Exhibit 10.47


 










 






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for a non compete period
of three (3) years, executed by Seller and Beerup (the "Consulting Agreement & Agreement Not to Compete"). The Consulting
Agreement & Agreement Not to Compete are attached hereto as collective Exhibit B and incorporated herein.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES
OF SELLER


 


Seller hereby represents and warrants
to Buyer, as of the date hereof and as of the Closing Date, as set forth below.:



 


Section
4.1 Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of
Illinois and authorized to transact business in the State of Missouri, and has the requisite power and authority to own, use, operate
or lease the Assets as Seller is now conducting its business, operations and affairs. Seller has no subsidiaries.


 


Section
4.2 Qualification of Seller. Seller is duly qualified or licensed as a foreign corporation to do business, and is in good
standing, in each jurisdiction where the character of the Assets, or the nature of its activities makes such qualification or license
necessary.


 


Section 4.3Authorization.


 


Section
4.3.1 Authority. Seller has all requisite corporate power and authority to enter into and perform this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery, consummation and performance of this Agreement have been
duly authorized and approved by all necessary actions of Seller's board of directors. This Agreement is a valid and binding obligation
of Seller, enforceable against Seller in accordance with its terms.


 


Section
4.3.2 No Breach or Violation. Execution, delivery and performance of this Agreement by Seller and consummation of the transactions
contemplated hereby will not lead to or cause a violation, breach, or default or result in the termination of, or accelerate the
performance required by, or result in the creation or imposition of any Encumbrance, whether by notice or lapse of time or both,
or otherwise conflict with any term or provision of (a) Seller's articles or incorporation or bylaws, or (b) any note, bond, mortgage,
contract, indenture or agreement to lease, license or other instrument or obligation to which Seller is a party or is bound, or
any court or administrative order, writ or injunction or process or any permit, license or consent decree to which Seller is a
party or is bound: (i) where such violation, breach or default would have a material adverse effect on the Assets or financial
condition of Seller; or (ii) except as to which required consents, amendments or waivers shall have been obtained by Seller prior
to the Closing.


 


Section 4.4Financial Statements.


 


Section 4.4.1 Schedules.
The profit and loss statement for the period January 1, 2011 through December 31, 2013, Bank Statements for the preceding 24 months,
and invoices (the "Seller Financial Statements") are to the best of Seller's knowledge true and correct, and
fairly present the assets, liabilities, financial condition and results of operations of the assets of the Seller for those time
periods (the "Financials Date").






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Section 4.4.2 Accuracy. The data set
forth in the Seller Financial Statements to the best of Seller's knowledge fairly present the statement of income or loss of the
assets of the Seller for and the financial position of Seller for and as of the date or period covered thereby. The Seller Financial
Statements were prepared from the books and records of Seller, and on a basis consistent with prior periods. The books of account
of Seller have been maintained in accordance with sound business practices, and all transactions involving Seller set forth therein
are true and correct. Seller Financial Statements are not audited financial statements.


 


Section 4.4.3 No Undisclosed Liabilities.
Seller does not have any material liabilities or material obligations which relate to the Assets or the Assumed Liabilities of
any nature, secured or unsecured (absolute, accrued, or unaccrued, liquidated or unliquidated, executory, contingent or otherwise
and whether due or to become due), of a nature required to be reflected in a balance sheet prepared in accordance with generally
accepted accounting principles ("GAAP") applied on a consistent basis, which were not adequately and completely disclosed
and reserved for in Seller Financial Statements, except for those liabilities and obligations of Seller which relate to Seller
or the Assets and were incurred since the Financials Date in the ordinary course of business and which have been disclosed in writing
to Buyer.


 


Section 4.4.4 Absence of Changes. There
has not been and, as of the Closing Date, there will not be: (a) any material adverse change in the Assets or financial condition
of Seller; (b) any change in the contingent obligations or liabilities of Seller which relate to Seller or the Assets by way of
guaranty, documentary credit, standby credit, endorsement, indemnity, warranty or otherwise; (c) any waiver or cancellation by
Seller of valuable rights or debts owed to it which, taken as a whole, are material to the Assets or financial condition of Seller;
(d) any amendment to any agreement, commitment, or transaction by Seller which, if such action were taken on the date hereof, would
require disclosure pursuant to this Agreement (including without limitation, any borrowing, lease, capital expenditure or capital
financing); or (e) any change by Seller in its accounting methods or practices, assumptions or methods of calculating, or any change
by Seller in its accounting principles, relating to the Assets.


 


Section 4.4.5 Discharge of Liabilities.
Since the Financials Date and as of the Closing Date: (i) Seller has not paid, discharged or satisfied any claims, liabilities
or obligations (absolute, accrued, contingent or otherwise) other than the payment, discharge, or satisfaction in the ordinary
course of business and consistent with past practice; and (ii) Seller has not terminated, amended or suffered the termination or
amendment of, or failed to perform all of its obligations under, any of the Contracts or any agreement, contract, lease or license
affecting the Assets.


 


Section 4.5 Leases/Real Property. Seller acknowledges
that Buyer is not assuming any lease of real property and is not purchasing any real property.


 


Section 4.6 Tangible Assets. Seller
has good, valid and marketable title to all of the Assets, and at Closing, Seller will convey good, valid and marketable title
to each of the Assets to Buyer. The title to each Asset is free and clear of all title defects, objections, liens, mortgages, security
interests, pledges, charges and encumbrances, adverse claims, equities, or any other rights of others or other adverse interests
of any kind including without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements
and other title or interest retention arrangements (collectively the "Encumbrances"). The Assets constitute all of the
assets and rights necessary for the conduct of the business of Seller as presently conducted. The tangible Assets are free from
known defects, have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject
to normal wear and tear), and are suitable for the purposes for which it presently is used and presently is proposed to be used.




 






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Section 4.7 Equipment. Schedule 1 .1.3 delivered
hereunder sets forth in reasonable detail the Equipment by manufacturer, model, functional use and serial number, and there exists
no condition, which interferes with the economic value or usefulness of any item of Equipment, except as disclosed on Schedule
1.1.3.


 


Section 4.8 Accounts
Receivable. After the Closing Date, all payments and reimbursements made in the ordinary course by any third party in the
name of the Seller and delivered to Seller for any product sold or service performed by the Buyer shall be relinquished to Buyer
or immediately upon receipt by Seller be paid over to Buyer in the amount of such payment or reimbursement to be received by Buyer.
Before the Closing Date, all payments and reimbursements made in the ordinary course by any third party in the name of Seller
shall be Seller's payment or reimbursement. Also, any work conducted, money generated from any purchase orders, products sold
by Seller, and service and support work by Seller before the closing date but payments or reimbursements received after closing
in the name of Strand, Inc. or delivered to Buyer shall be Seller's monies, payment, or reimbursement(s), even if received after
closing, as Seller performed the work conducted or product sold before closing. Seller retains all the monies from prepaid maintenance
and support contracts or purchase orders generated prior to closing. Schedule 4.8.1 lists the current accounts receivable, which
shall be updated at the Closing.


