Exhibit
10.21


 


ASSET
ACQUISITION AGREEMENT


 


Between


 


CanB
Corp.,


 


Radical
Tactical LLC,


 


And


 


Imbibe
Health Solutions, LLC


 




    	 



    	 



    

 






TABLE
OF CONTENTS


 


	1.	ACQUISITION
    OF THE ASSETS	4
	 	1.01.	ACQUISITION
    OF THE ASSETS 	4
	 	1.02.	NO
    ASSUMPTION OF LIABILITIES FROM THE TRANSFEROR	4
	 	1.03.	CONSIDERATION
    FOR THE ASSETS	4
	 	1.04.	CLOSING	4
	 	1.05.	TAX
    TREATMENT	4
	 	 	 	 
	2.	 	REPRESENTATIONS
    OF THE TRANSFEROR REGARDING THE ASSETS	5
	 	 	 	 
	3.	 	REPRESENTATIONS
    OF THE TRANSFEROR REGARDING THE TRANSFEROR	5
	 	3.01.	ORGANIZATION	5
	 	3.02.	AUTHORIZATION	6
	 	3.03.	RESERVED	6
	 	3.04.	ABSENCE
    OF UNDISCLOSED LIABILITIES	6
	 	3.05.	LITIGATION	6
	 	3.06.	INVENTORY	6
	 	3.07.	INTANGIBLE
    PROPERTY	7
	 	3.08.	LEASES	8
	 	3.09.	REAL
    ESTATE	8
	 	3.10.	SUBSIDIARIES	8
	 	3.11.	RESERVED	8
	 	3.12.	CONTRACTS
    AND COMMITMENTS	8
	 	3.13.	COMPLIANCE
    WITH AGREEMENTS AND LAWS	9
	 	3.14.	INTELLECUTAL
    PROPERTY WHICH RELATE TO ASSETS	9
	 	3.15.	TRANSFEROR
    BENEFIT PLANS	12
	 	3.16.	CUSTOMERS
    AND SUPPLIERS	12
	 	3.17.	CONFLICTS
    OF INTEREST	12
	 	3.18.	OPERATION
    OF THE BUSINESS	13
	 	3.19.	EMPLOYEE
    RELATIONS	13
	 	3.20.	FULL
    DISCLOSURE	13
	 	3.21.	LEGEND	13
	 	3.22.	SHARES	14
	 	 	 	 
	4.	REPRESENTATIONS
    OF THE TRANSFEREREE AND ISSUER	14
	 	4.01.	ORGANIZATION
    AND AUTHORITY	14
	 	4.02.	CAPITALIZATION
    	14
	 	4.03.	AUTHORIZATION	14
	 	4.04.	LITIGATION	15
	 	4.05.	BROKER’S
    FEE	15


 




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	5.	ACCESS
    TO INFORMATION	15
	 	 	 	 
	6.	CONDITIONS
    TO OBLIGATIONS OF THE TRANSFEREE	15
	 	6.01.	CONTINUED
    TRUTH OF REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR; COMPLIANCE WITH COVENANTS AND OBLIGATIONS	15
	 	6.02.	PERFORMANCE
    BY THE TRANSFEROR	16
	 	6.03.	Corporate
    Proceedings	16
	 	6.04.	POST
    CLOSING OPERATIONS	16
	 	6.05.	ADVERSE
    PROCEEDINGS	16
	 	6.06.	CLOSING
    DELIVERIES 	16
	 	 	 	 
	7.	CONDITIONS
    TO OBLIGATIONS OF THE TRANSFEROR	17
	 	7.01.	CONTINUED
    TRUTH OF REPRESENTATIONS AND WARRANTIES OF THE TRANSFEREE; COMPLIANCE WITH COVENANTS AND OBLIGATIONS	17
	 	7.02.	CORPORATE
    PROCEEDINGS	17
	 	7.03.	CONSENTS	17
	 	7.04.	ADVERSE
    PROCEEDINGS	17
	 	 	 	 
	8.	INDEMNIFICATION	17
	 	8.01.	GENERAL	17
	 	8.02.	CLAIMS
    FOR INDEMNIFICATION	18
	 	8.03.	DEFENSE
    BY THE INDEMNIFYING PARTY	19
	 	8.04.	SURVIVAL
    OF REPRESENTATIONS; CLAIMS FOR INDEMNIFICATION	19
	 	8.05.	SOLE
    REMEDY	20
	 	 	 	 
	9.	RESTRICTIVE
    COVENANTS	20
	 	9.01.	CONFIDENTIALITY	20
	 	9.02.	NON-COMPETE	20
	 	9.03.	ADDITIONAL
    TERMS	20
	 	 	 	 
	10.	TERMINATION
    OF AGREEMENT	21
	 	10.01.	TERMINATION
    BY AGREEMENT OF THE PARTIES	21
	 	10.02.	TERMINATION
    BY REASON OF BREACH	21
	 	 	 	 
	11.	NOTICES	21
	 	 	 
	12.	SUCCESSORS
    AND ASSIGNS	22
	 	 	 
	13.	ENTIRE
    AGREEMENT; AMENDMENTS; ATTACHMENTS	22
	 	 	 
	14.	SEVERABILITY	22
	 	 	 
	15.	EXPENSES	23
	 	 	 
	16.	GOVERNING
    LAW/JURISDICTION	23
	 	 	 
	17.	SECTION
    HEADINGS	23
	 	 	 
	18.	COUNTERPARTS	23
	 	 	 
	19.	CONSULTATION
    WITH INDEPENDENT COUNSEL	23


 




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Exhibits


 


	Exhibit
    A 	-
    	Purchased
    Assets
	Exhibit
    B 	-
    	Bill
    of Sale 
	Exhibit
    C	-
    	Inventory
    List


 


Schedules



 


	3.07
    	-
    	Intangible
    Property
	3.12	-
    	Contracts
    and Commitments 
	3.14	-
    	Intellectual
    Property Contracts
	3.14(ii)
    	-
    	Confidentiality
    Agreements
	3.14(iii)
    	-
    	Noncompetition
    Agreements
	3.5(b)(ii)
    	-
    	Assignment
    Agreements
	3.14(b)(iii)
    	-
    	URL’s
	3.14(c)
    	-
    	Trademarks
	3.14(d)
    	-
    	Copyrights
	3.16
    	-	 Customers
    and Suppliers 
	4.02
    	-
    	Capitalization
    of Transferee and Issuer 


 




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ASSET
ACQUISITION AGREEMENT


 


Agreement
(the “Agreement”) made as of the ___th day of February, 2021 by and between, Can B Corp., a Florida corporation (the
“Issuer”), Radical Tactical LLC, a Nevada limited liability company (the “Transferee,” a wholly owned
subsidiary of the Issuer) and Imbibe Health Solutions, LLC, a Delaware limited liability company (the “Transferor”).


