Exhibit 10.1


 








AGREEMENT FOR THE PURCHASE AND SALE OF


COMMON STOCK OF CLOUD B, INC.


 


This Agreement ("Agreement")
is made as of February 17, 2020, between Edison Nation, Inc., a Nevada corporation (the "Seller") and Pearl 33 Holdings,
LLC, a Delaware limited liability company (the "Buyer”).


 


WHEREAS, Seller
owns common stock of Cloud B, Inc., a California corporation (“Cloud B” or the "Company"); and,


 


WHEREAS, Seller
desires to sell and Buyer desires to purchase, 80,065 shares of the common stock of the Company (“Cloud B Shares”),
constituting a 72.154% ownership interest in the Company based on 110,964 shares of common stock outstanding as of the date of
and in accordance with this Agreement.


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


		Section 1.	Purchase and Sale.



 


1.1       Pursuant
to the terms and conditions of this Agreement, Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller,
80,065 of common stock of the Company (the “Cloud B Shares” and also referred to herein as, the "Purchased Shares”)


 


1.2       The
purchase price for the Purchased Shares to be paid by the Buyer to the Seller at the Closing hereof is $1.00, and other good and
valuable consideration (the "Purchase Price").


 


1.3       As
additional consideration, Buyer hereby agrees to release any and all claims Seller, and its officers, directors or affiliates,
as set forth in the Release Agreement attached hereto as Exhibit A.


 


1.4       Seller
hereby agrees to indemnify, defend and hold harmless Buyer, and its owners, managers and representatives, as set forth in the Indemnification
Agreement attached hereto as Exhibit B.


 


		Section 2.	Closing.



 


2.1       The
closing shall take place, subject to the conditions set forth in Section 2.2 hereof on February 17, 2020, at a time and place mutually
agreed upon by the parties hereto. The date and time of closing are herein referred to as the "Closing Date" or the "Closing."


 


2.2        The
obligation of the Seller to sell the Purchased Shares, and the obligation of the Buyer to purchase the Purchased Shares, is subject
to the conditions set forth below being complied with to the satisfaction of, or waived by, the Seller or the Buyer, as the case
may be, on or before the Closing Date.


 






    


     


    

 


2.2.1       Delivery
of Purchase Price. The Seller shall have received a total cash payment of $1.00 representing the cash portion of the Purchase
Price.


 


2.2.2       Delivery
of Release Agreement. The Buyer shall deliver to Seller the executed Release Agreement.


 


2.2.3       Buyer’s
Representations and Warranties. The representations and warranties of the Buyer set forth in Section 4 of this Agreement shall
be true and correct as of the Closing Date.


 


2.2.4       Delivery
of Indemnification Agreement. The Seller shall deliver to Buyer the executed Indemnification Agreement.


 


2.2.5       Seller’s
Representations and Warranties. The representations and warranties of the Seller, set forth in Section 3 of this Agreement,
shall be true and correct as of the Closing Date.





 


		Section 3.	Seller’s Representations and Warranties.



 


Seller
represents and warrants to Buyer that:


 


3.1       Organization,
Good Standing, etc. The Company is a corporation duly organized and validly existing and in good standing under the laws of
the State of Nevada and is duly qualified to do business, and is in good standing, in every jurisdiction in which the nature of
its business requires it to be so qualified. The Company has all requisite corporate power and authority to carry on its business
as now conducted.


 


3.2       No
Conflict. The execution, delivery and performance by the Seller of this Agreement will not conflict with or result in the breach
of or constitute a default under any other agreement or instrument to which the Company is a part of which it or its property may
be bound, or result in the creation of any lien thereunder.


 


3.3       Authorization.
This Agreement has been duly authorized, executed and delivered by the Seller.


 


3.4       No
Violation. The execution, delivery or performance by the Seller of this Agreement does not contravene any law, regulation,
order or judgment applicable to or binding on the Seller, and will not result in a breach of, or constitute a default under, or
contravene any provisions of, any agreement to which the Seller is a party or by which he is bound.


 


3.5       No
Consents or Approvals. Neither the execution, delivery or performance by the Seller of this Agreement requires the consent
or approval of, the giving of notice to, the registration with, the recording or filing of any documents with, or the taking of
any other action in respect of, any federal, state or local governmental commission, authority, agency or body.


 






    


     


    

 


3.6       Financial
Statements. Seller represents that Cloud B is insolvent with liabilities and potential claims exceeding assets.


 


		Section 4.	Buyer’s Representation and Warranties.



 


The
Buyer represents and warrants to the Seller that:


 


4.1       No
Violation. The execution, delivery or performance by the Buyer of this Agreement does not contravene any law, regulation order
or judgment applicable to or binding on the Buyer and will not result in a breach of, or constitute a default, or contravene any
provision of, any agreement to which Buyer is a party or by which he is bound.