 


Section 4.9 Intellectual Property


 


Section 4.9.1 Software and Know-How.
Schedule 1.1.1 sets forth a complete and accurate list of each license or licensing agreement, by date, term and the parties thereto,
for each patent, patent application, invention, trade-secret, rights to know-how, processes, computer programs or use of technology,
held or employed by Seller (each such patent, patent application, license or licensing agreement listed thereon hereinafter termed
the "Licenses"). With respect to the Licenses, and with respect to all other technology including but not limited
to all (i) research and development results, processes, trade secrets, methods, operating techniques, know-how, algorithms, formulae,
specifications, drawings, designs, chip designs, mask works, inventions, discoveries and engineering information, and (ii) quality
control, testing, operational, logistical, maintenance, Software and other technical data and information and technology held or
employed by Seller ("Seller's Technology") as set forth on Schedule 1.1.1:


 


4.9.l.l Seller owns, free and clear of all liens, pledges or other
encumbrances, all right, title and interest in the Software and Licenses and in Seller's Technology, with all rights to make, use,
and sell products and other property embodied in or described in the Software and Licenses and in Seller's Technology other than
the lien of Commerce Bank to be released at or prior to Closing. No use of the Assets and Licenses and the Seller's Technology
conflicts with, infringes upon or violates any patent, patent license, patent application, or any pending application relating
thereto, or any trade secret, know-how, programs or processes of any third person, entity or corporation;






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4.9.1.2 There are no outstanding or threatened
material governmental, judicial or adversary proceedings, hearings, arbitrations, disputes or other disagreements and no notice
of infringement has been served upon or otherwise come to the knowledge of Seller with respect to any of the Software and Licenses
or Seller's Technology;


 


4.9.1.3 Upon the consummation of the Closing,
Buyer will be vested with all right, title and interest, and rights and authority to use all of the Software and Licenses and Seller's
Technology.


 


Section 4.9.2 Trademarks and Copyrights.
Seller represents and warrants that there are no unregistered trademark and trade name, any trademark or trade name conceived or
otherwise in process, or any trademark and trade name registrations or applications, and copyright registration and application
for copyright registration had no license or licensing agreements ("Trademarks and Licenses").


 


4.9.2.1 Seller owns, free and clear of all
liens, pledges or other encumbrances, all right, title and interest in the Trademarks and Licenses. Seller has no reason to know
that the use of the Trademarks and Licenses conflicts with, infringes upon or violates any trademark, trade name, trademark or
trade name registration or application, copyright, copyright registration or application relating thereto, of any third person,
firm or corporation;


 


4.9.2.2 There are no outstanding or threatened,
governmental hearings, arbitrations, disputes or other judicial or adversary proceedings or disagreements with respect to any of
the Trademarks and Licenses; and


 


4.9.2.3 Upon the consummation of the Closing,
Buyer will be vested with all rights, title and interest, and rights and authority to use all of the Trademarks and Licenses.


 


Section 4.10 Contracts and Obligations.
Schedule 1.1.6 includes an accurate and complete list as of the date hereof and as of the Closing Date, of the Contracts and identifies
each Contract by the parties thereto and the date, subject matter and term thereof and the status of any such renewal. All Contracts
are valid and binding upon Seller. The parties agree to execute assignments of the contracts of Seller at Closing. Any monies,
including but not limited to service and support receivables, generated from Seller's purchase orders and contracts received or
generated prior to closing shall be Seller. Buyer shall be liable for any and all contracts and purchase orders obtained from Seller
from the date of closing thereon and additional service and support contracts are the responsibility of Buyer. With respect to
each of the Contracts, neither Seller, nor any other party thereto is in breach thereof or default thereunder, and there does not
exist any event, condition or omission which would constitute such breach or default (whether by lapse of time or notice or both),
except for such breaches, defaults and events as to which requisite waivers or consents have been obtained. Buyer shall have no
obligation to retain any employee and there are no employment contracts that will be binding on Buyer after Closing.


 


Section 4.11 Litigation. There are no
claims, actions, suits, hearings, arbitrations, disputes, proceedings (public or private) or governmental investigations pending
or threatened, against or affecting the Assets, at law or in equity, before or by any federal, state, municipal or other governmental
or non-governmental department, commission, board, bureau, agency, court or other instrumentality, or by any private person or
entity, there is no basis for any such action, suit or proceeding, and there are no existing or overtly threatened, orders, judgments
or decrees of any court or governmental agency affecting any of the Assets. There are no legal, administrative, arbitration or
other proceedings or governmental investigations pending or overtly threatened, against Seller or the Assets which seeks to enjoin
or rescind the transactions contemplated by this Agreement or otherwise prevent Seller from complying with the terms and provisions
of this Agreement.




 






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Section 4.12 Third Party Consents. Schedule
4.12 hereto lists all approvals, authorizations, certificates and consents of all third parties necessary or required to effect
the transfer to Buyer of all the rights, powers and franchises of Seller related to the Assets.


 


Section 4.13 Permits; Compliance; Reports; Clearances. Intentionally
Deleted.


 


Section 4.14 Government
Authorizations. Execution, delivery and performance of this Agreement by Seller, and consummation of the transactions contemplated
hereby, will not require any consent, approval, authorization, or permit from, or any filing with or notification to, any United
States, foreign, state or local governmental or regulatory authority.


 


Section 4.15
Taxes. As used in this Agreement, "Taxes" and all derivations thereof means any federal, state, local
or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits,
environmental, customs, duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability,
real property, personal property, sales, use, ad valorem, transfer, registration, value added, alternative or add-on minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto. However, for purposes of
this Section 3.15, Taxes shall include only Taxes (i) that are or may become liens on the Assets or (ii) for which Buyer is or
may become liable as the purchaser of the Assets. The term "Tax Returns" shall include all federal, state, local and
foreign returns, declarations, statements, reports, schedules, and information returns required to be filed with any taxing authority
in connection with any Tax or Taxes. Seller has timely filed all Tax Returns and reports required to have been filed by it, and
has paid all Taxes due to any taxing authority required to have been paid by it on or prior to the date hereof. None of such Tax
Returns contain, or will contain, a disclosure statement under Section 6662 of the Code (or any equivalent or predecessor statute).
Seller has not received notice that the Internal Revenue Service or any other taxing authority has asserted or proposed to assert
against Seller any deficiency or claim for Taxes and no issue has been raised by any taxing authority in any audit which, by application
of similar principles, reasonably could be expected to result in a proposed deficiency of Seller for any period not so examined.
There are no pending or threatened, actions, audits, proceedings or investigations with respect to Seller involving the assessment
or collection of Taxes. There are no liens for Taxes due and payable upon the Assets. Seller has not applied for a ruling relating
to Taxes from any taxing authority or entered into any closing agreement with any taxing authority. None of the Assets is or will
be required to be treated as (i) owned by another person pursuant to the safe harbor leasing provisions of the Code or (ii) property
subject to Section 168(t), (g) or (h) of the Code. At Closing, Seller will pay all Taxes, if any, due upon the transfer of the
Assets.




