ASSET
PURCHASE AGREEMENT


 


This
Asset Purchase Agreement (this “Agreement”) is entered into as of December 31,
2018 by and among Surge Cryptocurrency Mining, Inc., a Nevada corporation (“Seller”) and DataWolf Technology
Centers, LLC, a Wyoming limited liability company (“Buyer”), in recognition of the following facts:


 


RECITALS




 


A.
Seller owns certain assets that it uses in the conduct of its business;


 


B.
Buyer desires to purchase from Seller and Seller wishes to sell to Buyer, such assets, upon the terms and subject to the conditions
of this Agreement.


 


AGREEMENT




 


In
consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as
follows:


 


ARTICLE
I.


PURCHASE
OF ASSETS


 


1.1
Sale of Assets. Upon the terms and subject to the conditions set forth herein, at the Closing (as defined below), Buyer
shall purchase from Seller, and Seller shall sell to Buyer, all of Seller’s right, title and interest in and to the following
assets for the purchase price of $ 891,192.48 (collectively, the “Purchased Assets”):


 


(a)
LTC Cryptocurrency Coins located at Seller’s property (the “Coins”); and


 


(b)
All Mining Hardware Systems (the “Hardware”).


 


1.2
Assumption of Liabilities. Upon the terms and subject to the conditions set forth herein, at the Closing (as defined below),
Buyer shall undertake or assume the following obligations and liabilities from Seller (the “Assumed Liabilities”):


 








	Accounts
    Payable	 	$	40,234.52	 
	Due
    to True Wireless, LLC	 	 	164,896.00	 
	Due
    to Surge Holdings, Inc.	 	 	160,541.96	 
	N/Payable-
    SMDMM, LLC	 	 	487,600.00	 
	Accrued
    Interest-SMDMM, LLC	 	 	37,920.00	 
	TOTAL
    VALUE OF LIABILITIES ASSUMED	 	$	891,192.48	 



 


1.3
RESERVED.


 


1.4
Payment of Purchase Price. As the purchase price for the Purchased Assets Buyer hereby agrees to pay, on behalf of the
Seller, the Assumed Liabilities.


 




    	 



     


    

 


1.5
Allocation of Purchase Price. The Purchase Price for all of the Purchased Assets shall be specifically allocated as set
forth on Exhibit “A”. Each of the parties agrees to report this transaction for federal tax purposes in accordance
with the allocation of the Purchase Price as described in this Section 1.5 and to provide to each other at the time of
Closing, their respective names, addresses and employer I.D. numbers for purposes of completing Part 1 of I.R.S. form 8594 as
required of both parties by Internal Revenue Code Section 1060. In addition, Seller and Buyer shall provide to the other upon
request a copy of Form 8594 as filed by it with the Internal Revenue Service.


 


ARTICLE
II.


CLOSING




 


2.1
Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place
on December 31, 2018. The date on which the Closing occurs is referred to herein as the “Closing Date”.


 


2.2
Risk of Loss. Buyer shall assume all risk of loss, destruction or damage to the Purchased Assets due to fire or other casualty
from and after the Closing Date.


 


2.3
Conveyances at Closing.


 


(a)
Subject to the terms and conditions contained herein, to effect the sale and transfer of the Purchased Assets at the Closing,
Seller will, at or before the Closing, execute and deliver or cause to be executed and delivered to Buyer:


 


(i)
a Bill of Sale of Seller in the form attached hereto as Exhibit “B”;


 


(ii)
an Assignment and Assumption of Liabilities in the form attached hereto as Exhibit “C” (the “Assignment
and Assumption of Liabilities”); and


 


(iii)
such other instruments as shall be reasonably requested by Buyer to vest in Buyer title in and to the Purchased Assets in accordance
with the provisions hereof.