 


PRELIMINARY
STATEMENT


 


The
Transferee desires to acquire, and the Transferor desires to transfer certain of the Transferor’s assets including without
limitation all of its operating intellectual property assets for the consideration in the transaction contemplated hereunder.


 


NOW,
THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereby agree as follows:


 


1.
ACQUISITION OF THE ASSETS


 


1.01.
ACQUISITION OF THE ASSETS. Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions
contemplated by this Agreement (the “Closing”), Transferor shall sell, assign, convey and transfer to Transferee,
Transferor’s entire right, title and interest in and to the assets as set forth Exhibit A (the “Purchased Assets”),
together with all goodwill associated therewith, for use and registration by Transferor (collectively, the “Assets”),
and the products held for sale by the Transferor which are used in the ordinary course of the Transferor’s business (the
“Inventory”, and together with the Purchased Assets, the “Assets”).


 


1.02.
NO ASSUMPTION OF LIABILITIES FROM THE TRANSFEROR. Upon and subject to the terms and conditions of this Agreement, the Transferee
and Issuer shall assume no liabilities from the Transferor.


 


1.03.
CONSIDERATION FOR THE ASSETS. In consideration for the sale and transfer of the Assets, and subject to the terms and conditions
of this Agreement, the Issuer shall, on the Closing Date pay the gross consideration of Sixty Five Thousand Dollars ($65,000)
in the form of shares of common stock of the Issuer (with standard restricted legend, the “Shares”) at a price per
share equal to the average price of the common stock of Issuer during the ten consecutive trading days immediately preceding the
Closing Date.


 


1.04.
CLOSING. The Closing shall take place at the offices of Transferee, on a date and at a time to be determined, or at such other
place, time or date (including by the exchange of facsimile and/or PDF signatures) as may be mutually agreed upon in writing by
the parties (the “Closing Date”).


 




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2.
REPRESENTATIONS OF THE TRANSFEROR REGARDING
THE ASSETS 


 


The
Transferor represents and warrants to the Transferee as follows:


 


(a)
The Transferor has good and marketable title to the Assets, free and clear of any and all liens, charges, encumbrances or third-party
rights whatsoever. If any such encumbrances exist at or prior to Closing they shall be released by such secured party at or prior
to Closing. The use of the Assets is not subject to any Lien, and such use does not encroach on the property or rights of any
Person.


 


(b)
The Transferor has the full right, power and authority to enter into, and execute this Agreement and to transfer, convey and sell
to the Transferee the Assets at the Closing. All corporate action of Transferor necessary for such execution and delivery and
the performance hereof and thereof has been duly taken and, upon consummation of the purchase contemplated hereby, the Transferee
will acquire from the Transferor good and marketable title to the Assets.


 


(c)
The Transferor is not a party to, subject to or bound by any agreement (other than an agreement requiring certain notices and
consents which have been given or obtained, as applicable) or any judgment, order, writ, prohibition, injunction or decree of
any court or other governmental body which would prevent the execution or delivery of this Agreement by the Transferor or the
transfer, conveyance and sale of the Assets or the assignment of the Assigned Liabilities to the Transferee pursuant to the terms
hereof.


 


(d)
No broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based
upon agreements, arrangements or understandings made by or on behalf of the Transferor.


 


(e)
The Assets constitute all of the assets and services required for the continued operation of the Business by Transferor as operated
by Transferor during the past 12 months. The Purchased Assets, taken as a whole, constitute all the properties and assets relating
to or used or held for use in connection with the Business during the past 12 months (except for inventory sold, cash disposed
of or retained, accounts receivable collected, prepaid expenses realized, Contracts fully performed, properties or assets replaced
by equivalent or superior assets, in each case in the ordinary course of business). There are no assets or properties used in
the operation of the Business that are owned by any Person other than Transferor that will not be licensed or leased to Transferee
under valid, current license arrangements or leases.


 


3.
REPRESENTATIONS OF THE TRANSFEROR REGARDING
THE TRANSFEROR


 


The
Transferor represents and warrants to the Transferee as follows:


 


3.01.
ORGANIZATION. The Transferor is duly organized, validly existing and in good standing under the laws of the State of ________________,
and has all requisite power and authority to own its properties, to carry on its business as now being conducted, to execute and
deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby.







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3.02.
AUTHORIZATION. The execution and delivery by the Transferor of this Agreement and the agreements provided for herein, and the
consummation by the Transferor of all transactions contemplated hereunder and thereunder by the Transferor, have been duly authorized
by all requisite company action. This Agreement has been duly executed by the Transferor. This Agreement and all other agreements
and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Transferor is
a party constitute the valid and legally binding obligations of the Transferor, enforceable against it in accordance with their
respective terms. The execution, delivery and performance by the Transferor of this Agreement and the agreements provided for
herein, and the consummation by the Transferor of the transactions contemplated hereby and thereby, will not, with or without
the giving of notice or the passage of time or both, (a) to the Transferor’s actual knowledge, violate the provisions of
any law, rule or regulation applicable to the Transferor; (b) (Reserved); (c) violate any judgment, decree, order or award of
any court, governmental body or arbitrator; or (d) conflict with or result in the breach or termination of any term or provision
of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon
the properties or assets of the Transferor pursuant to, any indenture, mortgage, deed of trust, security agreement or other instrument
or agreement to which the Transferor is a party or by which the Transferor or any of its properties is or may be bound.


 


3.03.
RESERVED.


 


3.04.
ABSENCE OF UNDISCLOSED LIABILITIES.


 


The
Transferor retains any and all liability and/or obligation, secured or unsecured whether accrued, absolute, contingent, unasserted
or otherwise, except as expressly set forth herein.