 






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Section 4.15.1Seller is an Illinois S
corporation as defined in Code Section 1361. The only shareholder of Seller is Beerup.


 


Section
4.16 Customers and Suppliers. A list of all customers and suppliers of the Seller are set forth on Schedule 4.16.
No single supplier (singularly a "Supplier" and collectively "Suppliers") is of material importance
to Seller. The relationships of Seller with its material customers and its Suppliers are good commercial working relationships.
No material customer or Supplier (i) has canceled or threatened in writing to cancel or otherwise modify its relationship with
Seller, or (ii) to the best of Seller's knowledge, intends to cancel or otherwise modify its relationship with Seller. The acquisition
of the Assets by Buyer will not, to the best knowledge of Seller, adversely affect the relationship of Buyer (as successor to
the owner of the Assets) with any such Suppliers or material customers.


 


Section
4.17 Brokers. LGI Business has acted for Seller in connection with this Agreement or the transactions contemplated hereby.
Seller is obligated to pay a commission pursuant to separate agreement to LGI Business in connection with the transactions contemplated
by this Agreement. Seller agrees to indemnify, defend and hold Buyer harmless from and against all claims, demands, actions, liabilities,
damages, costs and expenses (including reasonable attorneys' fees) arising from a claim for a fee or commission made by any broker
claiming to have acted by or on behalf of Seller in connection with the transactions contemplated by this Agreement.


 


Section
4.18 Disclosures. No statement, representation or warranty made by Seller in this Agreement, in any Exhibit hereto or Schedule
delivered hereunder, or in any certificate, statement, list, schedule or other document furnished or to be furnished to Buyer
hereunder, contains any untrue statement of a material fact, or fails to state a material fact necessary to make the statements
contained herein or therein, in light of the circumstances in which they are made, not misleading.


 


Section 4.19 Audit/Inspections. Buyer has the
right to have an audit and such other inspection(s) as it deems reasonably necessary performed on the Seller's accounting books,
accounting system and financial statements for the last two fiscal years and year to date financials and on the Assets. Buyer must
conduct the audit or inspections, if at all, before Closing. Seller must make a good faith effort to respond to any reasonable
request for information within 24 hours of the request. This request can include filling out surveys, questionnaires and forms
and responding to emails or telephone calls. Seller will not charge Buyer for any work in connection with audit or inspections.
If Buyer, in its sole discretion, is dissatisfied with any audit or inspection, and so notifies Seller in writing on or before
ten (10) days after signing this Agreement, then Seller shall have the opportunity to respond within ten (10) days of any response
of Buyer's dissatisfaction. If the parties cannot reach a resolution, then this Agreement shall be null and void Buyer shall be
responsible for any accountant, CPA, or financial assistance it employs.




 






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ARTICLEV


REPRESENTATIONS AND WARRANTIES OF BUYER


 


Buyer hereby represents and warrants to Seller, as of the date hereof,
and as of the Closing Date, as follows:


 


Section 5.1 Organization. Buyer is a
corporation duly incorporated, validly existing and in good standing under the laws of Michigan, and has the requisite corporate
power and authority to own, operate or lease the properties that Buyer requires to carry on its businesses in all material respects
as such is now being conducted. Buyer shall notify, change, and file all necessary corporate documents with the appropriate States,
including, but not limited to the registered agent, within ten (10) days of the closing date.


 


Section 5.2 Corporate Authorization.


 


Section
5.2.1 Authority. Buyer has all requisite corporate power and authority to enter into and perform this Agreement and to consummate
the transactions contemplated hereby. This Agreement is a valid and binding obligation of Buyer, enforceable in accordance with
its terms. This Agreement and all transactions contemplated hereby have been duly authorized by all requisite corporate authority
and all corporate proceedings required to be taken by the Buyer to authorize and to carry out this Agreement and the transactions
contemplated hereby have been duly and properly taken. The execution and delivery of this Agreement and the performance by the
Buyer of its obligations hereunder will not conflict with or violate any provisions of, or result in a default or acceleration
of any obligation under, any mortgage, lease, contract, agreement, indenture, or other instrument or undertaking, or other instrument
or undertaking or any order, decree or judgment to which the Buyer is a party or by which it or its property is bound.


 


Section 5.2.2 No Breach or Violation.
Execution, delivery and performance of this Agreement by Buyer and consummation of the transactions contemplated hereby will not
cause a breach or default or otherwise conflict with any term or provision of the following: (a) Buyer's Certificate of incorporation
or By-laws; (b) any court or administrative order, writ or injunction or process, or any consent decree to which Buyer is a party
or is bound (i) where such violation, breach or default would have a material adverse effect on the business, results of operations
or financial condition of Buyer, or (ii) except as to which required consents, amendments or waivers shall have been obtained by
Buyer prior to the Closing for any such violation, breach or default.


 


Section 5.3 Brokers. No broker or finder
has acted for Buyer in connection with this Agreement or the transactions contemplated hereby. Buyer has not paid or become obligated
to pay any fee or commission to any broker, finder, investment banker or other intermediary in connection with the transactions
contemplated by this Agreement.


 


ARTICLE VI


COVENANTS


 


Section 6.1 Seller's Affirmative Covenants.
With respect to the Assets, except as may be agreed in writing by Buyer, Seller shall at all times from the date hereof through
the Closing Date use its commercially reasonable efforts to take all actions proper and advisable in order to consummate the transaction
contemplated by this Agreement, including without limitation




 






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Section 6.1.1 Operate the Assets in the ordinary
course of business and use its best efforts to preserve and protect the goodwill, rights, properties, assets and business organization
of Seller and to prevent the occurrence of any event or condition which would have a material adverse effect on the Assets or the
financial condition or results of operations of Seller;


 


Section 6.1.2 Use its best efforts to preserve
and protect the present goodwill and relationships of Seller with creditors, suppliers, customers, licensors, licensees, contractors,
distributors, lessors and lessees and others having business relationships with it;


 


Section 6.1.3 Maintain clear unencumbered title
to the Assets and use its reasonable best efforts to maintain all tangible Assets in good and customary repair, order and condition,
reasonable wear and tear and damage by fire and other casualty excepted and promptly repair, restore or replace any Assets which
are damaged or destroyed by fire or other casualty, whether insured or uninsured. In the event Seller shall fail to replace or
repair any such damaged or destroyed Assets to the reasonable satisfaction of Buyer, Buyer by written notice to Seller may terminate
this Agreement and the down payment shall be immediately returned to Buyer.


