ASSET PURCHASE
AND SALE AGREEMENT


 


 


THIS AGREEMENT
is made this 29th day of October, 2018 by and between Dot Com LLC, DBA Seattle software Developers a Washington corporation ("Seller"),
and Pelican Delivers, Inc., a State of Washington corporation ("Buyer").


 


RECITALS


 


		A.	Seller
                                         has the exclusive rights and ownership of fully developed software for the marijuana
                                         industry that includes an Order Management Application for dispensaries that allows vendors
                                         lo manage users, inventory, orders and sales.



The
software also includes a user friendly native mobile application built in both iOS and Android that allows consumers to easily
order cannabis products for delivery to consumers.


The
software also has a mobile application built in iOS for deliveries, ID checks, payment processing, and updating delivery status
for Delivery drivers lo download and use.


This
Order Management Application Software ("The Software Assets") is the subject of this Agreement.


There
are no encumbrances and/or liens of any kind on The Software Assets.


		B.	Buyer
                                         desires to purchase The Software Assets from the Seller.



		C.	Seller
                                         desires to sell The Software Assets to Buyer, on the tem1s and conditions set forth below.



 


In
consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:


 


AGREEMENT


 


1.
Sale of Seller's The Software Assets. Seller agrees to sell Lo Buyer, and Buyer agrees to purchase from Seller "The
Software Assets". The Software Assets will be transferred to Buyer and delivered to Buyer on the Closing Date and/or by such
other documentation as may be necessary with respect to particular Software Assets. Seller expressly warrants that Seller has
the exclusive rights and sole ownership of The Software Assets (free and clear of any and all encumbrances) and will transfer
all of such rights and good and marketable ownership to Buyer at the end of the payment terms in conjunction with this Agreement.


 


2.
Purchase Price. The total purchase price for The Software Assets shall be THREE HUNDRED EIGHTY TIIOUSAND DOLLARS AND
00/100 DOLLARS ($380,000.00) (the "Purchase Price"). The Purchase Price shall be paid as follows:


 


		2.1.	Non-Refundable
                                         Deposit. Buyer shall make a SEVENTY FIVE JHOUSAND DOLLAR AND 00/100 ($75,000.00)
                                         non-refundable deposit by wire and/or certified funds no later than October 30th, 2018.



 


The
Deposit shall be entirely non-refundable.


 


Buyer
shall wire funds or bring certified check as follows:


Chase
Bank


1955
156th Avenue NE Bellevue, Washington 98007


 


Dot
Corn LLC


Routing:325070760


Account:
676313880


 


This
will leave a balance of THREE HUNDRED FIVE THOUSAND DOLLARS AND 00/100 ($305,000.00).


 



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		2.2.	Transfer
                                         of Software Assets.



 


No later than
October 30th, 2018, or once Buyer has made the non-refundable down payment into Sellers account, Seller shall immediately transfer
"The Software Assets" to Buyer by Creating an AWS account for Buyer on Buyer's own hosting provider, (or allowing Buyer
to create the account) and then once hosting account is created under Buyers hosting, transferring all of the code to Buyers hosting
account.


 


All of the code
will reside on Buyers hosting account and any changes made to improve the software in the future by a software firm of Buyer's
choice, or by Seattle Software Developers will be done on client's server.


 


		2.3.	Payments
                                         and Transfer of Legal ownership of Software Assets.



 


Buyers shall
make eleven (11) interest free monthly payments to Seller starting on December l5th, 2018 in the amount of TWENTY FIVE THOUSAND
DOLLARS AND NO ($25,000) and ending on October 15th, 2019.


  


There will be ONE FINAL payment of
THIRTY THOUSAND DOLLARS AND NO ($30,000) dollars due November 15th, 2019.


 


Each payment
will be due on the 15th of each month.


 


Once final payment
of $30,000 dollars is made on November 30th, 2019 Seller shall transfer over Legal rights to the software in the form of a bill
of sale.


BUYER WILL BE
ABLE TO PAY OFF BALANCE EARLY WITH NO PENATLY IF BUYER SO DESIRES.


 


Payments are
to be made via check or wire at the offices of Seattle Software Developers and/or via bank at:


 


Chase Bank


1955 156th Avenue
NE Bellevue, Washington 98007


 


Dot Com LLC


Routing: 325070760


Account:676313880


 


		3.	Taxes.
                                         Each party shall be responsible for payment of any taxes associated with their
                                         portion of this transaction.



 


		4.	Mutual
                                         Indemnification. Seller hereby indemnifies and holds harmless Buyer with respect
                                         to any claims or liability of any nature, including any reasonable attorney's fees or
                                         costs incurred by Buyer based on any such claims, on account of the ownership or use
                                         of The Software Assets, which arise before The Software Assets are transferred to Buyer.



 


Buyer hereby
indemnifies and holds Seller harmless with respect to any claims or liability of any nature, including any reasonable attorney's
fees or costs incurred by Seller based on any such claims, on account of any claim based on ownership or use of The Software Assets,
which arise after the date upon which Seller transfers The Software Assets. For purposes of this Agreement, a claim arises at
the time the event occurs giving rise to the potential liability, regardless of whether it is discovered, or a claim brought after
Closing.