 


4.2       No
Consents or Approvals. Neither the execution, delivery or performance by the Buyer of this Agreement requires the consent or
approval of, the giving of notice to, the registration with, the recording or filing of any documents with, or the taking of any
other action in respect of, any federal, state or local governmental commission, authority, agency or body.


 


4.3       Securities
Laws. The Buyer acknowledges and agrees that the Shares have not been registered under the Securities Act of 1933, as amended
(the "Securities Act"), and applicable state securities laws, and that the transfer of the Shares may be effected only
pursuant to an effective registration under the Securities Act and applicable state securities laws or an exemption, therefore.
The Buyer is acquiring the Shares for its own account for the purpose of investment only and not with a present intention to transfer,
hypothecate, resell or otherwise distribute such Shares within the meaning of the Securities Act and applicable state securities
laws.


 


		Section 5.	Additional Agreements.



 


Release Agreement attached
hereto as Exhibit A.


 


Indemnification Agreement attached
hereto as Exhibit B.


 


		Section 6.	Further Assurances.



 


6.1.       By
Seller.  Seller will do, execute, acknowledge and deliver, or shall cause to be done, executed, acknowledged and delivered
all such further acts, conveyances and assurances the Buyer may reasonably require for accomplishment of the purposes of this Agreement.


 


6.2.       By
Buyer.  The Buyer will do, execute, acknowledge and deliver, or shall cause to be done, executed, acknowledged and delivered,
all such further acts, conveyances and assurances as Seller may reasonably require for accomplishment of the purposes of this Agreement.


 


		Section 7.	Miscellaneous.



 


7.1.       Counterparts.
This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but one and the same instrument.


 






    


     


    

 


7.2.       Amendment. Neither
this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by an
instrument in writing which purports to terminate, amend, supplement, waive or modify this Agreement or any of the terms hereof
and is signed by the party against which the enforcement of the termination, amendment, supplement, waiver or modification is sought.


 


7.3.       Successors
and Assigns. The terms of this Agreement shall be binding on, and inure to the benefit of, the parties hereto and their respective
successors and assigns.


 


7.4.       Governing
Law. This Agreement, including all matters of construction, validity and performance, shall in all respects be governed by,
and construed in accordance with, the laws of the State of Nevada.


 


7.5.       Notices.
Except as otherwise provided in this Agreement, all notices hereunder shall be in writing and shall be given by mail, personal
delivery, overnight courier, telecopy or any other customary means of written communication at the addresses set forth on the signature
pages hereof, or at such other addresses as may be specified by written notice to the parties hereto, and shall become effective
when received by the addressees.


 


7.6.       Severability of Provisions.Any
provision of this Agreement, which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity
or enforceable of such provision in any other jurisdiction.


 


7.7.       Headings.
 The headings used herein are for convenience of reference only and shall not define or limit any of the terms or provisions
hereof.


 


7.8.       Entire
Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior
agreements and understandings between the parties hereto relating to the subject matter hereof.


 


 


 


 


 


 


 


[SIGNATURES ON FOLLOWING PAGE]


  



    


     


    




 


 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto
duly authorized as of the date and year first above written.


 


 





	Seller	 	Buyer
	 	 	 
	Edison Nation, Inc.	 	Pearl 33 Holdings, LLC
	 	 	 
	 	 	 
	 	 	 
	/s/ Chris Ferguson                 	 	/s/ Christopher Smedley            
	By: Chris Ferguson, CEO	 	By: Christopher Smedley
	 	 	Title: Authorized Agent
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Address:	 	Address:
	909 New Brunswick Ave	 	614 N. Dupont Highway, Suite 201
	Phillipsburg, NJ 08865	 	Dover, DE 19901




 


 



    


     


    




  





RELEASE AGREEMENT 


 


This Release Agreement (“Agreement”) is
made as of February 17, 2020 by and between Pearl 33 Holdings, LLC (“Releasor”) and Edison Nation,
Inc. (the “Releasee”). 


 


BACKGROUND 


 


The Releasor and Releasee previously entered
into a stock purchase and other agreements dated as of February 17, 2020 (collectively “the SPA”), whereby
Releasee sold to the Releasor common shares of stock of Cloud B, Inc. (“Cloud B Shares”);


 


The SPA requires (among other things) that
Releasor deliver to Releasee a release in the form of this Agreement. 