 


(b)
Subject to the terms and conditions contained herein, to effect the assumption by Buyer of Seller’s obligations and liabilities,
Buyer will, at or before the Closing, execute and deliver or cause to be executed and delivered to Seller:


 


(i)
an Assignment and Assumption of Liabilities; and


 


(ii)
such other instruments as shall be reasonably requested by Seller to evidence Buyer’s assumption of the Assumed Liabilities
in accordance with the provisions hereof.


 








(c)
To the extent that a form of any document to be delivered hereunder is not attached as an exhibit hereto, such documents shall
be in form and substance, and shall be executed and delivered in a manner reasonably satisfactory to Buyer and Seller.


 






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2.4
RESERVED.


 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES OF SELLER


 


3.1
Representations. Seller represents and warrant to Buyer as follows:


 


(a)
Seller is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Nevada, has
all necessary power and authority, and has taken all action necessary to execute and deliver this Agreement, consummate the transactions
contemplated hereby and to perform Seller’s obligations hereunder, and no other material proceedings on Seller’s part
are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.


 


(b)
Upon the execution and delivery of this Agreement by Seller, this Agreement will be legal, valid and binding upon Seller and enforceable
against Seller in accordance with its terms and the sale of any of the Purchased Assets hereunder will not violate, breach or
result in any material default under any material indenture, mortgage, lease, agreement, license, permit, article, by-law, statute,
regulation, order, judgment, decree, ordinance or law to which Seller is a party or by which Seller or any of its assets are bound,
except as would not have a material adverse effect on Seller’s business or prevent or materially delay Seller’s ability
to consummate the transactions contemplated by this Agreement.


 


(c)
On the Closing Date, Seller shall have, and shall transfer to Buyer, good, valid and marketable title to all of the Purchased
Assets, free and clear of all mortgages, liens, charges, security agreements, encumbrances, claims and demands of any kind other
than such liens, charges and encumbrances as are within the Assumed Liabilities.


 


(d)
Seller is not a party to any action, suit or other legal proceedings, actual or, to Seller’s knowledge, threatened, relating
to the Purchased Assets, and, to the best of Seller’s knowledge, there is no circumstance, matter or thing which could reasonably
be expected to give rise to any such action, suit or other legal proceedings or to any governmental investigation relating to
the Purchased Assets and there is not outstanding against Seller any judgment, decree, injunction, rule or order of any court,
government department, commission, agency, tribunal board or arbitrator relating to the Purchased Assets.


 








(e)
No authorization, consent or approval of or declaration, registration, qualification or filing with any governmental authority
or third party not already obtained or made is necessary for the consummation by Seller of the transactions contemplated by this
Agreement.


 






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(f)
Seller shall conduct its business substantially in the ordinary and usual course consistent with past practices.


 


(g)
Seller has no legal obligation, absolute or contingent, to any other person, or any nonbinding agreement in principal, letter
of intent or similar understanding with any person, to sell or affect a sale of the Purchased Assets, or to enter into any agreement
or cause the entering into of any agreement with respect to any of the foregoing.


 


(h)
No agent, broker, finder or other person, entity or firm engaged by or acting on behalf of Seller in connection with the negotiation,
execution or performance of this Agreement or the transaction contemplated by this Agreement, is or will be entitled to any brokerage
or finder’s or similar fee or other commission from Buyer or its affiliates as a result of this Agreement or such transactions.


 


3.2
Disclaimer of other Representations and Warranties. Except as expressly set forth in this Article III, Seller
makes no representation or warranty, express or implied, at law or in equity, in respect of any of its assets (including, without
limitation, the Purchased Assets), liabilities or operations, including, without limitation, with respect to merchantability or
fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. Buyer hereby
acknowledges and agrees that, except to the extent specifically set forth in this Article III, Buyer is purchasing the
Purchased Assets on an “as-is, where-is” basis. Without limiting the generality of the foregoing, Seller makes no
representation or warranty regarding any assets other than the Purchased Assets or any liabilities other than the Assumed Liabilities,
and none shall be implied at law or in equity.


 


ARTICLE
IV.