 


3.05.
LITIGATION.


 


(a)
there is no action, suit or proceeding to which the Transferor is a party (either as a plaintiff or defendant) pending or to the
Transferor’s actual knowledge, threatened before any court or governmental agency, authority, body or arbitrator and, to
the actual knowledge of the Transferor, there is no basis for any such action, suit or proceeding;


 


(b)
neither the Transferor nor, to the actual knowledge of the Transferor, any officer, director or Transferor of the Transferor,
has been permanently or temporarily enjoined by any order, judgment or decree of any court or any governmental agency, authority
or body from engaging in or continuing any conduct or practice in connection with the business, assets, or properties of the Transferor;
and


 


(c)
to the Transferor’s actual knowledge, there is not in existence on the date hereof any order, judgment or decree of any
court, tribunal or agency enjoining or requiring the Transferor to take any action of any kind with respect to its business, assets
or properties.


 


3.06.
INVENTORY.


 


Exhibit
C attached hereto sets forth: (i) a true, correct and complete, in all material respects, list the Inventory owned by the
Transferor as of the date hereof; Except as disclosed in Exhibit C the Transferor has good and marketable title to the
Inventory, liens, leases, encumbrances, claims under bailment and storage agreements, equities, conditional sales contracts, security
interests, charges and restrictions, except for liens, if any, for personal property taxes not due; and no officer or director,
nor, to the actual knowledge of the Transferor, any member or Transferor of the Transferor, or any spouse, child or other relative
or affiliate thereof, owns directly or indirectly, in whole or in part, any of the Inventory described in Exhibit C.


 




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3.07.
INTANGIBLE PROPERTY.


 


Schedule
3.07 attached hereto sets forth a true, correct and complete, in all material respects, list and, where appropriate, a description
of, all Assets which constitute material items of intangible property owned by, or used or useful in connection with the business
of, the Transferor, including, but not limited to, supplier and customer lists and related relationships, product formula and
production processes, research and development and work in progress, trade secrets, know-how, any other confidential information
of the Transferor, United States and foreign patents, trade names, trademarks, trade name and trademark registrations, copyrights
and copyright registrations, and applications for any of the foregoing (the “Intangible Property”);transferred hereby.
and a true, correct and complete list of all material licenses or similar agreements or arrangements to which the Transferor is
a party, either as licensee or licensor, with respect to the Intangible Property. Except as otherwise disclosed in Schedule
3.07:


 


(a)
the Transferor is the sole and exclusive owner of all right, title and interest in and to the Intangible Property and all designs,
permits, labels and packages used on or in connection therewith.


 


(b)
the Transferor has the right and authority to use, and the Transferee shall have the right to continue to use immediately after
the Closing (in a manner consistent with current use), the Intangible Property in connection with the conduct of the Transferor’s
business in the manner presently conducted, and to the actual knowledge of the Transferor, such use or continuing use does not
and will not conflict with, infringe upon or violate any rights of any other person, corporation or entity;


 


(c)
the Transferor has not received notice of, and does not have actual knowledge of any basis for, a pleading or threatened claim,
interference action or other judicial or adversarial proceeding against the Transferor that any of the operations, activities,
products, services or publications of the Transferor or any of its customers or distributors infringes or will infringe any patent,
trademark, trade name, copyright, trade secret or other property right of a third party, or that it is illegally or otherwise
using the trade secrets, formulae or property rights of others;


 


(d)
there are no outstanding nor, to the actual knowledge of the Transferor, any threatened disputes or other disagreements with respect
to any research and development in process or licenses or similar agreements or arrangements described in Schedule 3.07
or with respect to infringement by a third party of any of the Intangible Property;


 


(e)
no officer or director of the Transferor nor, to the actual knowledge of the Transferor, any member or Transferor of the Transferor,
or any spouse, child or other relative or affiliate thereof, owns directly or indirectly, in whole or in part, any of the Intangible
Property; and


 




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(f)
the Transferor does not have any actual knowledge that any third party is infringing, or has threatened to infringe upon or otherwise
violate, any of the Intangible Property in which the Transferor has ownership rights.


 


3.08.
LEASES.


 


The
Transferor is not the lessee of any leased property.


 


3.09.
REAL ESTATE.


 


The
Transferor does not own any real property or any interest in real property.


 


3.10.
SUBSIDIARIES.


 


Transferor
does not own, directly or indirectly, any interest or investment (whether equity or debt) in any Person (excluding natural persons).


 


3.11.
RESERVED.


 


3.12.
CONTRACTS AND COMMITMENTS.


 


(a)
Schedule 3.12 attached hereto contains a true, complete and correct list of the following contracts, agreements, arrangements
or other understandings, whether written or oral (collectively, the “Contracts”) which relate to the Assets being
sold:


 


(i)
all Contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Transferor or any
of its property is bound which (A) involve payments or receipts by the Transferor of more than $5,000 in the case of any single
contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered
by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a
Material Adverse Effect;


 


(ii)
all material agency, distributor, sales representative, franchise or similar agreements to which the Transferor is a party or
by which the Transferor or any of its property is bound;


 


(iii)
all Contracts imposing a non-competition or non-solicitation obligation on the Transferor; and


 


(iv)
any other material agreements or contracts entered into by the Transferor, excluding all non-disclosure agreements between Transferor
and Third Parties.


 


(b)
Except as set forth on Schedule 3.12:


 


(i)
each Contract is a valid and binding agreement of the Transferor, enforceable against the Transferor in accordance with its terms,
and the Transferor does not have any actual knowledge that any Contract is not a valid and binding agreement of the other parties
thereto, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material
Adverse Effect.


 




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(ii)
the Transferor has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Transferor,
on its part prior to the date hereof, and the Transferor, has no reason to believe that the Transferor will not be able to fulfill,
when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure
to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse
Effect;


 


(iii)
the Transferor is not in breach of or default under any Contract, and no event has occurred which with the passage of time or
giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge
or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected
to result in a Material Adverse Effect; and


 


(iv)
to the actual knowledge of the Transferor, there is no existing breach or default by any other party to any Contract, and no event
has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result
in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such
breach, default or events that would not reasonably be expected to result in a Material Adverse Effect.


 


3.13.
COMPLIANCE WITH AGREEMENTS AND LAWS.


 


To
its actual knowledge, the Transferor has all requisite licenses, permits and certificates, including environmental, health and
safety permits, from federal, state and local authorities necessary to conduct its business and own and operate its Assets (collectively,
the “Permits”) other than as would not be reasonably be expected to have a Material Adverse Effect. To its actual
knowledge, the Transferor is not in violation in any material respect of any law or regulation relating to its Assets. To the
Transferor’s actual knowledge, the business of the Transferor as conducted since the date the business commenced operations
has not violated, and on the date hereof does not violate, in any material respect, any federal, state, local or foreign laws,
regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, immigration,
occupational safety, environmental protection, hazardous waste, conservation, or corrupt practices), the enforcement of which
would have a Material Adverse Effect.