 


Section 6.1.4 Comply in all material respects
with all applicable Federal, state, foreign and local laws, rules and regulations germane to the Seller and to this sales transaction;


 


Section 6.1.5 Maintain the books and records
of Seller in the usual and ordinary course consistent with past practices in such manner as is necessary to ensure satisfaction
of the representations and warranties set forth in Article IV of this Agreement and in a manner that fairly and accurately reflects
its income, expenses, assets, and liabilities in accordance with generally accepted accounting principles consistently applied;


 


Section 6.1.6 File all Tax Returns required
to be filed and make timely payment of all Taxes shown to be due on such returns;


 


Section 6.1.7 Obtain, prior to the Closing
Date or within ten (10) days after closing, all consents, approvals and waivers, including all such consents, approvals or waivers
required to be obtained from the government (whether federal, state or local) its customers, vendors, suppliers, lessors, and consents
of the other parties to the Contracts and any teaming agreements, partnerships or other arrangements between Seller and any other
person or entity, necessary or required to vest in Buyer all of Seller's rights and title to, and interest in, the Assets in conformity
with the representations and warranties of Seller herein;


 


Section 6.1.8 Promptly notify Buyer in writing of any material adverse change in the Assets of which it has
knowledge, or any material adverse change, of which it has knowledge, with respect to the relationships of Seller and its employees
or its creditors, suppliers, customers, subcontractors, licensors, licensees, lessors and lessees, and others having business relationships
with it;




 






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Section 6.1.9 Promptly notify Buyer in
writing of the institution or receipt of any material claim, action, suit, inquiry, proceeding, notice of violation, demand letter,
subpoena, government audit or disallowance by or before any court or governmental or other regulatory or administrative agency;
and





Section 6.1.10 Seller agrees to cause all of its hosting accounts
to be assigned to Buyer's AWS Amazon account within 5 days of Closing.





Section 6.1.11 Promptly supplement or
amend and deliver to Buyer the Schedules that Seller is required to prepare hereunder with respect to any matter arising hereafter
which, if existing or occurring as at the date of this Agreement, would have been required to have been set forth and described
in such Schedule. No supplement or amendment of a Schedule made pursuant to this Section 6.1.10 shall be deemed to cure any intentional
fraud or deliberate breach of any representation or warranty made in this Agreement but shall cure any inadvertent or negligent
breach of any representation or warranty or covenant made in this Agreement.


 


Section
6.22  Seller's Negative Covenants. With respect to Seller and the Assets, Seller will not do the following, without
the written consent of Buyer, from the date hereof through the Closing Date:





Section 6.2.1 Incur or agree to incur
any obligation or liability (absolute or contingent) in connection with any of the Assets, except liabilities arising out of, incurred
in connection with, or related to the consummation of this Agreement;





Section 6.2.2 Sell, transfer, assign,
license or otherwise dispose of, or encumber in any way, any of the Assets except in the ordinary course of business, consistent
with past practices;





Section
6.2.3 Amend in a material respect, modify in a material respect, or terminate any of the Contracts;


 


Section 6.2.4 Waive or cancel any of its material rights
or claims relating to the Assets; or


 


Section
6.2.5 Seek, solicit or agree to any offer for the sale of the Assets or any material part thereof, or seek, solicit or agree to
any merger of Seller with any other entity whereby Seller or its successor shall not be fully capable of and obligated to perform
all of Seller's obligations under this Agreement;


 


Section
6.2.6 Undertake any transaction, including, but not limited to, the incurring of any indebtedness for borrowed money, except in
the ordinary course of business, consistent with past practices;


 


Section 6.2.7 Offer or enter into any contract, understanding,
plan, or agreement to take any action described in this Section 6.2








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Section 6.6 Tax Matters.


 


Section 6.6.1 Seller Obligations. Seller acknowledges
its legal obligations to pay Taxes relating to all items of income, loss, gain, deduction and credit attributable to or relating
to the ownership of the Assets up to and including the Closing Date, including but not limited to any taxes, assessments and other
amounts payable for all periods prior to the Closing Date.


 


Section 6.6.2 Buyer Obligations. Buyer acknowledges
its legal obligations to pay Taxes relating to all items of income, loss, gain, deduction and credit attributable to or relating
to ownership of the Assets after the Closing Date.


 


Section 6.6.3 Tax on Transaction. Seller
shall pay any and all Taxes imposed upon or assessed against Seller by the federal government due to the sale, of the Assets under
this Agreement. Seller shall promptly file when due any and all returns with respect to such Taxes, assessments, fees, charges
or penalties. Seller shall pay all sales or other taxes, if any, imposed by the State of Missouri or Illinois or any political
subdivisions thereof because of the sale of the Assets under this Agreement and all excise taxes and stamp taxes.


 


Section 6.7 Further Assurances. Seller
and Buyer shall each use commercially reasonable efforts to take all actions necessary, proper, or deemed by them advisable, to
fulfill promptly their obligations hereunder and to consummate the transactions contemplated by this Agreement. Seller and Buyer
will coordinate and cooperate with each other in exchanging such information and supplying such reasonable assistance as may be
requested by the other in connection with the foregoing. From time to time after the Closing, each party will, at the expense of
the other party, execute and deliver, or cause to be executed and delivered within a reasonable time frame often (10) days, such
documents to the other party as the other party may reasonably request in order to more effectively consummate the transactions
contemplated by this Agreement.


 


Section 6.8 Confidentiality. Buyer acknowledges
that Seller would be irreparably damaged if confidential information concerning Seller or the Assets were disclosed to or utilized
by any person to the detriment of Seller prior to the Closing or if the Closing does not occur. Therefore, Buyer shall not, at
any time prior to the Closing, or at any time if the Closing does not occur, directly or indirectly, without the prior written
consent of Seller, make use of or divulge, or permit any of its affiliates, employees or agents to make use of or divulge, any
information concerning the Assets, or the financial or other affairs of Seller that would be used to the detriment of Seller, including
without limitation, the Customer Information and Know-How, except to the extent required by law or in order to preserve or enforce
its rights under this Agreement. Seller acknowledges that Buyer would be irreparably damaged if confidential information concerning
Buyer or the Assets were disclosed to or utilized by any person to the detriment of Buyer. Therefore, Seller shall not, at any
time directly or indirectly, without the prior written consent of Buyer, make use of or divulge, or permit any of its affiliates,
employees or agents to make use of or divulge, any information concerning the Assets, the Assets or the financial or other affairs
of Buyer that could be used to the detriment of Buyer, including without limitation, the Customer Information and Know-How, except
to the extent required by Jaw or in order to preserve or enforce its rights under this Agreement.




