Exhibit 10.1


 


 


ASSET SALE AND PURCHASE AGREEMENT


 


THIS ASSET SALE AND PURCHASE AGREEMENT
is made and entered into as of July 11, 2016 (this “Agreement”), by and among FITNESS 24/7 EB Inc., a
Pennsylvania company (“Seller”), ELLENI BERGER, the sole owner of Seller (the “Owner”)
and GOLDEN GLOBAL CORP., a Nevada corporation (“Buyer”). Seller, Owner and Buyer are sometimes referred
to herein individually, as a “Party” and collectively, as the “Parties.”


 


RECITAL


 


WHEREAS,
Seller operates a fitness center located in West Mifflin, Pennsylvania (the “Business”); and


 


WHEREAS, Seller wishes
to sell, transfer and convey to Buyer and Buyer wishes to purchase from Seller, substantially all the assets of Seller relating
to the Business (the “Assets”), all on the terms and conditions set forth herein.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:


 


ARTICLE I


SALE AND PURCHASE OF ASSETS


 


Section 1.01         Sale
and Purchase of Assets.         Upon the terms and subject to the conditions
of this Agreement, on the Closing Date (as hereinafter defined), Seller is selling, transferring and conveying to Buyer and Buyer
is purchasing and acquiring from Seller, all of Seller's right, title to and interest in all of the properties, rights and assets
of Seller, wherever situated, of every kind, nature and description, tangible or intangible, constituting part of the Business,
whether arising by contract, law or otherwise, except for the Excluded Assets (as hereinafter defined), all as the same shall exist
on the Closing Date (the “Assets”), including, without limitation, the following:


 


(a)          all
furniture, fixtures, equipment and other fixed assets and leasehold improvements used in connection with or related to the Business;


 


(b)          all lists, mailing
lists, documents, information and records (whether in printed form or computer or other electronic media) related, in each case,
to past, present and prospective customers of the Business;


 


 




     


     


    

 


(c)          copies of all existing
files, accounting records, correspondence, internal reports and contractual documents related to the Business, including databases
and records, whether in print, digital or other electronic format;


 


(d)          all copy, films, digital
media, mechanicals, graphics, artwork, camera-ready plates, plate-making film, photographs and other reproduction materials related
to the Business, whether in the possession of Seller or third parties;


 


(e)          all promotional and
marketing materials, whether in print, digital or other electronic format;


 


(f)          all intellectual property
used in the Business, including, without limitation, all trade names, (including, without limitation, the name “Fitness
24/7”), trademarks and service marks, domain names and URLs set forth on Schedule 1.01(f);


 


(g)          each contract, agreement,
commitment or arrangement related to the Business set forth on Schedule 1.01(g) (the “Assigned Contracts”);


 


(h)          all software, software
systems, databases and database systems, whether owned, leased or licensed, that are used in connection with the Business;


 


(i)          all
1-800 or other telephone numbers used in connection with the Business;


and


 


(j)          all of the goodwill and going concern value
related to the Business.


 


Section 1.02         Excluded
Assets.    The Assets shall not include, and Buyer acknowledges
that the following shall be excluded from the Assets (the “Excluded Assets”):


 


(a)          all of Seller’s accounts receivable
as of the Closing Date;


 


(b)          all cash and cash equivalents on hand as
of the Closing Date;


 


(c)          each contract, agreement, commitment or
arrangement related to the Business that is not included in the Assigned Contracts; and


 


(d)          copies of Seller’s company books
and records of internal company proceedings, tax records and work papers that Seller is required by law to retain.


 


Section 1.03         Assumed
Liabilities.    On the Closing Date, Buyer agrees to assume, pay,
perform and discharge or otherwise satisfy, as applicable, all executory obligations of Seller arising from and after the Closing
Date under the Assigned Contracts, except for any obligations for or in respect of non-performance or breach by Seller of any Assigned
Contract (the “Assumed Liabilities”).


 




    	 	2 | Page



     


    

 


Section 1.04         Excluded
Liabilities.    Except for the Assumed Liabilities, Buyer is not
assuming any liabilities of Seller of any nature whatsoever, whether absolute, accrued, contingent or otherwise, disclosed or undisclosed,
and whether or not relating to the Assets or the Business (the “Excluded Liabilities”).