REPRESENTATIONS
AND WARRANTIES OF BUYER


 


4.1
Representations. Buyer hereby represents and warrants to Seller as follows:


 


(a)
Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Wyoming, has all
necessary corporate power and authority, and has taken all action necessary to execute and deliver this Agreement, to consummate
the transactions contemplated hereby and to perform Buyer’s obligations hereunder, and no other proceedings on Buyer’s
part are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.


 


















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(b)
Upon the execution and delivery of this Agreement by Buyer, this Agreement will be legal, valid and binding upon Buyer and enforceable
against Buyer in accordance with its terms and the consummation of the transactions contemplated herein will not violate, breach
or result in any material default under any material indenture, mortgage, lease, agreement, license, permit, article, by-law,
statute, regulation, order, judgment, decree, ordinance or law to which Buyer is a party or by which Buyer or any of its assets
are bound, except as would not have a material adverse effect on Buyer’s business or prevent or materially delay Buyer’s
ability to consummate the transactions contemplated by this Agreement.


 


(c)
No authorization, consent or approval of or declaration, registration, qualification or filing with any governmental authority
or third party not already obtained or made is necessary for the consummation by Buyer of the transactions contemplated by this
Agreement.


 


(d)
No agent, broker, finder or other person, entity or firm engaged by or acting on behalf of Buyer in connection with the negotiation,
execution or performance of this Agreement or the transactions contemplated by this Agreement, is or will be entitled to any brokerage,
finder’s or similar fee or other commission from Seller or its affiliates as a result of this Agreement or such transactions.


 


(e)
Buyer is authorized to operate cryptocurrency mining business under the applicable rules and regulations of the jurisdictions
in which the Purchased Assets will be used in Buyer’s business, has all requisite authority to assume and perform all of
Seller’s obligations and liabilities.


 


ARTICLE
V.


CLOSING
CONDITIONS


 


5.1
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions to be completed on the Closing
Date under this Agreement shall be subject to the satisfaction of each of the following conditions at or before the Closing Date,
any or all of which may be waived, in whole or in part, to the extent permitted by applicable law:


 


(a)
The representations and warranties of Seller contained herein shall be true and correct, in all material respects, as of the Closing
Date and Seller shall have performed and complied with, in all material respects, all covenants and obligations required by this
Agreement to be performed or complied with by it prior to the Closing Date.








 












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(b)
                                         All statutory requirements for the valid consummation by Buyer of the transactions contemplated
                                         in this Agreement shall have been fulfilled, and all authorizations, consents and approvals
                                         of all federal, state, local and foreign governmental agencies and authorities required
                                         to be obtained in order to permit the consummation by Buyer of the transactions contemplated
                                         by this Agreement shall have been so obtained.


 


(c)
Seller shall have executed and delivered all other documents necessary or reasonably desirable for the consummation of the transactions
contemplated by this Agreement, including the documents that are to be delivered at the Closing.



 


5.2
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions to be completed on the Closing
Date under this Agreement shall be subject to the satisfaction of each of the following conditions as of the Closing Date:


 


(a)
The representations and warranties of Buyer contained herein shall be true and correct, in all material respects, as of the Closing
Date and Buyer shall have performed and complied with, in all material respects, all covenants and obligations required by this
Agreement to be performed or complied with by it prior to the Closing Date.


 


(b)
All statutory requirements for the valid consummation by Seller of the transactions contemplated in this Agreement shall have
been fulfilled, and all authorizations, consents and approvals of all federal, state, local and foreign governmental agencies
and authorities required to be obtained in order to permit the consummation by Seller of the transactions contemplated in this
Agreement shall have been so obtained.


 


(c)
Buyer shall have executed and delivered all other documents necessary or reasonably desirable for the consummation of the transactions
contemplated by this Agreement, including the documents that are to be delivered at the Closing.


 


ARTICLE
VI.