 






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Section 6.9 Searches. At least five
(5) days prior to Closing, Seller shall obtain and deliver to Buyer:


 


Section 6.9.1 Current Uniform Commercial Code
(at Buyer's cost) and Federal and State Tax Lien searches (State and County) (at Seller's cost) showing any liens of any nature
that may affect the interest of Seller and Beerup.


 


Section 6.9.2 Current State, Federal and Bankruptcy
pending suit and judgment searches (at Seller's cost) showing any judgments or suits that may affect the interest of Seller and
Beerup.


 


ARTICLE VII


CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER


 


Section 7.1 Conditions. The obligations of
Buyer under this Agreement to perform Articles I and ll herein shall be subject to the fulfillment, to its reasonable satisfaction,
on or prior to the Closing Date, of all of the following conditions precedent:


 


Section 7.1.1 Inspection. This Agreement
is contingent on Buyer or Buyer's agents and/or representatives inspecting, reviewing and approving the Assets and examining any
other aspects of the business of Seller (Buyer's Due Diligence), including without limitation, Buyer's on site inspection(s), within
ten (10) days of the full execution of this Agreement. In the event Buyer in its sole discretion is dissatisfied with the condition
of the Assets or Seller's business, and so notifies Seller before the end of the Buyer's Due Diligence time period, as stated in
Section 4.19, then this Agreement shall be null and void.


 


Section 7.1.2 Representations and Warranties.
All representations and warranties of Seller contained in this Agreement and in all certificates, schedules and other documents
delivered by Seller to Buyer or its representatives pursuant to this Agreement and or in connection with the transactions contemplated
hereby shall be true, complete and accurate in all material respects as of the date when made and as of the Closing Date with
the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except for
changes expressly permitted by this Agreement.


 


Section 7.1.3 No Material Adverse Change.
During the period from the date hereof to the Closing Date, Seller shall not have sustained any material loss or damage to the
Assets, whether or not insured, nor shall there have been any material adverse change in the Assets or business of Seller. In the
event of any such change, Buyer, upon written notice at or prior to Closing, may terminate this Agreement.


 


Section 7.1.4 Schedules Delivered. All
Schedules to be delivered prior to Closing to Buyer by Seller hereunder shall have been so delivered with time sufficient for Buyer's
review and in no event later than two (2) business days prior to Closing, and each such Schedule shall be satisfactory in form,
and content, to Buyer, such satisfaction to be determined at Buyer's reasonable discretion. To the extent Seller updates any such
Schedule immediately prior to Closing, each such update shall be satisfactory in form, and content, to Buyer, such satisfaction
to be determined at Buyer's reasonable discretion.




 






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Section 7.1.5 No Adverse Facts Disclosed.
No investigation of Seller by Buyer, no disclosure Schedule, and no other document delivered to Buyer in connection with this Agreement
shall have revealed any facts and circumstances that reflect in a material adverse way on the Assets.


 


Section 7.1.6 Obtaining of Consents and
Approvals. Except as otherwise contemplated by this Agreement, Seller shall have executed and delivered to Buyer, or shall
have caused to be executed and delivered, any consents, waivers, approvals, permits, licenses or authorizations which, if not obtained
on or prior to the Closing Date, would have a material adverse effect on the Assets.


 


Section 7.1.7 Performance by Seller.
Seller shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required
by this Agreement to be performed or complied with by Seller on or before the Closing Date.


 


Section 7.1.8 Absence of Litigation.
There shall not be in effect any order enjoining or restraining the transactions contemplated by this Agreement, and there shall
not be instituted or pending any action or proceeding before any Federal, state or foreign court or governmental agency or other
regulatory or administrative agency or instrumentality (i) challenging the acquisition by Buyer of the Assets or otherwise seeking
to restrain, materially condition or prohibit consummation of the transactions contemplated by this Agreement, or seeking to impose
any material limitations on any provision of this Agreement, or (ii) seeking to compel Buyer or Seller to dispose of or hold separate
a material portion or the Assets as a result of the transactions contemplated by this Agreement.


 


Section 7.1.9 Officer's Certificates.
Buyer shall have received a certificate, dated the Closing Date, executed on behalf of Seller by an appropriate officer stating
that the representations and warranties set forth herein continue to be true and correct in all material respects and that the
warrants and conditions set forth herein are true and correct and/or have been satisfied.


 


Section 7.1.10 Agreements Not to Compete.
Buyer shall have received the delivery of duly executed, valid and binding Agreements Not to Compete from Seller and Beerup in
form and substance reasonably acceptable to Buyer.


 


Section 7.1.11 Delivery of Documents.
The execution and delivery to the Buyer by Seller of the following, all dated as of the Closing Date:


 


7.1.11.1 A Bill of Sale with respect to the
Assets in the form requested by Buyer; and all other documents required by the terms of this Agreement to be executed and delivered
by Seller;


 


7.1.11.2 Such other conveyances, instruments
of title, assignments, consents, recordings, and other documents as may be, in the reasonable opinion of the Buyer, necessary
or proper to transfer to Buyer ownership of the Assets and rights being acquired by Buyer hereunder;




 






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7.1.11.3
Certified resolutions of the Board of Directors and all shareholders, of Seller duly authorizing the execution and delivery of
this Agreement and the performance by Seller of its obligations hereunder;




 





7.1.11.4 for all assumed contracts,
if any; A duly executed Assignment and Assumption Agreement


 


7.l.11.5Certificates of good standing of Seller
issued by the Secretary of the States of Illinois and Missouri dated within I0 days of the Closing Date;


 


7.1.11.6
All files pertaining to the prepaid maintenance contracts, including without limitation, all vouchers, invoices, bills and paid
receipts, if any, in the possession of Seller to be picked up by Buyer at Seller's office;


 


7.1.11.7UCC, State and Federal Tax Lien and State
and Federal (including bankruptcy) Pending Suit and Judgment searches covering Seller and Beerup;


 


7.1.11.8
Officer's Certificates, dated the Closing Date, executed on behalf of Seller by an appropriate officer stating that the representations
and warranties set forth herein continue to be true and correct in all material respects and that the conditions set forth herein
have been satisfied;


 


7.1.11.9
Duly executed documentation, if any, for the transfer of the Telephone Number and web hosting from the Seller to the Buyer and
a transfer of all related advertising and promotional materials;




 





7.l.11.10An Affidavit listing all suppliers and creditors of
Seller and amounts due, if any;


 





7.1.11.11A Stop Order or a satisfaction
(tax clearance) of all sales, income and other taxes due from all applicable taxing authorities as of the actual date of
Closing;


 


7.l.11.l2 A clearance
from all applicable State departments regarding employment security/unemployment;


 


7.1.11.13 Consulting Agreements;


 


7.1.11.14 Agreements Not
to Compete




 





7.1.11.l5Payment by Seller of any applicable State
or local tax(es) regarding the transfer of the Assets; and


 


7.1.11.16 Such other documents, instruments and certificates
as may be reasonably requested by Buyer or its counsel to effectuate the transactions contemplated by this Agreement.