 


3.14
INTELLECTUAL PROPERTY WHICH RELATE TO THE ASSETS.


 


(a)
Intellectual Property Contracts.


 


(i)
Schedule 3.14 hereto contains a complete and accurate list and summary description, including any royalties paid or received
by Transferor, of all effective Contracts relating to the Intellectual Property to which Transferor is a party or by which Transferor
is bound, except for any license implied by the sale of a product and perpetual, paid-up royalty free and transferable license
rights for ‘off-the-shelf’ third party application software or Software-as-a-Service that Transferor licenses for
use in the Transferor’s business, in any individual case, under a license with a maximum payment obligation on the part
of Transferor of less than $1,000 (the “Intellectual Property.”). There are no outstanding or, to the actual knowledge
of the Transferor, threatened disputes or disagreements with respect to any such Contract. Except for any rights under written
licenses or other written Contracts related to the Intellectual Property, no current or former employee of Transferor and no other
Person owns or has any proprietary, financial or other interest, direct or indirect, in whole or in part, and including any right
to royalties or other compensation, in any of the Intellectual Property, or in any application therefor.


 




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(ii)
All key employees and consultants of Transferor who are involved in the design, review, evaluation or development of the Intellectual
Property have executed a nondisclosure and assignment of inventions agreement (a “Confidentiality Agreement”), as
listed on Schedule 3.14(ii).


 


(iii)
None of the employees or consultants of Transferor is subject to any contractual or legal restrictions that might interfere with
the use of his or her best efforts to promote the interests of the Transferor’s business. No employee of Transferor has
entered into any Contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or
requires the employee to transfer, assign or disclose information concerning his or her work to anyone other than Transferor.
Schedule 3.14(iii) hereto lists all currently effective Contracts between Transferor and a third party that imparts or
that imparted an obligation of noncompetition, secrecy, confidentiality or non-disclosure upon Transferor or any third party.
Except as described in Schedule 3.14(iii) hereto, Transferor has no reason to believe that Transferor or any employee thereof
either is or was under any obligation of non-competition, secrecy, confidentiality or non-disclosure to any third party.


 


(iv)
To the Knowledge of Transferor, no employee or consultant of Transferor (1) has used any other Persons’ Trade Secrets or
other information that is confidential in the course of his or her work or (2) is, or is currently expected to be, in Default
under any term of any Contract relating to the Intellectual Property, or any Confidentiality Agreement or any other Contract or
any restrictive covenant relating to the Intellectual Property, or the development or exploitation thereof.


 


(b)
Know-How Necessary for the Transferor’s Business.


 


(i)
The Intellectual Property constitutes all of the Intellectual Property that has been used or relied upon in the operation of the
Transferor’s business during the past 12 months and continues to be necessary for the operation of the business of the Transferor.
Transferor is the owner of all right, title and interest in and to each item of the Intellectual Property, and has the right to
use all of the Intellectual Property without payment to a third party.


 


(ii)
Set forth in Schedule 3.14(b)(iii) hereto is a complete and correct list of all URL’s used in the operation of the
Transferor’s business and a description of all of Transferor’s rights with respect thereto.


 




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(c)
Trademarks which relate to the Assets


 


(i)
Schedule 3.14(c) hereto contains a complete and accurate list and summary description of all Trademarks in which Transferor
has an ownership interest. Transferor is the owner of all right, title and interest in and to each of the Trademarks.


 


(ii)
All Trademarks that have been registered with the US Patent and Trademark Office are currently in compliance with all formal legal
requirements (including the timely post-registration applications), are valid and enforceable, and are not subject to any maintenance
fees or Taxes or actions falling due within 90 days after the Effective Date.


 


(iii)
No Trademark has been or is, to the actual knowledge of the Transferor, now involved in any opposition, invalidation or cancellation
and no such action is threatened with respect to any of the Trademarks.


 


(iv)
To the actual knowledge of the Transferor, there is no potentially interfering trademark or trademark application of any third
party.


 


(v)
No Trademark is infringed or, to the actual knowledge of the Transferor, has been challenged or threatened in any way. Transferor
does not infringe, nor has Transferor been alleged to infringe, any trade name, trademark or service mark of any third party.


 


(vi)
All products and materials containing a Trademark bear the proper federal registration notice where permitted by Law.


 


(d)
Copyrights which relate to the Assets.


 


(i)
Schedule 3.14(d) hereto contains a complete and accurate list and summary description of all Copyrights which the Transferor
has registered or for which an application to register is in process in which Transferor has an ownership interest. Transferor
is the owner of all right, title and interest in and to each of its Copyrights, free and clear of any Lien.


 


(ii)
All of the Copyrights have been registered and are currently in compliance with formal legal requirements, are valid and enforceable,
and are not subject to any maintenance fees or Taxes or actions falling due within 90 days after the date of Closing.


 


(iii)
No Copyright which the Transferor has registered or for which an application to register is in process has, to the Knowledge of
Transferor, been infringed or has been challenged or threatened in any way. Transferor does not infringe, nor has Transferor been
alleged to infringe, any copyright of any third party or a derivative work based on the work of at third party.


 


(iv)
All works encompassed by the Copyrights have been marked with the proper copyright notice.


 




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(e)
Trade Secrets, Formulas, Recipes, Customer Lists, Artwork, Social Media.


 


(i)
With respect to each Trade Secret, the documentation relating to such Trade Secret is current, accurate, and sufficient in detail
and content to identify and explain it and to allow its full and proper use without reliance on the knowledge or memory of any
individual.


 


(ii)
Transferor has taken all reasonable precautions to protect the secrecy, confidentiality and value of its Trade Secrets. Transferor
has good title and an absolute right to use its Trade Secrets. Its Trade Secrets are not part of the public knowledge or literature,
and have not been used, divulged, or appropriated either for the benefit of any Person (other than Transferor) or to the detriment
of the Transferor’s business. No Trade Secret is subject to any adverse claim or has been challenged or threatened in any
way.


