Exhibit 10.1


 


ASSET PURCHASE AGREEMENT


 


This Agreement (this
“Agreement”) is made and entered into as of July 27, 2015 (the “Effective Date”), among Smack
Sportswear, Inc., a Nevada corporation (the “Company” or the “Seller”), and William Sigler
(“Sigler” or the “Buyer”).


 


WHEREAS, the Company
is the owner of certain items of personal property used in the business owned and/or operated under the name Smack Sportswear,
Inc. (the “Business”); and


 


WHEREAS, the Buyer
desires to purchase certain assets used in or in connection with the Business in consideration for the release by Sigler of $132,900
owed to him by the Company, all on such terms as set out in this Agreement;


 


NOW THEREFORE, in
consideration of the above premises and the mutual representations, warranties, covenants and agreements hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:


 


	 	1.	Sale of Assets.


 


(a) Upon the
terms and subject to the conditions set forth herein, and on the basis of the representations and warranties contained herein,
at the Closing (as defined below), the Company shall sell, convey, transfer, assign and deliver to Sigler, and Sigler shall purchase,
acquire and accept from the Company, all of the Company’s right, title and interest in and to the assets of the Company that
are identified in this Section 1 and on Schedule 1 attached hereto (“List of Assets”).


 


The
assets, properties and rights to be conveyed, sold, transferred, assigned and delivered to Sigler pursuant to this Agreement are
sometimes hereinafter collectively referred to as the “Assets”. The parties understand and agree that any assets
of the Company that are not referenced above in Section 1 and included on Schedule 1 are expressly excluded from the scope of
this asset purchase transaction and shall not be deemed “Assets” being purchased by Sigler herein.


 


(b) The
parties hereto understand and agree that in connection with Sigler’s purchase of the Assets, Sigler will not be
assuming, expressly or otherwise, any liabilities of the Company.


 


(c) The transfer
of the Assets as herein contemplated shall be made by the Company, free and clear of all encumbrances of any kind or nature and
shall be effected by such bills of sale, endorsements, assignments, drafts, checks, deeds and other instruments of transfer, conveyance
and assignment as shall be reasonably requested by Sigler on the Closing Date as contemplated by this Agreement.


 


(d) The purchase
price for the Assets (the "Purchase Price") shall be One Hundred Thirty Two Thousand Nine Hundred Dollars ($132,900).
The Purchase Price shall be paid by the cancellation of the indebtedness in the amount of the Purchase Price owed by the Company
to Sigler.


 


 


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	 	2.	Closing; Closing Deliveries.


 


(a) The
closing of the transaction contemplated herein (the “Closing”) shall take place at the offices of David
Lubin & Associates, PLLC, 108 S. Franklin Avenue, Suite 10, Valley Stream, N.Y. 11580 within two (2) business days after
the date on which all of the conditions and obligations of the parties as set forth in Sections 6 and 7 of this Agreement
shall have been substantially satisfied in all material respects or otherwise duly waived, or on such other date and at such
other place and date as the parties may hereafter agree upon in writing (such date of the Closing being referred to herein as
the “Closing Date”).


 


(b) At
Closing, Sigler shall execute and deliver to the Company a release, evidencing Sigler’s payment of the Purchase Price
and attached hereto as Attachment 1 (the “Mutual Release”), in form and substance satisfactory to the
parties.


 


(c) At
Closing, the Company shall deliver to Sigler an executed Mutual Release, and such acknowledged and/or executed assignments,
bills of sale and/or certificates of title dated as of the Closing Date and transferring to Sigler all of the Assets free and
clear of all encumbrances, as reasonably requested by Sigler prior to Closing and in form and substance mutually satisfactory
to the parties and attached hereto as Attachment 2 (the “Section 2(c) Transfer Documents”).


 


	 	3.	Representations of Sigler.


 


Sigler represents
and warrants the following, each of which is true and correct as of the Effective Date and shall be true at Closing:


 


Sigler has the absolute
and unrestricted right, power, legal capacity and authority to enter into and perform his obligations under this Agreement, to
carry out his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed
and delivered by Sigler.