 


Section 1.06         Purchase
Price.   In consideration of the sale, transfer and conveyance
of the Assets by Seller to Buyer, Buyer hereby agrees to assume the Assumed Liabilities in accordance with Section 1.03 on
the Closing Date, and to pay to Seller the sum of $100,000.00 (the “Purchase Price”). Buyer shall pay the Purchase
Price to Seller at Closing by wire transfer in immediately available funds to such bank account as may be designate by Seller in
writing.


 


ARTICLE II


CLOSING


 


Section 2.01         Closing.   The
closing of the transactions contemplated by hereby (the “Closing”) shall take place contemporaneously with
the execution of this Agreement.


 


Section 2.02         Closing
Deliverables.


 


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



 


(i)          A
Bill of Sale in the form of Exhibit A hereto (the “Bill of Sale”), duly executed by Seller, conveying
and transferring the Assets to Buyer or a wholly-owned subsidiary of Buyer designated by Buyer the “Subsidiary”);


 


(ii)         An
Assignment and Assumption Agreement in the form of Exhibit B hereto, (the “Assignment and Assumption Agreement”),
duly executed by Seller, conveying and transferring the Assigned Contracts to Buyer or the Subsidiary and providing for the assumption
of the Assigned Liabilities by Buyer; and


 


(iii)        Such
other documents as may be necessary to effect the consummation of the transactions contemplated by this Agreement.


 


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



 


(i)          Payment
of the Purchase Price as provided in Section 1.05;


 


(ii)         The
Assignment and Assumption Agreement, duly executed by Buyer; and


 


(iii)        Such
other documents as may be necessary to effect the consummation of the transactions contemplated by this Agreement.


  




    	 	3 | Page



     


    

 


ARTICLE III


REPRESENTATIONS AND WARRANTIES OF SELLER
AND OWNER


 


Seller and Owner, jointly and severally, represent and
warrant to Buyer as follows:


 


Section 3.01         Organization
and Qualification of Seller.   Seller is a corporation duly organized,
validly existing and in good standing under the laws of the Commonwealth of Pennsylvania.


 


Section 3.02         Authority
of Seller and Owner.   Seller and Owner have all necessary corporate
power and authority to enter into this Agreement, the Bill of Sale and the Assignment and Assumption Agreement (the “Transaction
Documents”) to which each is a party, to carry out their respective obligations hereunder and thereunder and to consummate
the transactions contemplated hereby and thereby. The execution and delivery by Seller and Owner of this Agreement and any other
Transaction Document to which they are a party, the performance by Seller and Owner of their respective obligations hereunder and
thereunder and the consummation by Seller and Owner of the transactions contemplated hereby and thereby have been duly authorized
by all requisite action on the part of Seller.


 


Section 3.03         No
Conflicts.   Neither the execution, delivery or performance by
Seller and Owner of this Agreement or any other Transaction Document to which Seller or Owner is a party, nor the consummation
of the transactions contemplated hereby or thereby, nor compliance with the terms and provisions hereof or thereof, (a) will contravene
any provision of any applicable law, statute, rule or regulation, or any judgment, decree, franchise, ruling, order or permit of
any court or governmental authority applicable to Seller or Owner; (b) will conflict or be inconsistent with the organizational
documents of Seller; or (c) will result in the creation of or imposition of (or obligation to create or impose) any lien, security
interest, pledge, charge, claim or encumbrance of any kind (“Lien”) upon any of the Assets.


 


Section 3.04         No
Consents.   No order, consent, approval, license, registration
or validation of, or filing with, or exemption by, any governmental agency, commission, board or public authority or any third
party is required to authorize, or is required in connection with, the execution, delivery or performance by Seller or Owner of
this Agreement or any other Transaction Document to which Seller or Owner is a party.


 


Section 3.04         Title
to and Condition and Sufficiency of Assets.   Seller has, and
is transferring to Purchaser hereunder, good, valid and marketable title to all of the Assets, free and clear of any and all Liens.
All of the Assets are usable in the ordinary course of the Business for the purposes and uses intended and are in good working
condition, reasonable and ordinary wear and tear excepted. The Assets comprise all of the assets, properties, and rights of every
type and description, real, personal and mixed, tangible or intangible, used or employed by Seller in operating the Business, other
than the Excluded Assets.


 


Section
3.05         Litigation.   There
are no lawsuits, inquiries, proceedings or investigations pending or, to the best of Seller's and Owner’s knowledge,
threatened before any court or governmental or administrative body or agency against Seller or Owner related to (a) the
transactions contemplated by this Agreement and the other Transaction Documents; or (b) the Business or any of the Assets.
Neither Seller nor Owner is subject to any judgment, order or decree with respect to the Business and the Assets entered in
any lawsuit or proceeding.