 


(f)
Totality of Intellectual Property Filings. Other than as set forth in Schedules 3.14 (such schedules are collectively hereinafter
referred to as the “IP Schedules”) hereof includes all of the Intellectual Property owned or controlled by Transferor
on or prior to the Closing Date with respect to the Assets used in the Transferor’s business during the previous 12 months.
Other than as set forth in the IP Schedules hereof, there are no other United States or unpublished foreign filings owned or controlled
by Transferor filed prior to the Effective Date, which claims pertain in any way to Transferor’s Intellectual Property,
nor does Transferor have any present intention to make such filings.


 


(g)
Products. Each product manufactured, sold or otherwise delivered by the Transferor, or that is included in the inventory that
is part of the Assets (the “Products”) has been in conformity with all applicable contractual commitments and all
express and implied warranties and has been tested for safety, and labeled with all required warnings, in accordance with all
applicable Laws. There have been no product recalls or withdrawals by the Transferor or tampering incidents relating to any Products.


 


3.15
TRANSFEROR BENEFIT PLANS.


 


The
Transferor does not have, and has never had, any employee benefit plans.


 


3.16
CUSTOMERS AND SUPPLIERS.


 


With
respect to the Assets, Schedule 3.16 attached hereto sets forth a true, correct and complete list of (a) the name of each
customer of the Transferor, and (b) the names of suppliers(by dollar volume) of the Transferor. Except as otherwise set forth
on Schedule 3.16, the Transferor has good customer and supplier relations and none of the customers or suppliers of the
Transferor has notified the Transferor that it intends to discontinue or materially diminish its relationship with the Transferor.


 


3.17
CONFLICTS OF INTEREST.


 


No
officer, director nor, to the actual knowledge of the Transferor, any affiliate of any such person, now has or within the last
three (3) years had, either directly or indirectly:


 


(a)
an equity or debt interest in any corporation, partnership, joint venture, association, organization or other person or entity
which furnishes or sells or during such period furnished or sold services or products to the Transferor or purchases or during
such period purchased from the Transferor any goods or services, or otherwise did business with the Transferor during such period;
or


 




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(b)
a beneficial interest in any contract, commitment or agreement to which the Transferor was a party or under which any of them
is or was obligated or bound or to which any of their respective properties may be or may have been subject, other than stock
options and other contracts, commitments or agreements between the Transferor and such persons in their capacities as employees,
officers or directors of the Transferor.


 


3.18
OPERATION OF THE BUSINESS.


 


The
Business has been conducted only through Transferor and not through any other divisions or any direct or indirect subsidiary or
Affiliate of Transferor, and (b) no part of the Business has been operated by any Person other than Transferor. No Person other
than Transferor owns or possesses any assets or properties that have been used in the Business. Neither Transferor nor any Affiliate
of Transferor, engages, directly or indirectly, in any business activities that are competitive with the Business.


 


3.19
EMPLOYEE RELATIONS.


 


The
Transferor is not involved in any labor dispute nor, to the knowledge of the Transferor, is any such dispute threatened, for the
nonpayment of wages, taxes or otherwise. The Transferor is not a party to a collective bargaining agreement, and the Transferor
believes that relations with their employees are good.


 


3.20
FULL DISCLOSURE.


 


There
are no intentionally materially misleading statements in any of the representations and warranties made by Transferor in this
Agreement, the Exhibits or Schedules to this Agreement, or any certificates or correspondence.


 


3.21
LEGEND.


 


The
Transferor acknowledges and agrees that the certificate (or certificates) representing the Shares, shall bear the following legend:


 


“THE
SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH ALL APPLICABLE FEDERAL AND STATE
SECURITIES LAWS.”


 




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3.22
SHARES.


 


The
Transferor is aware: (a) the Shares are restricted and there is a limited market in which to trade the Shares, (b) has had a chance
to review the business and financials of the Issuer and has reviewed the filings made by the Issuer with the SEC, (c) has had
the opportunity to consult with counsel as to receipt of the Shares, (d) is sophisticated and or has experience investing in shares
of development stage companies like the Issuer, (e) the Transferor’s financial condition is such that the Transferor can
afford to bear the economic risk of holding the Shares for an indefinite period of time and has adequate means for providing for
the Transferor’s current needs and personal contingencies, (f) the Transferor can afford to suffer a complete loss of its
investment in the Shares, (g) the Transferor understands and has taken cognizance of all risk factors related to the receipt of
the Shares, (h) the Shares are being acquired by the Transferor for his or her own account, not as nominee or agent, and not with
a view to the resale or distribution of any part thereof in violation of the Securities Act, (i) the Transferor has no present
intention of selling or otherwise distributing the Shares in violation of the Securities Act, and (j) at the time of this Agreement,
the Transferor is sophisticated and or has experience investing in shares of development stage companies like the Company.


 


4.
REPRESENTATIONS OF THE TRANSFEREE AND ISSUER


 


The
Transferee and Issuer represents and warrants to the Transferor that:


 


4.01.
ORGANIZATION AND AUTHORITY.


 


The
Transferee and Issuer are both duly organized, validly existing and in good standing under the laws of the State of their respective
formation, and have all requisite power and authority (corporate and other) to own its properties and to carry on its business
as now being conducted. The Transferee and Issuer have full power to execute and deliver this Agreement and the agreements contemplated
herein, and to consummate the transactions contemplated hereby and thereby.


 


4.02.
CAPITALIZATION.


 


Attached
hereto as Schedule 4.02 is the capitalization of the Transferee and Issuer.


 


4.03.
AUTHORIZATION.


 


The
execution and delivery of this Agreement by the Transferee and Issuer, and the agreements provided for herein, and the consummation
by the Transferee and Issuer of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate
action. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the
transactions contemplated hereby constitute the valid and legally binding obligations of the Transferee and Issuer, enforceable
against the Transferee and Issuer in accordance with their respective terms. The execution, delivery and performance of this Agreement
and the agreements provided for herein, and the consummation by the Transferee and Issuer of the transactions contemplated hereby
and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any
law, rule or regulation applicable to the Transferee and Issuer, (b) violate the provisions of the Transferee and Issuer’s
formation documents, (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator, or (d) conflict
with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration
under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Transferee and Issuer pursuant
to, any indenture, mortgage, deed of trust or other agreement or instrument to which the Transferee and Issuer is a party or by
which the Transferee and Issuer is or may be bound.


 




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4.04.
LITIGATION.


 


There
is no suit, claim, action or legal administrative, arbitration or order, proceeding or governmental investigation pending or,
to the actual knowledge of the Transferee and Issuer, threatened, to which the Transferee and Issuer is a party.