TERMINATION







 


6.1
Termination. This Agreement may be terminated at any time prior to the Closing by the mutual written consent of Buyer and
Seller. This Agreement may be terminated by a party upon two (2) days prior written notice in the event of a material breach of
this Agreement by the other party.


 


















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ARTICLE
                                         VII.


ADDITIONAL
AGREEMENTS


 


7.1
Removal of Purchased Assets.


 


(a)
Buyer agrees to remove the Purchased Assets from the Property at its sole cost, expense and liability.


 


(b)
In the event Buyer fails to satisfy its obligations set forth in the foregoing subsection, Seller shall have the right to perform,
or engage third parties to perform, Buyer’s obligations thereunder. In such event, Buyer shall pay or promptly reimburse
to Seller all costs incurred by Seller, including internal costs, costs of counsel and costs of third party contractors engaged
by Seller, to cause the satisfaction of Buyer’s obligations.






 


7.2
Further Assurances and Cooperation. From time to time, at the request of either party to this Agreement, and without further
consideration, the other party shall execute and deliver such documents, obtain such third party consents and take any such other
action as may be reasonably necessary in order to consummate more effectively the transactions contemplated by this Agreement.
In addition to the foregoing, Buyer agrees to promptly take any action necessary to register the transfer of title in and to the
Purchased Assets with any applicable governmental authorities having jurisdiction thereof.


 


7.3
Nondisclosure. Neither Seller or Buyer shall disclose the terms of this Agreement, including the Purchase Price, to any
third party without the consent of the other party hereto, except as required by law.


 


7.4
Survival of Representations, Warranties and Covenants. All representations and warranties of the parties contained in this
Agreement or in any certificate, exhibit or instrument or conveyance delivered by or on behalf of the parties pursuant hereto
shall survive the Closing until six (6) months following the Closing Date (unless the damaged party knew or had reason to know
of any such misrepresentation or breach of warranty at the time of the Closing, in which case, notwithstanding anything to the
contrary set forth in this Agreement, the damaged party shall have no claim for such misrepresentation or breach of warranty).
The covenants of each of Buyer and Seller contained herein shall survive the Closing for the full statute of limitations.


 















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ARTICLE
                                         VIII.


INDEMNIFICATION




 





8.1
Indemnification Provisions for Benefit of Buyer.


 


(a)
In the event Seller breaches any of its representations, warranties, and covenants contained in this Agreement, and, if there
is an applicable survival period pursuant to Section 7.6 above, provided that Buyer makes a written claim for indemnification
against Seller within such survival period, then Seller agrees to indemnify Buyer from and against the entirety of any actions,
suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings,
damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes, liens, losses,
expenses, and fees, including court costs and reasonable attorneys’ fees and expenses (collectively, “Damages”),
Buyer shall suffer through and after the date of the claim for indemnification (but excluding any Damages Buyer shall suffer
after the end of any applicable survival period) caused proximately by the breach; provided, however, that Seller shall
not have any obligation to indemnify Buyer from and against any Damages:


 


(i)
caused by the breach of any representation or warranty of Seller.



 





(b)
Seller agrees to indemnify Buyer from and against the entirety of any Damages Buyer shall suffer caused proximately by any liability
of Seller which is not an Assumed Liability (including any liability of Seller that becomes a liability of Buyer under any bulk
transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation
of law).


 


8.2
Indemnification Provisions for Benefit of Seller.


 


(a)
In the event Buyer breaches any of its representations, warranties, and covenants contained in this Agreement, then Buyer agrees
to indemnify Seller from and against the entirety of any Damages Seller shall suffer through and after the date of the claim for
indemnification caused proximately by the breach.


 


(b)
Buyer agrees to indemnify Seller from and against the entirety of any Damages Seller shall suffer caused by any liability of Seller
that is an Assumed Liability.