 


Assuming the due
authorization, execution and delivery by the Company, this Agreement, when executed and delivered by Sigler, will be, a valid and
binding obligation of Sigler, enforceable against him in accordance with the terms hereof.


 


Neither the execution
and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, or (with or without
notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to
which Sigler is a party or by which he or his assets are bound, or (ii) any federal, state, local or foreign law, ordinance, judgment,
decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to Sigler or his assets
or properties.


  


(d) There are
no consents necessary or required from or any notices or notifications necessary or required to be made to any third parties, including,
but not limited to, governmental or other regulatory agencies, federal, state or municipal, required to be received by or on the
part of or required to be made by or on behalf of Sigler for the execution and delivery of this Agreement and the performance of
his obligations hereunder, other than the filing by the Company of a Current Report on Form 8-K with the Securities and Exchange
Commission (the “SEC”).


 


 


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	 	4.	Company’s Representations.


 


The Company represents
and warrants the following:


 


(a) The
Company is duly incorporated, organized, validly existing and in good standing under the laws of the state of Nevada, with
the corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted.


 


(b) The Board
of Directors has approved the execution, delivery and performance of this Agreement.


 


(c) No filing
with, notification to, authorization from or consent or approval of any governmental body, agency, official or authority or any
other third party is necessary or required to be made or obtained to enable the Company to enter into, and to perform its obligations
under, this Agreement, other than applicable filings by the Company with the SEC.


 


(d) Assuming
the due authorization, execution and delivery by Sigler, this Agreement, when executed and delivered by the Company will be, valid
and binding obligation of the Company, enforceable against the Company in accordance with its terms. The individual executing this
Agreement on behalf of the Company has been duly authorized by all necessary and appropriate action on behalf of Company.


 


(e) Neither
the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict
with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any provision
of the Certificate of Incorporation or By-laws of the Company, as currently in effect, (ii) any instrument, contract or
agreement to which the Company is a party or by which it is bound, or (iii) any federal, state, local or foreign law,
ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable
to the Company or its assets or properties.


 


(f) As of the
Effective Date, the Assets do not comprise substantially all of the Company’s assets or substantially all of the assets used
in the Business.


 


(g) As of the
Effective Date, the aggregate value of the equipment and inventory that comprise the Assets being purchased hereunder is not greater
than fifty percent (50%) of the aggregate value of the equipment and inventory that comprise either all of the Company’s
assets or all of the assets used in the Business.


 


	 	5.	Covenants.


 


(a) Each of
the parties hereto will (i) use its best efforts to assure that all of its respective representations and warrants contained
herein are true in all material respects at and as of the Effective Date, and as of the Closing no breach shall occur with
respect to any of the parties' covenants, representations or warranties contained herein that has not been cured by the
Closing; (ii) not voluntarily take any action or do anything which will cause a material breach of or default respecting such
covenants, representations or warranties; and (iii) promptly notify the other of any event or fact which represents a breach
or default.


 


 


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(b) The
Company shall file with the SEC all required forms and disclosure items in a timely manner required and/or relating to this
Agreement.


 


(c) Sigler shall
not, without the express prior written consent of the Company, make any announcement or otherwise disclose any information regarding
this Agreement and/or the transactions contemplated hereby other than as required by law or otherwise deemed advisable in his counsel's
written opinion to ensure compliance with public disclosure requirements under the federal securities laws.


 


(d)Each of the
parties hereto agrees to bear its own expenses in connection with the negotiation, preparation, execution and delivery of this
Agreement and the consummation of the transaction contemplated hereby.


 


(e) Each of
the parties shall execute such documents or other papers and take such further actions as may be reasonably required or
desirable to carry out the provisions hereof and the transactions contemplated in this Agreement.


 


	 	6.	Conditions Precedent to the Obligations of Sigler.


 


The obligations of
Sigler to effectuate the Closing is subject to the fulfillment, prior to the date of Closing of each of the following conditions
(any one or more of which may be waived by Sigler unless such condition is a requirement of law):


 


(a) All representations
and warranties of the Company contained in this Agreement and in any written statement, exhibit or other documents delivered pursuant
hereto or in connection with the transactions contemplated hereby shall be true and correct in all material respects as of the
Effective Date and as of the Closing Date.