 


4.05.
BROKER’S FEE.


 


No
broker or finder has acted for the Transferee and Issuer in connection with this agreement or the transactions contemplated hereby,
and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions
based upon agreements, arrangements or understandings made by or on behalf of the Transferee and Issuer.


 


5.
ACCESS TO INFORMATION


 


From
the date of this Agreement until the Closing Date, each party shall afford the officers, manager, attorneys, accountants and other
authorized representatives of the other party reasonable access upon reasonable notice and during normal business hours to all
management personnel, offices, properties, books and records, so that the examining party may have an opportunity to make such
investigation as it shall desire to make of the management, business, properties and affairs of the non-examining party, and the
examining party shall be permitted to make abstracts from, or copies of, all such books and records. The non-examining party shall
furnish to the examining party such financial and operating data and other information as to the business of the non-examining
party as the examining party shall reasonably request.


 


6.
CONDITIONS TO OBLIGATIONS OF THE TRANSFEREE
AND ISSUER


 


The
obligations of the Transferee and Issuer under this Agreement are subject to the fulfillment, at the Closing Date, of the following
conditions precedent, each of which may be waived in writing in the sole discretion of the Transferee and Issuer:


 


6.01.
CONTINUED TRUTH OF REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR; COMPLIANCE WITH COVENANTS AND OBLIGATIONS.


 


All
representations and warranties of the Transferor shall be true and correct in all material respects on and as of the Closing Date
as though such representations and warranties were made on and as of such date (except where such representations are made as
of a specific date in which case such representations shall be true and correct as of such date), except for any changes permitted
by the terms hereof or consented to in writing by the Transferee and Issuer. The Transferor shall have performed and complied
with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or
complied with by it prior to or at the Closing Date.


 




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6.02.
PERFORMANCE BY THE TRANSFEROR.


 


At
the Closing, the Transferor shall have delivered to the Transferee and Issuer a certificate signed by a duly authorized officer
of the Transferor as to the Transferor’s compliance with Section 6.01 hereof.


 


6.03.
Corporate Proceedings. 


 


All
consents required to be taken on the part of the Transferor to authorize or carry out this Agreement shall have been taken and
the Transferor shall have delivered to the Transferee and Issuer a copy of the resolutions of its Managers and Members, authorizing
the execution, delivery and performance of this Agreement and the transactions contemplated hereby.


 


6.04.
POST CLOSING OPERATIONS.


 


Transferor
acknowledges that it will not conduct operations of its business in the ordinary and usual course of business and consistent with
past and current practices following the Closing.


 


6.05.
ADVERSE PROCEEDINGS.


 


No
action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental
body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement
or which might affect the right of the Transferor to transfer the Assets.


 


6.06.
CLOSING DELIVERIES.


 


At
the Closing:


 


(a)
The Transferor shall deliver to the Transferee, or shall otherwise put the Transferee in sole and exclusive control of, all Assets
free and clear all liens or encumbrances;


 


(b)
each Party shall deliver to the other a certificate of the applicable secretary of the State as to the legal existence and good
standing of such Party in such state within 30 days after Closing;


 


(c)
each Party shall deliver to the other a certificate of an officer of the Party attesting to the authenticity and continuing validity
of the charter documents delivered pursuant to this Agreement.


 


(d)
Each Party shall deliver to the other resolutions approving the terms and transactions contemplated of this Agreement from the
Party’s board directors or managers as applicable;


 


(e)
the Transferor shall deliver to the Transferee a Bill of Sale, in substantially the form attached hereto as Exhibit B,
duly executed by an authorized officer of the Transferor; and


 




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(f)
the Transferor shall deliver to the Transferee a copy of a final Inventory list, determined in accordance with Section 1.03, and
attached hereto as Exhibit C (the “Inventory List”), duly executed by an authorized officer of the Transferor.


 


7.
CONDITIONS TO OBLIGATIONS OF THE TRANSFEROR


 


The
obligations of the Transferor under this Agreement are subject to the fulfillment, at the Closing Date, of the following conditions
precedent, each of which may be waived in writing in the sole discretion of the Transferor:


 


7.01.
CONTINUED TRUTH OF REPRESENTATIONS AND WARRANTIES OF THE TRANSFEREE; COMPLIANCE WITH COVENANTS AND OBLIGATIONS.


 


The
representations and warranties of the Transferee in this Agreement shall be true on and as of the Closing Date as though such
representations and warranties were made on and as of such date (except where such representations are made as of a specific date,
in which case such representations shall be true and correct as of such date), except for any changes consented to in writing
by the Transferor. The Transferee shall have performed and complied with all terms, conditions, covenants, obligations, agreements
and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date.


 


7.02.
CORPORATE PROCEEDINGS.


 


All
corporate and other proceedings required to be taken on the part of the Transferee to authorize or carry out this Agreement shall
have been taken.


 


7.03.
CONSENTS.


 


The
Transferee shall have received all requisite consents and approvals of all lenders, and other third parties whose consent or approval
is required in order for the Transferee to consummate the transactions contemplated by this Agreement.


 


7.04.
ADVERSE PROCEEDINGS.


 


No
action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental
body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement
or which might reasonably be expected to adversely affect the obligation of the Transferee to pay the Consideration to the Transferor.


 


8.
INDEMNIFICATION


 


8.01.
GENERAL.


 


(a)
By the Transferor. The Transferor shall indemnify and hold harmless the Transferee and Issuer, its directors, officers,
employees and agents (the “Transferee Indemnitees”) from and against all actual claims, damages, losses,
liabilities, costs and expenses including, without limitation, settlement costs and any reasonable legal, accounting or other
expenses for investigating or defending any actions or threatened action (but expressly excluding indirect, incidental,
exemplary, special, consequential or punitive damages (including, without limitation, diminution in value, loss of future
revenue or income, or loss of business reputation or opportunity)) (collectively, the “Losses”) actually incurred
by the Transferee Indemnitees in connection with each and all of the following:


 




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(i)
any misrepresentation or breach of any representation or warranty made by the Transferor in this Agreement;


 


(ii)
any breach of any covenant, agreement or obligation of the Transferor contained in this Agreement or any other agreement, instrument
or document contemplated by this Agreement;


 


(iii)
any liability of the Transferor; and


 


(iv)
any claims made by third parties against the Transferor as a result of the transactions contemplated hereby, including but not
limited to any labor/employment and tax related claims.