 


8.3
Other Indemnification Provisions. The indemnification provisions in this Article VIII are in addition to, and not
in derogation of, any statutory, equitable, or common law remedy any party may have for breach of a covenant; provided, however,
that except as otherwise expressly provided herein, Buyer and Seller acknowledge and agree that the foregoing indemnification
provisions in this Article VIII shall be the exclusive remedy for any breach of the representations and warranties set
forth in this Agreement.








 






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ARTICLE
IX.


MISCELLANEOUS




 


9.1
Notices. Any notices or other communications hereunder shall be deemed given, made and received when personally delivered
or 48 hours after the same has been deposited into the United States mail, postage prepaid, registered or certified mail, addressed
as follows:


 


	 	If
    to Seller:	Surge
    Holdings, Inc.
	 	 	3124
    Brother Blvd, S. 104
	 	 	Bartlett,
    TN 38133
	 	 	 
	 	If
    to Buyer:	DataWolf
    Technology Centers, LLC
	 	 	1620
    Central Avenue suite 202
	 	 	Cheyenne,
    WY 82001


 


Any
party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set
forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary
mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, requests,
demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner herein
set forth.


 










9.2
Bulk Transfer Laws. Buyer acknowledges that Seller will not comply with the provisions of any bulk transfer laws of any
jurisdiction in connection with the transactions contemplated by this Agreement.


 


9.3
Entire Agreement. This Agreement, including the exhibits hereto that are to be executed at or before the Closing as specified
herein, constitutes the entire agreement among the parties pertaining to the subject matter contained in it and supersedes all
prior and contemporaneous agreements, representations and understandings of the parties.


 


9.4
Amendments and Waivers. No supplement, modification or amendment of this Agreement shall be binding unless executed in
writing by each of the parties. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty
or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.


 


9.5
No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the parties
and their respective successors and permitted assigns.


 


9.6
Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Nevada
without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Nevada.








 






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9.7
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties named herein and
their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of the other party; provided, however, that Buyer may (i) assign
any or all of its rights and interests hereunder to one or more Affiliates (as defined below) of Buyer and (ii) designate one
or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible
for the performance of all of Buyer’s obligations hereunder and such assignee(s) shall agree in writing to assume and perform
Buyer’s obligations hereunder). Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns. The term “Affiliate” of Buyer
as used herein shall mean (i) any corporation, partnership, limited liability company or any other entity or organization, who
directly or indirectly controls, is controlled by or is under common control with Buyer.


 










9.8
Counterparts; Execution and Delivery. This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile,
and shall be deemed effectively executed upon the receipt by Buyer and Seller of the last page of this Agreement duly executed
by the parties hereto.


 


9.9
Expenses. Except as otherwise expressly provided herein, the parties shall pay their own fees and expenses, including their
own attorneys’ and other professional advisor fees, incurred in connection with this Agreement or any transaction contemplated
hereby.


 


9.10
Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability
of the offending term or provision in any other situation or in any other jurisdiction.


 


9.11
Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties
and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall
mean including without limitation. All dollar amounts stated herein are in lawful money of the United States of America. Unless
the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include
all genders.


 


9.12
Incorporation of Exhibits and Schedules. The exhibits and schedules identified in this Agreement are incorporated herein
by reference and made a part hereof.


 


9.13
Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any
way the meaning or interpretation of this Agreement.


 


9.14
Time of the Essence. Time shall be of the essence in this Agreement.


 


[Signature
Page Follows]


 






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


 


	 	Surge
    Cryptocurrency Mining, Inc.
	 	 	
