ASSET PURCHASE AGREEMENT


 


This Assignment Agreement is made effective as of August
12, 2015, between Red Fish Holdings, Inc., a Wyoming Corporation and BeriApps of Tromso, Norway.


 


WHEREAS: BeriApps (“Seller”) wishes
to sell a certain technology that it owns, “Dessert Crush Saga”. To Red Fish Holdings, Inc. (“Purchaser”)
and Red Fish Holdings, Inc. wishes to purchase from BeriApps, that same technology, and therefore, each do hereby enter into an
Asset Purchase Agreement (“Agreement”) pursuant to the terms and conditions set forth below.


 


THEREFORE, BeriApps shall assign its rights, interests,
and title to Dessert Crush Saga to Red Fish Holdings, Inc.


 


Red Fish Holdings, Inc., and BeriApps, sometimes referred
to jointly as “parties,” hereby acknowledge the receipt and sufficiency of this Agreement and agree each and with the
other as follows:


 


		1.	Consideration of Assignment. BeriApps shall assign all of its rights, title and interest
to Red Fish Holdings, Inc. in exchange of U.S. $700.



 


		2.	Term of Purchase. Upon execution of this Agreement and approval and authorization of the
Board of Directors of Purchaser, a transfer request shall be sent to the Apple Store to assign ownership to Thomas Mahoney, CEO
and Chairman of Ted Fish Holdings, Inc. Further, BeriApps shall transfer Dessert Saga’s code via GitHub repository requirements
or a similar vehicle.



 


		3.	Licensing Technology. Upon closing of this Agreement, the Purchaser may, at its discretion,
enter into one or more licensing agreements with other companies without restriction.



 


		4.	Authority. BeriApps has all requisite power and authority to assign Dessert Crush Saga,
and does so willingly and without duress. The execution and delivery of this Agreement and the consummation of the transaction
contemplated by this Agreement have been duly authorized. No other proceeding is necessary ot authorize such document or to consummate
the transaction contemplated in the Agreement.



 


		5.	Organization and Good Standing. Red Fish Holding, Inc. is duly incorporated, organized,
validly existing and in good standing under the laws of the State of Wyoming, and has all requisite corporate power and authority
to own, lease and to carry on its business as now being conducted.



 


		6.	Execution of Agreement. This Agreement, when executed and delivered, will be valid and
binding obligations of the parties and will be enforceable under the full force of the law and in accordance with the laws of the
State of Wyoming, except:



 




    	1



    	 



    

		(A)	As limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other general
application affecting enforcement of creditors’ rights generally of the United Stated of America;



		(B)	As limited by laws relating to the availability of specific performance, injunctive relief, or
other equitable remedies; and



		(C)	As limited by public policy.



 


		7.	Non-Contravention. Neither the execution, delivery, performance of this Agreement no the
consummation of this transaction will:



 


		(A)	Conflict with, result in a violation of, cause a default under (with or without notice , lapse
of time or both) or give rise to a right of termination, amendment , cancellation or acceleration of any obligation contained in
or the loss of any material benefit under, or result in the creation of any lien , security interest, charge or encumbrance upon
any of the Assets under any term, condition, or provision of any loan or credit agreement, instrument, permit, license, judgment,
order, decree, statute, law, ordinance, rule, or regulation applicable to the Company, or any of its material property or assets;
or



		(B)	Violate an order, writ , injunction, decree, stature, rule, or regulation of any court or governmental
or regulatory authority applicable to the Company or any of the assets held by the Company.



 


 


 


		8.	Actions and Proceedings. To the best knowledge of Assignor there is not claim, charge,
arbitration, grievance, action, suit, investigating or proceeding by or before any court , arbiter, administrative agency or other
governmental authority now pending or, to the best knowledge of the Assignor, threatened against the Assignor which involves any
of the business, or the properties of Dessert Crush Saga that, if adversely resolved or determined, would have a material adverse
effect on the business, operation , assets, properties , prospects or conditions of Dessert Crush Saga taken as a whole. There
is no reasonable basis for any claim or action that based upon the likelihood of its being asserted and its success if asserted,
would have a material adverse effect.



 


		9.	Material Contracts and Transactions.  There are not material contracts, agreements, licenses,
permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent,
fixed or otherwise, to which Dessert Crush Saga is a party, except as disclosed by BeriApps.



 


		10.	Warranties and Guarantees: Assignor does not warrant or guarantee that Dessert Crush Saga
will perform in any manner except for what has been disclosed to the Assignee and does not warrant or guarantee its continued performance
or any actual results for its use.



 


		11.	Public Announcement. Until the closing date, both parties each agree that they shall not
release or issue any reports or statements or make any public announcements relating





    	2



    	 



    

to this Agreement or the transaction contemplated
herein without the prior written consent of the other party, except as may be required upon written advice of counsel to comply
with applicable laws or regulatory requirements after consulting with the other party and seeking reasonable consent to such announcement.


 


		12.	GENERAL



		12.1	Effectiveness of Representations; Survival. Each party is entitled to rely on the representations,
warranties, indemnifications and agreements of each of the other party and all such representation, warranties and agreement shall
be effective regardless of any investigation that any party have undertaken or failed to undertaken. The representations, warranties
and agreements shall survive the Closing Date and continue in full force and effect until on (1) year after the Closing Date.



		12.2	Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this
Agreement, neither party shall, directly or indirectly solicit, initiate, entertain or accept any inquires or proposals from, discuss
or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquires or proposals from
any person or entity relating to any transaction contemplated by this Agreement. 



		12.3	Amendment. This Agreement may not be amended, or modified, excepted by an instrument in
writing signed by each of the parties.



		12.4	Entire Agreement. This Agreement, the schedules attached hereto and the other documents
in connection with this Transaction contain the entire agreement between the parties with respect to the subject matter hereof
and supersede all prior arrangement and understandings, both written and oral, expressed or implied, with respect to this Agreement.
Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.



		12.5	All notices all other communication required or permitted under this Agreement shall be sent
to the addresses exchanged by the parties set forth in this Agreement for this purpose, and as may from to time be update by one
party to the other which must be in writing and shall be deemed given if sent by persona delivery, faxed with electronic confirmation
of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), postage prepaid,
to the parties at the addressed specified by a party to the other from time to time for notice purposed, or via electronic delivery
upon confirmation of receipt from the other party.



 


 


		13.	Governing Law.  This Agreement shall be governed by and construed in accordance with the
laws of the United States in general and of the State of Wyoming and the Federal laws applicable to the subject matter in the State
of Wyoming.



 


		14.	Counterparts. This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when





    	3



    	 



    

one or more counterparts have been signed by
each of the parties and delivered to the other parties.


 


		15.	Electronic Execution. This Agreement may be executed by delivery of executed signature
pages and shall be effective for all purposes.



 


		16.	Independent Legal Advice. Both parties confirm that each has been given the opportunity
to seek and obtain independent legal advice prior to execution of this Agreement, and enter into this Agreement, and enter into
this Agreement and execute this Agreement on the same equal footing, with equal understanding of the Agreement.



 


		17.	Understanding and Acknowledgment. Upon execution of this Agreement, both parties do hereby
acknowledge that they have read, understood and agree with the terms and conditions of this Agreement.



 


 


 


IN WITNESS WHEREOF the parties have executed
the Agreement as of the 12th day of August 2015.


 


Red Fish Holdings, Inc.


 


/s/____________________________


By: Thomas Mahoney


 


BeriApps


 


 


/s/___________________________


By: Tesfaye Robel