 



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		5.	Miscellaneous
                                         Provisions.



 


		5.1.	Termination.
                                         Seller may terminate this Agreement without cause at any time before the Final
                                         Cash Payment is made. In the event of termination, Seller shall refund any monies paid
                                         by Seller, including the Deposit.



 


		5.2.	Further
                                         Documentation and Assurances. The parties shall cooperate in executing such documents
                                         and taking such actions as may be required or beneficial for carrying out the terms of
                                         this Agreement.



 


		5.3.	Controlling
                                         Law, Jurisdiction and Venue. The Agreement shall be construed and interpreted
                                         in accordance with the laws of the State of Washington. Subject to the arbitration provisions
                                         below, venue and jurisdiction for any suit arising out of or related to this Agreement
                                         or the transaction contemplated hereby shall be in King County, Washington, and the parties
                                         hereby expressly consent to such jurisdiction and venue without giving effect to any
                                         choice or conflict of Jaw provision or rule (whether of the State of Washington or any
                                         other jurisdiction) that would cause the application of laws of any jurisdictions other
                                         than those of the State of Washington.



 


		5.4.	Notices.
                                         Notice to a party may be given by personal delivery or by first-class mail (certified,
                                         return receipt requested) to the address of the party slated below, or such other address
                                         of which the party may hereafter give notice. Notice shall be deemed given when personally
                                         delivered, or three (3) business days after mailing.



 


		5.5.	Attorney’s
                                         Fees and Costs. Each party shall be responsible for their own attorneys' fees
                                         and costs incurred in this matter. In the event of any claimed breach or default under
                                         this Agreement, then the substantially prevailing party shall be entitled to recover
                                         from the non-prevailing party reasonable attorneys' fees and costs incurred because of
                                         the claimed default or breach, regardless of whether litigation is actually commenced.



 


		5.6.	Broker's
                                         Fee. The parties represent and warrant to each other that no broker or agent
                                         has been involved in this transaction, and no commission shall be owing to any agent
                                         or broker upon consummation of this Agreement.



 


		5.7.	Paragraph
                                         Heading. Paragraph headings are solely for the convenience of the reader and
                                         may not be relied on in interpretation or construction of this document.



 


		5.8.	Interpretation,
                                         Construction. Buyer acknowledges and agrees that it had the full opportunity
                                         to obtain independent counsel to review this Agreement and any other documents executed
                                         in connection herewith, and that no rule of construction or interpretation shall be applied
                                         based on which party drafted the Agreement or such other documents.



 


		5.9.	Waiver.
                                         No waiver of any of the terms or conditions of this Agreement shall be binding
                                         or effective for any purpose unless expressed in writing and executed by each affected
                                         party with regard to the same.



 


		5.10.	Heirs,
                                         Successors and Assigns. This Agreement shall inure to the benefit of and be binding
                                         upon the heirs, executors, administrators and successors of the parties, subject to any
                                         limitations of assignment herein.



 


		5.11.	Severability.
                                         In the event that a part of this Agreement is declared void or against public
                                         policy, those provisions shall be deleted and the remaining provisions shall be given
                                         full force and effect in the same manner as though the deleted portions had never been
                                         included and, to that extent, this Agreement is severable.



 



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		5.12.	Counterparts,
                                         Faxed Signatures. This Agreement may be signed in multiple counterparts by the
                                         parties, and all of the counterparts together shall constitute the complete agreement.
                                         Signatures obtained by facsimile transmittal shall be valid and binding.



 


		5.13.	Disputes.
                                          In the event that any dispute relating to or arising from this Agreement cannot
                                         be settled by the parties, then the dispute shall be resolved by arbitration in Seattle,
                                         Washington, in accordance with the Commercial Arbitration Rules of the American Arbitration
                                         Association existing at the date of submission. The parties or their counsel shall select
                                         a single arbitrator to arbitrate this dispute. If the parties cannot agree on an arbitrator,
                                         then the presiding judge of the Superior Court of the State of Washington for King County
                                         shall select an arbitrator. The resolution of any dispute by the arbitrator shall be
                                         final and binding, with any judgment upon an award entered in the Superior Court of the
                                         State of Washington for King County. The arbitrator shall award reasonable attorney's
                                         fees to the substantially prevailing party, including fees incurred in enforcing any
                                         arbitration award.



 


		5.14.	Entire
                                         Agreement. This Agreement, including all exhibits and attachments hereto, constitutes
                                         the complete agreement and understanding of the parties with respect to the subject matter
                                         hereof, and supersedes any prior oral or written agreements, understandings or representations.
                                         This Agreement may not be changed, terminated, modified, supplemented or amended in any
                                         way except by a writing signed by all parties.



 


		5.15.	Closing
                                         Date. The closing date shall be on or before October 29th, 2018.



 


 


	SELLER:

         

        DOT
        COM LLC Corporation

         

         

        By:
        /s/ Dan Anderson

        Dan
        Anderson, Shareholder

        Address:
        227 Bellevue Way NE Bellevue WA 98004
	BUYER:

         

        Pelican
        Delivers Inc.

         

         

        By:
        /s/ Dave Comeau

        Dave
        Comeau, Shareholder

        Address:
        5452 Pineridge Drive Bremerton, WA 98311



 


 



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