	 	By:	/s/
    Aliza Abidi
	 	Name:	Aliza
    Abidi
	 	Title:	General
    Counsel and authorized representative
	 	 	 
	 	 	 
	 	DataWolf
    Technology Centers, LLC
	 	 	 
	 	By:	/s/
    Kevin Brian Cox
	 	Name:	Kevin
    Brian Cox
	 	Title:	Owner


 


Signature
Page to Asset Purchase Agreement


 




    	 



     


    

 





EXHIBIT
A


 


Identification
of Purchased Assets and Allocation of Purchase Price


 


	LTC
    Cryptocurrency Coins	 	$	93,996.75	 
	Mining
    Hardware Systems	 	 	797,195.73	 
	TOTAL
    VALUE OF ACQUIRED ASSETS	 	$	891,192.48	 



 


DWT
will assume the following liabilities in consideration to Surge:


 


	Accounts
    Payable	 	$	40,234.52	 
	Due
    to True Wireless, LLC	 	 	164,896.00	 
	Due
    to Surge Holdings, Inc.	 	 	160,541.96	 
	N/Payable-
    SMDMM, LLC	 	 	487,600.00	 
	Accrued
    Interest-SMDMM, LLC	 	 	37,920.00	 
	TOTAL
    VALUE OF LIABILITIES ASSUMED	 	$	891,192.48	 



 






    	 



     


    

 


EXHIBIT
B


 


Form
of Bill of Sale


 


PUBLIC
Surge Cryptocurrency Mining, Inc. (“Seller”), does hereby sell grant, bargain, transfer, sell, assign, convey
and deliver to DataWolf Technology Centers, LLC (“Buyer”), all right, title and interest in and to the Purchased
Assets as such term is defined in that certain Asset Purchase Agreement of even date herewith by and between Seller and Buyer
(the “Agreement”). Buyer hereby acknowledges that Seller is making no representation or warranty with respect
to the assets being conveyed hereby except as specifically set forth in the Agreement. Seller for itself, its successors and assigns
hereby covenants and agrees that, at any time and from time to time forthwith upon the written request and at the expense of Buyer,
Seller will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, each and all of such
further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be required by Buyer
in order to assign, transfer, set over, convey, assure and confirm unto and vest in Buyer, its successors and assigns, title to
the assets sold, conveyed, transferred and delivered by this Bill of Sale.


 


This
Bill of Sale is being executed and delivered by Seller as of this _31_ day of ____ Dec
2018.


 


	 	Surge
    Cryptocurrency Mining, Inc.
	 	 	 
	 	By:	/s/
    Kevin Brian Cox 
	 	Name:	Kevin
    Brian Cox 
	 	Title:	Owner
    


 




    	 



     


    

 


EXHIBIT
C


 


Form
of Assignment and Assumption of Liabilities


 


THIS
ASSIGNMENT AND ASSUMPTION OF LIABILITIES (the “Assignment”) is made as of the ___ day of ____, 2031
Dec. 18 between Surge Cryptocurrency Mining, Inc. (“Assignor”), and DataWolf Technology Centers, LLC
(“Assignee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given
to such terms in that certain Asset Purchase Agreement of even date herewith by and between Assignor, as Seller, and Assignee,
as Buyer (the “Purchase Agreement”).


 


Pursuant
to the Purchase Agreement, Assignor is concurrently herewith transferring and conveying to assignee all right, title and interest
of Assignor in and to the Purchased Assets. As part of such transaction, and subject to the terms of the Purchase Agreement and
the express obligations and responsibilities of the parties thereunder, Assignee does hereby assume and agree to perform all of
Assignor’s liabilities and obligations under the Assumed Liabilities.


 


This
Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators,
successors and assigns.


 


This
Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


[Signature
Page Follows]


 






    	 



     


    

 


IN
WITNESS WHEREOF, Assignor and Assignee have each executed this Assignment as of the date first written above.


 


	 	ASSIGNOR:
	 	 
	 	Surge
    Cryptocurrency Mining, Inc.
	 	 	 
	 	By:	/s/
    Aliza Abidi
	 	Name:	Aliza
    Abidi
	 	Title:	General
    Counsel and authorized representative 
	 	 	 
	 	ASSIGNEE:
	 	 	 
	 	DataWolf
    Technology Centers, LLC
	 	 	 
	 	By:	/s/
    Kevin Brian Cox
	 	Name:	Kevin
    Brian Cox
	 	Title:	Owner