


 


	7.	SPGX
    represents and warrants that:


 


	 	a.	It
    is a company formed and in good standing under the laws of Nevada.
	 	 	 
	 	b.	It
    has the legal capacity and authority to make and perform this agreement.
	 	 	 
	 	c.	The
    signing of this agreement and the performance of its terms have been duly authorized by all necessary corporate actions including
    the resolution of the board of directors of SPGX.
	 	 	 
	 	d.	Any
    shares issued pursuant to the terms of this agreement will be subject to the trading restrictions set out in Section 10.


 


The
Vendor


 


	8.	The
    Vendor represents and warrants that:


 





	 	a.	The
    Vendor is a company formed and in good standing under the laws of the Florida.
	 	 	 
	 	b.	The
    Vendor has the legal capacity and authority to make and perform this agreement.
	 	 	 
	 	c.	The
    signing of this agreement and the performance of its terms have been duly authorized by all necessary corporate actions including
    the resolution of the board of directors of the Vendor.
	 	 	 
	 	d.	The
    Vendor owns the Assets free of any claim or potential claim by any person and has the authority to transfer the Assets as
    described in this agreement.
	 	 	 
	 	e.	No
    person has any right to acquire any interest in the Assets, with the exception of SPGX.


 


COVENANTS
AND ACKNOWLEDGEMENTS


 


	9.	The
    Vendor will indemnify SPGX from any and all debts or liabilities arising out of or from the Assets prior to the date of this
    agreement.
	 	 
	10.	The
    Vendor acknowledges and understands that each certificate evidencing any Shares issued to the Vendor under this agreement
    and any other securities issued on any stock split, stock dividend, recapitalization, merger, consolidation, or similar event
    will be imprinted with legends substantially in the following form:


 


“These
securities are restricted securities as that term is defined in Rule 144 under the U.S. Securities Act of 1933 (the “Act”).
As restricted securities, they may be resold only in accordance with Regulation S under the Act or pursuant to an effective registration
statement under the Act or an exemption from the Act.”


 


	11.	The
    Vendor acknowledges that:


 


	 	a.	restrictions
    on the transfer, sale or other subsequent disposition of such Shares by the Vendor may be imposed by securities laws in addition
    to any restrictions imposed pursuant to Section 10 above;


 




    	 



    	Asset Purchase Agreement	Page 3



    

 





	 	b.	the
    Vendor has been advised by SPGX that the Vendor should consult its own legal adviser before disposing of all or any part of
    any Shares that may be issued to the Vendor pursuant to this agreement to avoid breach of relevant securities laws, regulations
    and policies;
	 	 	 
	 	c.	the
    Vendor has been given an adequate opportunity to ask questions of, and receive answers from, the officers of SPGX concerning
    the acquisition of the Shares and to obtain such additional information as the Vendor deems necessary in order to evaluate
    an investment in SPGX and SPGX has provided all information requested by the Vendor;
	 	 	 
	 	d.	neither
    SPGX nor any director of SPGX has made any representation about the present or future value of the Shares or about whether
    SPGX will ever become a reporting company or whether the Shares will ever become listed for trading on a stock exchange; and
	 	 	 
	 	e.	the
    Vendor has been advised that the business of SPGX is in a start-up phase and acknowledges that there is no assurance that
    SPGX will raise sufficient funds to adequately capitalize the business of that the business will be profitable in the future.


 


TRANSFER
OF ASSETS


 


Assignment
in Trust


 


	12.	The
    Vendor acknowledges that it has transferred, assigned and set over to SPGX all of the right, title, benefit and interest of
    the Vendor in the Assets, and that, with respect to those Assets of which the transfer of legal ownership has not yet been
    affected, the Vendor will hold such Asset or Assets in trust for SPGX and the benefits derived thereunder will be for the
    account of SPGX.


 


OTHER
PROVISIONS


 


	13.	The
    Vendor acknowledges that this agreement was prepared for SPGX by its legal counsel and that it may contain terms and conditions
    onerous to the Vendor. The Vendor expressly acknowledges that SPGX has given the Vendor adequate time to review this agreement
    and to seek and obtain independent legal advice, and the Vendor represents to SPGX that it has in fact sought and obtained
    independent legal advice and is satisfied with all the terms and conditions of this agreement.
	 	 
	14.	Time
    is of the essence of this agreement.
	 	 
	15.	This
    agreement is governed by the laws of Florida and must be litigated in the courts of Florida.
	 	 
	16.	Any
    notice that must be given or delivered under this agreement must be in writing and delivered by hand to the address or transmitted
    by fax to the fax number provided by the party and is deemed to have been received when it is delivered by hand or transmitted
    by fax unless the delivery or transmission is made after 4:00 p.m. or on a non-business day where it is received, in which
    case it is deemed to have been delivered or transmitted on the next business day. Any payments of money must be delivered
    by hand or wired as instructed in writing by the receiving party. Any delivery other than a written notice or money must be
    made by hand at the receiving party’s address.
	 	 
	17.	The
    Vendor may not assign this agreement or any part of it to another party.
	 	 
	18.	Any
    amendment of this agreement must be in writing and signed by the parties.
	 	 
	19.	This
    agreement enures to the benefit of and binds the parties and their respective successors, heirs and permitted assignees.
	 	 
	20.	No
    failure or delay of SPGX in exercising any right under this agreement operates as a waiver of the right. SPGX’s rights
    under this agreement are cumulative and do not preclude SPGX from relying on or enforcing any legal or equitable right or
    remedy.


 




    	 



    	Asset Purchase Agreement	Page 4



    

 


	21.	If
    any provision of this agreement is illegal or unenforceable under any law, then it is severed and the remaining provisions
    remain legal and enforceable.
	 	 
	22.	This
    agreement may be signed in counterparts and delivered to the parties by fax, and the counterparts together are deemed to be
    one original document.


 


The
parties’ signatures below are evidence of
their agreement.


 


	Sustainable
    Projects Group Inc.	 	

    Global Gaming Media Inc.
	 	 	 
	“Authorized
Signatory”	 	“Authorized
Signatory” 
	 	 	 
	 	 	 
	Authorized
signatory	 	Authorized
    signatory
	May
    22, 2018	 	May
    22, 2018


 




    	 



    	Asset Purchase Agreement	Page 5



    

 


Schedule
“A”


 


Schedule
“A” to the Asset Purchase Agreement


between
Sustainable Projects Group Inc. and Global Gaming Media Inc.


dated
for reference the 22nd day of May, 2018


 


(number
of pages including this one: 1)





 


 






 


Assets


 


The
following is the description of the Assets.


 


	 	1.	The
    domain name “lottogator.com”.
	 	 	 
	 	2.	All
    notes, data, records, and materials in any format that relate to the domain name.
	 	 	 
	 	3.	The
    website www.lottogator.com and its design and layout structure.
	 	 	 
	 	4.	All
    the content previously prepared for the website.
	 	 	 
	 	5.	All
    software rights to the Gator Lotto Software.
	 	 	 
	 	6.	All
    intellectual property, equipment, and technology used in and related to the business of the Vendor, including any related
    technology or applications to be developed.