 


Accordingly, in consideration of the covenants
and agreements in this Agreement, the SPA, the receipt and sufficiency of which are acknowledged, the Releasor and Releasee agrees
as follows: 


 


TERMS


 


1.  In consideration of the receipt
of the Cloud B Shares by Releasor, and other good and valuable consideration, Releasor hereby releases and forever discharges the
Releasee and its affiliates and each of its or their current and former officers, directors, employees and stockholders, from any
and all claims, actions, causes of action, suits, sums of money, debts, dues, accounts, reckonings, bonds, bills, covenants, contracts,
controversies, agreements, promises, demands or damages of any nature whatsoever or by reason of any matter, cause or thing regardless
of whether known or unknown at present, which against the Releasor ever had, now has or may have arising out of or relating to
any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time
prior to and including the date of this Release relating to the SPA and Cloud B Shares (“Claims”). 


 


2.     This Agreement
shall be fully effective and binding upon all parties hereto immediately upon execution of this Agreement. 


 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first set forth above.


 


 





	Releasor	Releasee 	 
	 	 	 
	Pearl 33 Holdings, LLC	Edison Nation, Inc,	 
	 	 	 
	 	 	 
	Christopher Smedley___	/s/ Chris Ferguson______	 
	By: Christopher Smedley	By: Chris Ferguson, CEO	 
	Title: Authorized Agent	 	 




 











     


     


    

 





INDEMNIFICATION AGREEMENT 


 


This Indemnification Agreement (“Agreement”)
is effective as of February 17, 2020, by and between Edison Nation, Inc., a Nevada corporation (the “Company”
or “Edison”), and Pearl 33 Holdings LLC, a Delaware limited liability company (“Indemnitee”).
For purposes of this Agreement, the “Company” shall be deemed to include Edison and its subsidiaries, as appropriate. 


 


WHEREAS, Indemnitee purchased shares of
common stock in Cloud B, Inc. from Edison (“Cloud B Shares”) under certain stock purchase and agreements (collectively
 “the SPA”);


 


WHEREAS, the Company wishes to provide
for the indemnification of, and advancement of expenses to, Indemnitee in connection with the Cloud B Shares subject to the limitations
set forth herein; and


 


WHEREAS, it is reasonable, prudent and
necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee in connection
with the Cloud B Shares subject to the limitations set forth herein;


 


NOW, THEREFORE, in consideration of the
foregoing and Indemnitee’s agreement to provide, or continue to provide, services to the Company, the Company and Indemnitee
hereby agree as set forth below. 


 


1. Certain Definitions. 


 


(a) “Claim” shall
mean any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing,
inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding
or alternative dispute resolution mechanism, whether civil, criminal, administrative, whether formal or informal, investigative
or other in connection with the Cloud B Shares. 


 


(b) References to the “Company”
shall mean Edison Nation, Inc.


 


(c) “Expenses”
shall mean any and all expenses (including attorneys’ fees and all other costs, expenses and obligations) incurred in connection
with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness
in or to participate in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation,
whether formal or informal in connection with the Cloud B Shares. 


 


(d) “Limitation of Indemnification”
shall mean that the indemnification is limited to the issuance of 150,000 shares of common stock in Edison Nation, Inc. (“Edison
Shares”) to and receipt by Indemnitee, or its nominee, assigns, and/or successors in interest, as set forth in Section 2.


 


2. Indemnification. 


 


(a) Indemnification of Expenses
and Other Liabilities. The Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee was or is or
becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in,
any Claim by reason of (or arising in part out of) any events occurring prior to the sale of the Cloud B Shares to Indemnitee.


 


(b) Limitation of Indemnification.
The Company shall issue to Indemnitee the Edison Shares or its nominee, assigns, and/or successors in interest, in satisfaction
of the Company’s obligations under this Agreement. Edison Nation shall not make any cash or other payments in connection
with a Claim, except as set forth in Section 2. (c).


 



     


     


    




 


(c) Payment of Expenses. Notwithstanding
any other provision of this Agreement, the Company shall indemnify Indemnitee for expenses in connection with defending any Claim
as set forth in Section 3. 


 


3. Expenses; Indemnification Procedure. 


 


(a) Advancement of Expenses.
The Company shall advance all expenses incurred by Indemnitee. The advances to be made hereunder shall be paid by the Company to
Indemnitee as soon as practicable but in any event no later than 30 days after written demand by Indemnitee therefor to the Company.
Indemnitee hereby agrees to repay to the Company all amounts advanced to Indemnitee hereunder if it is ultimately determined that
Indemnitee is not entitled to indemnification hereunder.


 


(b) Selection of Counsel. In
the event the Company shall be obligated hereunder to pay the expenses of any Claim the Company, if appropriate, shall be entitled
to assume the defense of such Claim with counsel approved by Indemnitee (not to be unreasonably withheld) upon the delivery to
Indemnitee of written notice of the Company’s election so to do.


 


4. No Duplication of Payments.
The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to
the extent Indemnitee has otherwise actually received payment of the amounts otherwise indemnifiable hereunder. 