 






    	-19-



    	 



    

 





or all of the conditions set forth in Section
7.l of this Agreement, provided that such waiver granted by the Buyer pursuant to this Section 7.2 shall have no effect upon or
as against any of the other conditions not so waived.


 


ARTICLE VIII


CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER


 


Section 8.1 Conditions. The obligations of
Seller under this Agreement to perform Articles I and II herein shall be subject to the fulfillment, to its reasonable satisfaction,
on or prior to the Closing Date, of all of the following conditions precedent:


 


Section 8.1.1 Representations and Warranties.
The representations and warranties of the Buyer contained in this Agreement shall be true and correct in an material respects on
and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as
of the Closing Date.


 


Section 8.1.2 Performance by Buyer.
Buyer shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required
by this Agreement to be performed or complied with by Buyer on or before the Closing Date.


 


Section 8.1.3 Officer's Certificates.
Seller shall have received a certificate, dated the Closing Date, executed on behalf of Buyer by an appropriate officer stating
that the representations and warranties set forth in Article V hereof continue to be true and correct in all material respects
and that the conditions set forth in this Article VIII hereof have been satisfied


 


Section 8.1.4 Absence of Litigation. There shall not be in effect any judicial
or regulatory order enjoining or restraining the transactions contemplated by this Agreement.




 


Section
8.1.5 Delivery of Documents. The execution and delivery to Seller by the Buyer.


 





8.1.5.1 Certified resolutions
of the directors of Buyer duly authorizing the execution and delivery of this Agreement and the performance by Buyer of its obligations
hereunder;


 


8.1.5.2 Such documents
including the Note, instruments and certificates as may be reasonably requested by Seller or its counsel to effectuate the transactions
contemplated by this Agreement.


 


Section 8.2 Waiver.
Seller may, in its sole discretion, waive in writing fulfillment of any or all of the conditions set forth in Section 7.I of this
Agreement, provided that such waiver granted pursuant to this Section 8.2 shall not constitute a waiver by Seller of any other
conditions not so waived.




 













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ARTICLE IX


 INDEMN[FICATION


 


Section 9.1Survival of Certain Provisions.


 


Section 9.1.1 Survival of Representations
and Warranties. Each and every such representation and warranty shall survive Closing and remain in full force and effect until
the first anniversary of the Closing Date, except for those representations and warranties made in connection with or arising out
of the first two sentences of Section 4.6, (Title) and Section 4.15 (Taxes) (collectively, the "Non-Expiring Warranties"),
which shall survive Closing and remain in full force and effect either (i) until expiration of any rights of Buyer or any third
party under law or equity with respect thereto, it being understood and agreed that Buyer, upon written notice to Seller, may waive
or toll any applicable statute of limitation in Buyer's sole discretion, or (ii) for an indefinite period without end if no statute
of limitation applies.


 


Section 9.1.2 Covenants and Indemnification
Provisions. Each of Seller's covenants and each of Seller's indemnification provisions contained herein shall survive Closing
and remain in full force and effect in accordance with its terms until the first anniversary of the Closing Date. Each of Buyer's
covenant shall survive Closing and remain in full force and effect in accordance with its terms until the first anniversary of
the Closing Date.




 






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Section 9.2 Seller's Indemnification of
Buyer. After the Closing Date, Seller shall indemnify and hold Buyer harmless on demand for, from and against all losses, actual
damages, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature
whatsoever (including without limitation the costs and expenses of any and all investigations, actions, suits, proceedings, demands,
assessments, judgments, settlements and compromises relating thereto, and reasonable attorneys' and others fees in connection therewith)
("Losses") resulting or arising, directly or indirectly from the following: (a) Any inaccuracy or misrepresentation in,
or breach or nonfulfillment of, any representation or warranty of Seller or any breach or nonfulfillment of any covenant of Seller,
contained in this Agreement, in any Exhibit or Schedule delivered hereunder by Seller, or in any certificates or documents delivered
by Seller pursuant to this Agreement; (b) Any and all employment obligations and excluded liabilities including but not limited
to all liabilities delineated in Section 1.3 (whether or not disclosed to Buyer); and (c) The use, ownership or operation of the
Assets or the conduct of business prior to Closing.


 


Section 9.3 Buyer's Indemnification of Seller.
Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any damages (including without limitation, reasonable
attorney's fees and costs) arising from or in connection with:


 


Section 9.3.1 any material breach of any representation
or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant
to this Agreement not cured by Buyer within 30 days after written notice from Seller;


 


Section 9.3.2 any material breach of any covenant
or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant
to this Agreement not cured by Buyer within 30 days after written notice from Seller;


 


Section 9.3.3 any claim by any person for brokerage
or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such
person with Buyer (or any person acting on Buyer's behalf) in connection with this transactions.


 


Section 9.3.4 After the Closing Date, Buyer
shall indemnify and bold Seller and Beerup harmless on demand for, from and against all losses, actual damages, liabilities, claims,
demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including without
limitation the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments,
settlements, and compromises therewith) resulting directly or indirectly from the following (a) any inaccuracy or misrepresentations
in, or breach of nonfulfillment of, any representation of Buyer or any breach or nonfulfillment of any covenant of Buyer contained
in this Agreement, in any Exhibit, or in any documents delivered by Buyer pursuant to this Agreement, (b) any obligations, liabilities,
or debts of Buyer, and (c) The use, ownership, or operation of the Assets or the conduct of the business after Closing.


 


Section 9.4 Matters Involving Third Parties.


 






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Section 9.4.1 If any third party notifies any
Party (the "Indemnified Party") with respect to any matter (a "Third-Party Claim") that may give
rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this §9.4, then
the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the
part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder
unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.