 




    	 	4 | Page



     


    

 


Section 3.06         Assigned
Contracts.  All of the Assigned Contracts are in full force and effect, will continue in full force and effect after the
Closing and may be transferred to Buyer pursuant to this Agreement. Neither Seller nor Owner is in or alleged to be in default,
nor to the best of Seller’s and Owner’s knowledge is any other party in or alleged to be in default, , under any of
the Assigned Contracts and to the best of Seller’s and Owner’s knowledge no event has occurred and no condition or
state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach
by Seller, Owner or any other party under the Assigned Contracts.


 


Section 3.07         Compliance
with Laws.   Seller is in not violation of any applicable federal,
state or local law, rule, regulation or ordinance or any judgment, writ, decree, injunction order, permit or any other requirement
of any court or governmental agency or authority in any manner relating to the Assets, nor has Seller or Owner received any notice
alleging any such violation.


 


Section 3.08         Financial
Statements.   The financial statements attached as Exhibit
C hereto have been prepared from books and records maintained by Seller in accordance with United States generally accepted
accounting principles as in effect in the United States from time to time and consistently applied and consistent with past practice,
other than with respect to the absence of footnotes and fairly present in all material respects the financial condition and results
of operations of the Business as of the dates thereof and for the periods presented, subject to normal year-end adjustments.


 


Section 3.09         Brokers.    Except
for Transworld Business Advisors, which Seller and Owner shall be fully responsible, neither Seller nor Owner has incurred any
obligation or liability, contingent or otherwise, for brokers’ or finders’ fees or commissions in connection with the
execution and delivery of this Agreement and the other Transaction Documents or consummation of the transactions contemplated hereby
or thereby.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES OF BUYER


 


Buyer represents and warrants to Seller and
Owner as follows:


 


Section 4.01         Organization
and Qualification of Buyer.   Buyer is a corporation, duly incorporated,
validly existing and in good standing under the laws of the State of Nevada.


 


Section
4.02         Authority of
Buyer.   Buyer has all necessary corporate power and authority to enter
into this Agreement and the other Transaction Documents to which it is a party, to carry out its obligations hereunder and
thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this
Agreement and any other Transaction Document to which it is a party, the performance by Buyer of its obligations hereunder
and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by
all requisite action on the part of Seller.


 




    	 	5 | Page



     


    

  


Section 4.03         No
Conflicts.   Neither the execution, delivery or performance by
Buyer of this Agreement or any other Transaction Document to which Buyer is a party, nor the consummation of the transactions contemplated
hereby or thereby, nor compliance with the terms and provisions hereof or thereof, (a) will contravene any provision of any applicable
law, statute, rule or regulation, or any judgment, decree, franchise, ruling, order or permit of any court or governmental authority
applicable to Buyer; or (b) will conflict or be inconsistent with the organizational documents of Buyer.


 


Section 4.04         No
Consents.   No order, consent, approval, license, registration
or validation of, or filing with, or exemption by, any governmental agency, commission, board or public authority or any third
party is required to authorize, or is required in connection with, the execution, delivery or performance by Buyer of this Agreement
or any other Transaction Document to which Buyer is a party.


 


ARTICLE V


SURVIVAL; INDEMNIFICATION


 


Section 5.01         Survival.   All
of the provisions of this Agreement shall survive the Closing indefinitely, except that the representations and warranties of Seller
and Owner, on one hand, and the representations and warranties of Buyer on the other hand, shall survive until the first anniversary
of the Closing Date.


 


Section 5.02        Indemnity
by Seller and Owner. Seller and Owner,, jointly and severally, shall indemnify and hold harmless Buyer and Buyer’s
directors, officers and employees from and against and in respect of any and all damages, losses, claims, penalties, liabilities,
costs and expenses (including, without limitation, all fines, interest, reasonable and actual legal fees and expenses and amounts
paid in settlement), that arise from or relate or are attributable to (a) any misrepresentation or breach of warranty by Seller
or Owner in this Agreement or any of the other Transaction Documents to which they are a party; or (b) any breach of any covenant
or agreement on the part of Seller or Owner in this Agreement or in any of the other Transaction Documents to which they are a
party.