 


(b)
By the Transferee. The Transferee shall indemnify and hold harmless the Transferor and Issuer, its stockholders, members, managers,
directors, officers, employee and agents (the “Transferor Indemnitees”) from and against all Losses actually incurred
by the Transferor Indemnitees in connection with each and all of the following:


 


(i)
any misrepresentation or breach of any representation or warranty made by the Transferee in this Agreement;


 


(ii)
any breach of any covenant, agreement or obligation of the Transferee contained in this Agreement or any other agreement, instrument
or document contemplated by this Agreement; and


 


(iii)
any claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, damages, settlements,
liabilities, losses, costs and legal and other expenses arising out of or based upon the use of the Assets after Closing.


 


8.02.
CLAIMS FOR INDEMNIFICATION.


 


Whenever
any claim shall arise for indemnification under this Section 8, the party seeking indemnification (the “Indemnified Party”),
shall promptly notify the other party (the “Indemnifying Party”) in writing of the claim and, when known, the facts
constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection
with any claim or legal proceedings by a third party, the notice shall specify, if known, the amount or an estimate of the amount
of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which
it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed,
of the Indemnifying Party; provided, however, that if a suit shall have been instituted against the Indemnified Party and the
Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 8.03 of this Agreement,
the Indemnified Party shall have the right to settle or compromise such claim upon giving prior written notice to the Indemnifying
Party as provided in Section 8.03.


 




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8.03.
DEFENSE BY THE INDEMNIFYING PARTY.


 


In
connection with any claim which may give rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding
by a person other than the Indemnified Party, the Indemnifying Party, at its sole cost and expense, may, upon written notice to
the Indemnified Party, assume the defense of any such claim or legal proceeding if the Indemnifying Party acknowledges to the
Indemnified Party in writing the obligation of the Indemnifying Party to indemnify the Indemnified Party with respect to all elements
of such claim. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall
select counsel reasonably acceptable to the Indemnified Party to conduct the defense of such claims or legal proceedings and at
the sole cost and expense of the Indemnifying Party shall take all steps necessary in the defense or settlement thereof. The Indemnifying
Party shall not consent to a settlement of, or the entry of any judgment arising from, any such claim or legal proceeding, without
the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless the settlement
is only for cash and includes a full release of the Indemnifying Party. Without limitation, it shall not be deemed unreasonable
to withhold consent to a settlement if equitable relief against the Indemnified Party is contemplated, awarded or stipulated,
the Indemnified Party is required to make an admission of civil liability or to the commission of a crime, or money is required
to be paid by the Indemnified Party. The Indemnified Party shall be entitled to participate in (but not control) the defense of
any such action, with its own counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such
claim or litigation resulting therefrom within 30 days after the date such claim is made: (a) the Indemnified Party may defend
against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim
or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate,
and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel
and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended
such third-party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by
a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent
manner.


 


8.04.
SURVIVAL OF REPRESENTATIONS; CLAIMS FOR INDEMNIFICATION.


 


All
representations, warranties and covenants made by the Transferor and the Transferee in this Agreement, or in any instrument or
document furnished in connection with this Agreement or the transactions contemplated hereby, shall survive the Closing and the
consummation of the transactions contemplated hereby for 12 months. Notwithstanding the foregoing, (a) the representations and
warranties of the Transferor contained in Sections 2, 3.01, 3.02, and 3.03 and of the Transferee and Issuer contained in Sections
4.01, 4.02, and 4.03 shall survive the Closing and the consummation of the transactions contemplated hereby without limitation
for the applicable statute of limitations, and (b) any valid claim that is properly asserted in writing pursuant to Section 8.01
and/or 8.02 prior to the expiration as provided in this Section 8.04 of the representation or warranty that is the basis for such
claim shall survive until such claim is finally resolved and satisfied. Notwithstanding anything herein to the contrary, the covenants
set forth herein at Section 7.01 hereof shall survive for an indefinite period of time unless otherwise set forth in such section.


 




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8.05.
SOLE REMEDY.


 


Except
as otherwise explicitly provided in this Agreement, any Exhibit or Schedule hereto, the parties agree that the sole and exclusive
remedy of any party hereto with respect to this Agreement, the Exhibits or Schedules hereto and the transactions contemplated
hereby or thereby shall be limited to the indemnification provisions set forth in this Section 8 and, in furtherance of the foregoing,
each of the parties, hereby waives and releases the other parties hereto from, to the fullest extent permitted under any law,
any and all rights, claims and causes of action such party may have against any other party hereto.


 


9.
RESTRICTIVE COVENANTS


 


9.01.
CONFIDENTIALITY.


 


The
Transferor acknowledges that the Confidential Information (as defined below) is a valuable and unique asset and covenants that
it will not disclose any such Confidential Information after Closing to any person for any reason whatsoever, unless such information
is (a) within the public domain through no wrongful act of the Transferor, (b) has been rightfully received from a third party
without restriction and without breach of this Agreement, (c) is required by law to be disclosed or is disclosed for purposes
of defending claims related to the Transferor in a manner designed to protect the confidentiality of the Confidential Information,
or (d) represents historical information reasonably required by a prospective purchaser of the Transferor. “Confidential
Information” means information relating to the business of the Transferor that is not in the public domain or readily determinable
by reference to publicly available sources and specifically including, without limitation, information and knowledge pertaining
to products and services offered, innovations, ideas, plans, trade secrets, proprietary information, advertising, sales methods
and systems, sales and profit figures, customer and client lists, and relationships with dealers, customers, and clients, suppliers
and others who have business dealings with such parties.


 


9.02.
NON-COMPETE.


 


The
Transferor and the Manager of the Transferor (each a “Restricted Party” and collectedly the “Restricted Parties”)
agree that for 12 months following the Closing Date(the “Non-Competition Period”) the Restricted Parties shall not,
directly or indirectly, either for themselves or for any other person, partnership, corporation or company, participate in any
business which competes with the Assets sold.


 


9.03.
ADDITIONAL TERMS.


 


The
Restricted Parties acknowledge that the restrictions contained in this Section 9 are reasonable and necessary to protect the legitimate
interest of the Transferee, and that any violation will result in irreparable injury to the Transferee. The Restricted Parties
agree that for the first 12 months following the Closing Date, the Transferee shall be entitled to seek injunctive or other equitable
relief to prevent breaches of the provisions of this Section 9 and to enforce specifically the terms of this Section 9. In the
event that any of the provisions of this Section 9 are adjudicated to exceed the time, geographic, product or service, or other
limitations permitted by applicable law in any jurisdiction, then such provision shall be deemed reformed in such jurisdiction
to the maximum time, geographic, product or service, or other limitation permitted by applicable law. The covenants and limitations
set forth in this Section 9 shall be binding upon the successors and assigns of the Transferor and Transferee, including any acquirer
of all or substantially all the assets or business of the Transferor or Transferee.