 


Section 9.4.2 Any Indemnifying Party shall
have the right to defend the Indemnified Party against the Third-Party Claim with counsel of its choice satisfactory to the Indemnified
Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party
has given notice of the Third-Party Claim that the Indemnifying Party shall indemnify the Indemnified Party from and against the
entirety of any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature
of, or caused by the Third-Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable
to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim
and fulfill its indemnification obligations hereunder, (C) the Third-Party Claim involves only money damages and does not seek
an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not,
in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to
the conti nuing business interests or the reputation of the Indemnified Party, and (E) the


Indemnifying Party conducts the defense of the Third-Party Claim
actively and diligently.


 


Section 9.4.3 So long as the Indemnifying Party
is conducting the defense of the Third-Party Claim in accordance with §9.4.2 above, (A) the indemnified Party may retain separate
co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim, (B) the Indemnified Party shall
not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior
written consent of the Indemnifying Party (not to be unreasonably withheld) and (C) the Indemnifying Party shall not consent to
the entry of any judgment on or enter into any settlement with respect to the Third Party Claim without the prior written consent
of the Indemnified Party (not to be unreasonably withheld).


 


Section 9.4.4 In the event any of the conditions
in §9.4.2 above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry
of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate
(and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith),
(B) the IndemnifYing Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the
Third-Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties shall remain responsible
for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or
caused by the Third-Party Claim to the fullest extent provided in this Article IX.




 






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ARTICLE X


TERMINATION


 


Section 10.1 Termination Events. Subject
to the provisions of Section 9.2, this Agreement may, by written notice given at or prior to the Closing in the manner hereinafter
provided, be terminated and abandoned only as follows:


 


Section 10.1.1 By Seller, upon written notice,
if a material default or breach shall be made by the Buyer, with respect to the due and timely performance of any of the Buyer's
covenants and agreements contained herein, or with respect to the due compliance with any of Buyer's representations and warranties,
as applicable, unless such default has been cured prior to Closing or has been waived by Seller in writing;


 


Section 10.1.2 By written mutual consent of
Seller and Buyer; or


 


Section 10.1.3 In addition to, and not in limitation
of its termination rights regarding Due Diligence and Financing, Buyer may terminate this Agreement by giving written notice to
Seller at any time prior to the Closing in the event a material default or breach made by Seller, with respect to the due and timely
performance of any of the Seller's covenants and agreements contained herein, or with respect to the due compliance with any of
Seller's representations and warranties, as applicable, unless such default has been cured prior to Closing or has been waived
by Buyer in writing.


 


Section 10.1.4 Closing Date. On July
30, 2014 or such earlier or later date as may be agreed upon by the parties.


 


Section 10.2 Effect of Termination.
In the event this Agreement is terminated pursuant to Section 10.1 herein, all further rights and obligations of the parties hereunder
shall terminate, and neither Buyer nor Seller, nor any of their affiliates, nor any of the respective directors, officers or employees
of Buyer or Seller or their affiliates shall have any liability to any of the others; it being specifically agreed that if this
Agreement is so terminated by either Buyer or Seller because one or more of the conditions to its obligations hereunder as set
forth in Articles VI and VIf herein is not satisfied as a result of the other party's failure to comply with its obligations under
this Agreement, the rights of the terminating party to pursue all legal remedies for breach of contract and damages shall survive
such termination and the breaching party shall be fully liable for any and all damages, costs and expenses sustained or incurred
by the terminating party as a result of such breach. Notwithstanding the foregoing, Seller's sole remedy upon a breach of this
Agreement by Buyer shall be termination of this Agreement.


 


ARTICLE XI


 MISCELLANEOUS


 


Section 11.1 Expenses. Except as otherwise provided in
this Agreement, Buyer shall pay Buyer's own costs and expenses (including all legal, accounting, broker, finder and investment
banker fees) relating to this Agreement, the negotiations leading up to this Agreement, and the closing of the transaction contemplated
by this Agreement. Seller shall pay all liabilities of Seller and of Beerup for costs and expenses (including but not limited to
legal fees, paralegal fees, CPA fees, and similar expenses) that Seller and Beerup have incurred in connection with the consummation
of the transaction contemplated hereby.






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Section 11.2 Amendment.
This Agreement shall not be amended or modified except by a writing duly executed by Seller and Buyer.


 


Section 11.3 Entire
Agreement. This Agreement, including the Exhibits hereto and the Schedules delivered hereunder, contain all of the terms,
conditions and representations and warranties agreed upon by the parties relating to the subject matter of this Agreement and
supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written,
respecting such subject matter.


 


Section 11.4 Notices.
All notices, requests, demands and other communications made in connection with this Agreement shall be in writing and shall be
deemed to have been duly given on the date of delivery, if delivered by hand or by telex or telecopy (with machine confirmation)
to the persons identified below, or three (3) days after mailing if mailed by certified or registered mail, postage prepaid, return
receipt requested, addressed as follows:


 


If to Buyer:Shaun Passley


205 W. Wacker Dr., Suite 1320


Chicago, Illinois 60606


Fax (312) 873-4283


 


With a copy to: 


Daniel M. Loewenstein


Evans, Loewenstein, Shimanovsky


& Moscardini, Ltd.


130 South Jefferson Street, Suite 350


Chicago, Illinois 60661


Fax (312) 466-0819


 


If to Seller:


Timothy Beerup


 


 


With
a copy to:


 


 


 


 


 


 


Such addresses may be changed, from time to time, by means of a
notice given in the manner provided in this Section. Copies to counsel shall not constitute notice.


 


Section 11.5 Severability. If any term,
provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall be held to be
invalid or unenforceable to any extent in any jurisdiction, then the remainder of this Agreement and the application of such term,
provision, condition or covenant in any other jurisdiction or to persons or circumstances other than those as to whom or which
it is held to be invalid or unenforceable, shall not be affected thereby, and each term, provisions, condition and covenant of
this Agreement shall be valid and enforceable to the fullest extent permitted by law. Cumulative Remedies. The remedies
provided herein are cumulative and not exclusive and shall not preclude assertion by either party hereto of any other rights or
the seeking of any other remedies against the other party.




 






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Section
11.6 Waiver. Waiver of any term or condition of this Agreement by either of the respective parties shall only be effective if in
writing and shall not be construed as a waiver of any subsequent breach or failure of the same term or condition, or a waiver of
any other term or condition, of this Agreement.


 


Section
11.7 Successors and Assigns. The rights, liabilities and obligations of the parties hereto arising under this Agreement shall attach
to and be binding upon the respective parties' successors and assigns.


 


Section
11.8 Assignment. .This Agreement shall not be assignable by Seller without first having obtained the prior written consent of the
Buyer not unreasonably withheld or unduly delayed.


 


Section
11.9 No Third Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any person or entity who is not a party
to this Agreement.