 


Section 5.03         Indemnity
by Buyer.   Buyer shall indemnify and hold harmless Seller and
Owner from and against and in respect of any and all damages, losses, claims, penalties, liabilities, costs and expenses (including,
without limitation, all fines, interest, reasonable and actual legal fees and expenses and amounts paid in settlement), that arise
from or relate or are attributable to (and without giving effect to any tax benefit to the indemnified party) (a) any misrepresentation
or breach of warranty by Buyer in this Agreement or any of the other Transaction Documents to which Buyer is a Party; or (b) any
breach of any covenant or agreement on the part of Buyer in this Agreement or any of the other Transaction Documents to which Buyer
is a Party.


 




    	 	6 | Page



     


    

 


Section 5.04         Notice
to Indemnitor; Right of Parties to Defend.   Promptly after the assertion
of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnifying
Party ("Indemnitor") under this Article V, an indemnified Party ("Indemnitee") shall notify
the Indemnitor in writing of such claim. The Indemnitor shall have the right to assume the control and defense of any such action,
provided that the Indemnitee may participate in the defense of such action subject to the Indemnitor's reasonable direction and
at Indemnitee's sole cost and expense. The Party contesting any such claim shall be furnished all reasonable assistance in connection
therewith by the other Party or Parties and be given full access to all information relevant thereto. In no event shall any such
claim be settled without the Indemnitor's consent.


 


ARTICLE VI


MISCELLANEOUS


 


Section 6.01         Expenses.      Except
as otherwise expressly provided herein, all costs and expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the Party incurring such costs and expenses.


 


Section 6.02         Further
Assurance.   The Parties agree after the Closing they will, from
time to time, upon the request of each other, and without further consideration, execute, acknowledge and deliver in proper form
any further assignment and take such action as the Parties may reasonably require in order to more effectively carry out the purposes
of and otherwise to comply with the true intent of this Agreement.


 


Section 6.03         Publicity.   Without
the consent of the other Party or Parties or unless required by law, either Party shall be able to issue a press release or any
statement to the print or electronic media with regard to this Agreement and the transactions contemplated hereby.


 


Section 6.04         Severability.   If
any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other term or provision of this Agreement.


 


Section 6.05         Entire
Agreement.   This Agreement and the other Transaction Documents
constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein.


 


Section 6.06         Binding
Agreement; No Assignment; No Third-Party Beneficiaries.   This
Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, legal representatives
and successors and assigns. No Party may assign its or her rights or obligations hereunder without the prior written consent of
the other Party or Parties. This Agreement is for the sole benefit of the Parties hereto and their respective heirs, legal representatives
and successors and permitted assigns.


 




    	 	7 | Page



     


    

 


Section 6.07         Amendment
and Modification; Waiver.  This Agreement may only be amended,
modified or supplemented by an agreement in writing signed by the Parties hereto.


 


Section 6.08         Governing
Law; Waiver of Jury Trial: Attorney’s Fees.


 


(a)          This Agreement shall
be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without reference to conflict
of law principles.


 


(b)         The Parties waive any right to a trial
by jury.


 


(c)         If any action is brought
to interpret or enforce this Agreement or any of the Transaction Documents, the prevailing Party or Parties shall be entitled to
recover attorney’s fees and costs from the other Party or Parties at both the trial and appellate levels.


 


Section 6.05         Notices.     All
communications between the Parties with respect to any of the provisions of this Agreement shall be sent by certified mail, return
receipt requested or by nationally recognized overnight courier and shall be deemed given upon receipt.


 


 


	If to Seller or Owner to:	150 Millview Drive
	 	Pittsburgh, PA 15238
	 	Attention:  Eleni Berger


 


	If to Buyer to:	Golden Global Corp. 
	 	21573 San Germain Dr. 
	 	Boca Raton, FL 33433
	 	Attention:  CEO


 


or such other addresses as shall be furnished in writing by any
Party in the manner for giving notices hereunder.


 


Section 6.06         Counterparts.   This
Agreement may be executed in one or more counterparts (including by facsimile, .pdf or other electronic transmission), each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 	8 | Page



     


    

 


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


 


	 	SELLER:
	 	 
	 	FITNESS 24/7 EB, INC.


 


	 	By:	/s/ Elleni Berger
	 	 	Elleni Berger, Managing Member


 


	 	OWNER:
	 	 
	 	/s/ Elleni Berger
	 	Elleni Berger


 





	 	BUYER:
	 	 
	 	GOLDEN GLOBAL CORP.
	 	 
	 	By:	/s/ Erik Blum
	 	 	Erik Blum, CEO







 








    	 	9 | Page