 




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10.
TERMINATION OF AGREEMENT


 


10.01.
TERMINATION BY AGREEMENT OF THE PARTIES.


 


This
Agreement may be terminated by the mutual written agreement of the parties hereto prior to the Closing Date. This Agreement shall
automatically terminate if the Closing Date shall not occur on or March 1, 2021 provided that such date may be extended by the
mutual written consent of the Transferor, Issuer and the Transferee. In the event of any such termination, the Transferee and
Issuer shall have no further obligation or liability to the Transferor under this Agreement, and the Transferor shall have no
further obligation or liability to the Transferee and Issuer under this Agreement.


 


10.02.
TERMINATION BY REASON OF BREACH.


 


This
Agreement may be terminated by the Transferor, if at any time prior to the Closing there shall occur a material breach of any
of the representations, warranties or covenants of the Transferee or the failure by the Transferee to perform any condition or
obligation hereunder, and may be terminated by the Transferee, if at any time prior to the Closing there shall occur a material
breach of any of the representations, warranties or covenants of the Transferor or the failure of the Transferor to perform any
condition or obligation hereunder. Written notice of any such termination must be delivered by the terminating party to the non-terminating
party and non-terminating party shall have 30 days to cure said breach. If such breach shall remain uncured by such 30th day then
this Agreement shall be deemed terminated.


 


11.
NOTICES


 


All
notices, requests, consents, instructions and other communications required or permitted to be given hereunder shall be in writing
and sent by nationally-recognized, next-day delivery service or mailed by certified or registered mail, return receipt requested,
postage prepaid, addressed as set forth below or by facsimile transmission confirmed in writing by next-day delivery service or
by E-mail; receipt shall be deemed to occur on the date of actual receipt if delivered by registered or certified mail, if sent
by facsimile or E-mail six (6) hours from the time of transmission (provided such facsimile or E-mail is sent within two hours
prior to the end of normal business hours on a business day or, if not, on the next business day) and confirmed in writing by
next-day delivery service, or one (1) business day after it is sent by nationally-recognized, next-day delivery service.


 


	 	To
    the Transferee:	Can
    B Corp.
	 	 	Attn:
    Stanley Teeple, CFO
	 	 	960
    South Broadway, Suite 120
	 	 	Hicksville,
    NY 11803
	 	 	 
	 	 	Attention:
    
	 	 	E-mail:
    


 


	 	With
    a copy (which shall not constitute notice)to: 
	 	 	Jeffrey
    Stein, Esq.
	 	 	998C
    Old Country Road, #233
	 	 	Plainview,
    NY 11803


 


	 	To
    the Transferor:	 
	 	 	To:
    


 




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12.
SUCCESSORS AND ASSIGNS


 


This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except
that the Transferee, on the one hand, and the Transferor, on the other hand, may not assign their respective obligations hereunder
without the prior written consent of the other party. Any assignment in contravention of this provision shall be void. No assignment
shall release the Transferee or the Transferor from any obligation or liability under this Agreement. Notwithstanding the foregoing,
Transferor may assign the Consideration or the right to receive the Consideration to its current members, or any of their affiliates
at any time to be effective as of the Closing or following the Closing Date.


 


13.
ENTIRE AGREEMENT; AMENDMENTS; ATTACHMENTS


 


(a)
This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant
hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and
supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties.
This agreement may only be modified or amended by a written instrument executed by the Transferee and the Transferor.


 


(b)       If
the provisions of any Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the
Agreement shall prevail. The Exhibits attached hereto are hereby incorporated as integral parts of this Agreement.


 


14.
SEVERABILITY


 


Any
provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions
hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any
other jurisdiction.


 




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15.
EXPENSES


 


Except
as otherwise expressly provided herein, each party will pay all their respective fees and expenses (including, without limitation,
legal and accounting fees and expenses) incurred by them in connection with the transactions contemplated hereby. The Transferor
shall be responsible for payment of all sales or transfer taxes arising out of the conveyance of the Assets.


 


16.
GOVERNING LAW/JURISDICTION


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each of the parties hereto
(a) submits to the exclusive jurisdiction of any state or federal court sitting in the State of New York in any action or proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby, (b) agrees that all claims in respect of
such action or proceeding may be heard and determined in any such court, (c) waives any claim of inconvenient forum or other challenge
to venue in such court, (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby in any other court and (e) waives any right it may have to a trial by jury with respect to any action or proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby. Each party hereto agrees to accept service
of any summons, complaint or other initial pleading made in the manner provided for the giving of notices in Section 11; provided,
however, that nothing in this Section 16 shall affect the right of any party hereto to serve such summons, complaint or
other initial pleading in any other manner permitted by Law.


 


17.
SECTION HEADINGS


 


The
section headings are for the convenience of the parties and in no way alter, modify, amend, limit, or restrict the contractual
obligations of the parties.


 


18.
COUNTERPARTS


 


This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall
be one and the same document.


 


19.
CONSULTATION WITH INDEPENDENT COUNSEL


 


The
parties have had the opportunity to consult with their own legal counsel and other advisors, and are entering into this Agreement
voluntarily and with a full understanding of the meaning and legal effects of each provision contained in this Agreement. In the
event of any dispute regarding the interpretation of any provision of this Agreement, the parties agree that this Agreement and
the provisions hereof shall not be construed against any one party as the drafter of this Agreement.


 


(Signature
page on following page)


 




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IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the ___ day of February, 2021.


 


 


	TRANSFEREE:	Can B Corp.
	 	 	 
	 	By:	 
	 	Name:
    	Marco
    Alfonsi, CEO


 


 


	TRANSFEREE:	Radical
    Tactical LLC
	 	 	 
	 	By:	 
	 	Name:	Marco
    Alfonsi, CEO


 


 


	TRANSFEROR:	Imbibe
    Health Solutions, LLC
	 	 
	 	By:
    	
	 	Name:
    	Walter
    J. Hoelzel
	 	Title:
    	Managing
    Partner


 




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