 


Section
11.10 Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each
counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.


 


Section
11.11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois
and of the United States without giving effect to the doctrine of conflicts of laws.


 


Section
11.12 Attorneys' Fees. In the event any proceeding is instituted by any of the parties hereto for the enforcement of any of the
rights or remedies in and under this Agreement, the party in whose favor an award shall be rendered shall be entitled to recover
from the losing party or parties all costs reasonably incurred by said prevailing party in said action, including, but not limited
to, reasonable attorneys' and court costs.


 


Section 11.13 JURISDICTION
AND VENUE. THE PARTIES HEREBY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT
SHALL BE LITIGATED IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS, OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS. THE PARTIES HEREBY EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
PROCEEDING. THE PARTIES WAIVE ANY CLAIM THAT CHICAGO, ILLINOIS OR THE NORTHERN DISTRICT OF ILLINOIS IS AN INCONVENIENT FORUM
OR AN IMPROPER FORUM BASED ON LACK OF VENUE.


 


 



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Section 11.14 EXECUTION AND DELIVERY


 


lN WITNESS WHEREOF,
the parties hereto have executed and delivered this Agreement with legal and binding effect as of the date and year first
above written.


 


 


  


 







 






    	27



    	 



    

 





EXHIBIT
A







 





 


 


 


 






    	28



    	 



    

 


PROMISSORY NOTE


 


Principal Amount:
$85,000.00


 


Date: June 30, 2014


 


FOR
VALUE RECEIVED, the undersigned, Telecorp Products, Inc. by Shaun Passley, President ("Borrower"), promises to pay to
Timothy Beerup payable to Timothy Beerup, Inc. ("Beerup"), the Legal Holder of this Note, the principal sum EIGHTY
FIVE THOUSAND AND N0/100 DOLLARS ($85,000.00), with interest on the unpaid balance from July 30,2014 until paid, at the rate
of six percent (6%) per annum. The principal and interest shall be payable in consecutive monthly installments of $2,585.86, with
each payment made applied to the interest then due and the balance applied to principal. Payments are due on the 30th day of each
month, beginning July 30, 2014, and continuing until the entire indebtedness evidenced hereby is fully paid, except that any remaining
indebtedness, if not sooner paid, shall be due and payable on the 30th day of June, 2015. On June 30, 2015, the entire remaining
unpaid principal balance together with interest due thereon shall become immediately due and payable. THIS IS A BALLOON NOTE.
Monthly payments are due on the 30th day of each month beginning July 30, 2014 payable to Timothy Beerup, Inc. and mailed to Timothy
Beerup at 2101 West Broadway, Suite 168, Columbia, Missouri 65203 or as designed by the Legal Holder of this Note to Borrower
in writing.


 


The undersigned
has a right to prepay this Note in whole or in part, without any penalties. Any partial prepayment shall not extend or postpone
the due date of any subsequent monthly installment or change the amount of such installments.


 


In
case of the failure of the undersigned to pay any installment due under this Note specified above, principal and interest shall
be demanded in writing by the legal holder hereof with notice to the undersigned. If the undersigned fails to pay pursuant to this
Note, the legal holder has the option to file suit in Boone County, Missouri against the undersigned requesting reasonable attorney
fees and reasonable costs or the option, to continue to collect interest at six percent (6%) per annum on the Note until paid in
full and the undersigned continue with monthly installments as stated above. If the undersigned fails to perform any of the terms,
covenants, or conditions of this Note, or in the event of insolvency, bankruptcy, or receivership of the undersigned, then, or
at any time thereafter, at the discretion of Timothy Beerup, the entire unpaid principal balance of this Note, with all interest
thereon, together with all other indebtedness owing from the undersigned to Timothy Beerup shall become due and payable and shall
thereafter bear interest at the rate of six (6%) percent per annum. If it becomes necessary in the opinion of Timothy Beerup to
employ counsel to enforce or collect this Note, the undersigned agrees to pay all costs, service fees, charges, disbursements,
and reasonable attorney's fees incurred by Timothy Beerup in collecting and enforcing payment of this Note.


 


In the case of failure
of the undersigned to pay the balloon payment on June 30, 2015 (date of default) to Timothy Beerup, Timothy Beerup may at his
option obtain Epazz, Inc. Claim A common stock on the total amount due and owing, based on a twenty-five percent (25%) discount
based on the closing average bid on the last five (5) trading days prior to the date of default.


 






    	29



    	 



    

 





Timothy
Beerup may assign this Note at his sole discretion. The undersigned shall not assign this Note without the prior written consent
of Timothy Beerup. Any such attempted assignment without such written consent shall be null and void. In the event that Timothy
Beerup approves any such assignment, then the undersigned shall not be relieved of any of its obligations hereunder and shall remain
fully liable for the balance of the Note.


 


This
Note shall be construed and enforced according to and be governed by the laws of the State of Missouri. In any action to enforce
the terms of this Note, the undersigned and Timothy Beerup agree to submit to the jurisdiction of the Courts of the State of Missouri,
and that venue for any action arising out of this Note or the parties' performance hereunder shall be laid in Boone County, Missouri.
The failure of Timothy Beerup to exercise any option or any right to which he may be entitled shall not constitute a wavier of
the right to exercise the option or any right in the event of any subsequent default.


 


The
terms of this Note shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors,
and permitted assigns.


 


If
any provision of this Note or application hereof to any person or circumstance which, for any reason, and to any extent, is determined
to be invalid or unenforceable, neither the remainder of this Note nor the application of such provision to any other person or
circumstance shall be affected by it, rather the same shall be enforced to the fullest extent permitted by law.


 


This Note shall be guaranteed
by Epazz, Inc., an Illinois corporation by President Shaun Passley, which is attached hereto and incorporated herein.


 


 


 


TELECORP PRODUCTS, INC., a Michigan corporation


 


 


 


_______________________________________________


By:Shaun Passley, President


 


 


 



    	30



    	 



    




 





STATE OF  _________________________________)


) ss.


COUNTY OF ________________________________)


 


On this
_________________ day of _________________________________ , 2014, before me personally appeared SHAUN PASSLEY, President of
Telecorp Products, Inc. a Michigan corporation, to me known to be the person described in and who executed the foregoing Note,
and acknowledged that he did so as his free act and deed as said President of Telecorp Products, Inc.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on the day and year first above written.


 


 


 


 


_______________________________________ 


                     NOTARY PUBLIC


 


My commission expires: _____________________________________







 


 


 


 






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EXHIBIT B


 


CONSULTING
AGREEMENT


 


AGREEMENT NOT
TO COMPETE







 


 


 


 


 


 


 


 


 


 


 


 


 






    	 



    	 



    

 


 


 


 






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