 


5. No Imputation. The knowledge
or actions, or failure to act, of any director, officer, agent or employee of the Company or the Company itself shall not be imputed
to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


6. Exceptions. Notwithstanding
any other provision of this Agreement, the Company shall not be obligated for the following: 


 


(a) Claims Initiated by Indemnitee.
To indemnify Expenses or Other Liabilities or advance Expenses to Indemnitee with respect to Claims initiated or brought voluntarily
by Indemnitee and not by way of defense, except  with respect to actions or proceedings brought to establish or enforce a
right to indemnification under this Agreement. 


 


(b) Lack of Good Faith. To
indemnify Indemnitee for any expenses or other Liabilities incurred by the Indemnitee with respect to any proceeding instituted
by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material
assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous. 


 


7. Period of Limitations. No
legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee after
the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall
be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided,
however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall
govern. 


 


8. Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall constitute an original. 


 






     


     


    

 


9. Binding Effect; Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their
respective successors, assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all
or substantially all of the business or assets of the Company), spouses, heirs and personal and legal representatives. The Company
shall require and cause any successor (whether direct or indirect, and whether by purchase, merger, consolidation or otherwise)
to all, substantially all, or a substantial part, of the business or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless
of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or
of any other enterprise at the Company’s request. 


 


10. Attorneys’ Fees.
In the event that any action is instituted by Indemnitee under this Agreement or under any liability insurance policies maintained
by the Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be paid all Expenses
incurred by Indemnitee with respect to such action, regardless of whether Indemnitee is ultimately successful in such action, and
shall be entitled to the advancement of Expenses with respect to such action, unless as a part of such action a court of competent
jurisdiction over such action determines that each of the material assertions made by Indemnitee as a basis for such action was
not made in good faith or was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement
to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee
in defense of such action (including costs and Expenses incurred with respect to Indemnitee’s counterclaims and cross-claims
made in such action), and shall be entitled to the advancement of Expenses with respect to such action. 


 


11. Notice. All notices, requests,
demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered
by hand and signed for by the party addressed, on the date of such delivery, or (ii) if mailed by domestic certified or registered
mail with postage prepaid, on the third business day after the date postmarked. Addresses for notice to either party are as shown
on the signature page of this Agreement, or as subsequently modified by written notice. 


 


12. Consent to Jurisdiction.
The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Nevada for all purposes
in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted
under this Agreement shall be commenced, prosecuted and continued only in Washoe County in the State of Nevada, which shall be
the exclusive and only proper forum for adjudicating such a claim. 


 


13. Severability. The provisions
of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section,
paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining
provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions
of this Agreement (including, without limitations, each portion of this Agreement containing any provision held to be invalid,
void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to
the intent manifested by the provision held invalid, illegal or unenforceable. 


 


14. Choice of Law. This Agreement
shall be governed by and its provisions construed and enforced in accordance with the laws of the State of Nevada. 


 


15. Amendment and Termination.
Due to the uncertain application of any statutes of limitations that may govern any Claim, this Agreement shall be of indefinite
duration. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing
signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute
a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. 


 






     


     


    

 


16. Integration and Entire Agreement.
This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and
oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.
If the Company and Indemnitee have previously entered into an indemnification agreement providing for indemnification of Indemnitee
by the Company, the parties’ entry into this Indemnification Agreement shall be deemed to amend and restate such Indemnification
Agreement to read in its entirety as, and to be superseded by, this Indemnification Agreement. 


 


 


 


 


[Signature Page to Follow]


 






     


     


    

 


 


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


 


 


EDISON NATION, INC.


 


 





	/s/ Chris Ferguson	 	 
	By: Chris Ferguson, CEO	 	ACKNOWLEDGED AND AGREED TO
	 	 	BY INDEMNITEE
	 	 	 
	 	 	Pearl 33 Holdings, LLC
	 	 	 
	 	 	 
	 	 	/s/ Christopher Smedley               
	 	 	By: Christopher Smedley
	 	 	Title: Authorized Agent







 






     


     


    






 





ASSIGNMENT OF SHARES OF COMMON
STOCK


 


FOR
VALUE RECEIVED, Edison Nation, Inc. (“Assignor”) hereby sells, assigns and transfers unto Pearl 33 Holdings, LLC
(“Assignee”), 80,065 Shares of the Common Stock (“Stock”) of Cloud B, Inc., a California corporation (the
 "Company"), standing in its name on the books of the Company.


 


 


Dated:
February 17, 2020.


 


Assignor:


 


Edison
Nation, Inc.


 


/s/
Chris Ferguson               


By:
Chris Ferguson, CEO


 


 


Assignee:


 


Pearl
33 Holdings, LLC


 


/s/
Christopher Smedley     


By:
Christopher Smedley


Title:
Authorized Agent


 


Address:


614
N. Dupont Highway


Suite
210


Dover,
DE 19901