 


(b) The Company shall
have performed and complied in all material respects with all covenants and other agreements required by (or contained in) this
Agreement to be performed or complied with or by them prior to or at the Closing Date.


 


(c) No action,
suit, proceeding or investigation shall have been instituted against the Company, and be continuing before a court or before or
by a governmental body or agency, and be unresolved, to restrain or to prevent or to obtain damages in respect of, the carrying
out of the transactions contemplated hereby or which might materially and adversely affect the rights of the Company to consummate
the transactions contemplated hereby.


 


(d) The
Company shall have obtained all approvals and consents to consummate this Agreement and the transactions to be consummated at
or immediately following the Closing, in accordance with all applicable laws, rules and regulations, including, but not
limited to, the following: (i) the Company shall have all required approvals by the directors and/or shareholders of the
Company regarding the sale of the Assets; (ii) the Company shall have filed all applicable schedules, reports or statements
with the Securities and Exchange Commission (“SEC”) that are required by the transactions contemplated by this
Agreement and satisfied any applicable waiting periods required in connection therewith; and (ii) the Company shall have
obtained all consents and approvals required under the Nevada Revised Statutes.


 


 


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(e) Sigler
shall receive the documents (executed where applicable) set forth in Section 2(c) of this Agreement, which documents shall be
in form and substance reasonably satisfactory to Sigler and his legal counsel.


 


	 	7.	Conditions Precedent to the Obligations of the Company.


 


The obligations of
the Company to effectuate the Closing is subject to the fulfillment, prior to the Closing Date, of each of the following conditions
(any one or more of which may be waived by the Company unless such condition is a requirement of law):


 


(a) All representations
and warranties of Sigler contained in this Agreement and in any written statement, Exhibit or other documents delivered pursuant
hereto or in connection with the transactions contemplated hereby shall be true and correct in all material respects as of the
Effective Date and as of the Closing Date.


 


(b) Sigler shall have
performed and complied in all material respects with all covenants and other agreements required by (or contained in) this Agreement
to be performed or complied with by him prior to or at the Closing.


 


(c) No action, suit,
proceeding or investigation shall have been instituted against Sigler, and be continuing before a court or before or by a governmental
body or agency, and be unresolved, to restrain or to prevent or to obtain damages in respect of, the carrying out of the transactions
contemplated hereby, or which might materially and adversely affect the rights of Sigler to consummate the transactions contemplated
hereby.


 


(d) The
Company shall receive the documents (executed where applicable) set forth in Section 2(b) of this Agreement, which documents
shall be in form and substance reasonably satisfactory to the Company and its legal counsel.


 


		8.	Indemnification



  


a. Indemnification
by Seller. Seller shall indemnify, defend and hold Buyer free and harmless from and against any and all
“Losses” (as defined below), which Buyer shall incur or suffer which arise or result from any third-party
claims on any obligations which arise or result from the operation or conduct of the Business by Seller that have accrued
prior to the Closing Date, including without limitation with regard to any Assigned Contracts but exclusive of any
liabilities set forth in the Assumed Liabilities, and/or from any breach of Seller’s representations, warranties or
covenants contained in this Agreement. Seller’s indemnification obligations as set forth in this Section 8(a) shall
survive the Closing and shall be ongoing and continuing obligations of Seller.


 


(i) For
purposes of this Agreement, “Losses” shall mean any and all obligations, liabilities, costs (including
reasonable attorneys’ fees), taxes, expenses, damages and losses actually incurred by a party entitled to
indemnification under this Agreement.


  


 


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b. Indemnification
by Buyer. Buyer shall indemnify, defend and hold Seller free and harmless from and against any and all Losses which
Seller shall incur or suffer which arise or result from the operation or conduct of the Business by Buyer at any time after
the Closing Date from any breach of Buyer's representations, warranties or covenants contained in this Agreement.
Buyer’s indemnification obligations as set forth in this Section 8(b) shall survive the Closing and shall be ongoing
and continuing obligations of Buyer.


 


		9.	Miscellaneous.



  


(a) This
Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada.


 


(b) If any
covenant or agreement contained herein, or any part hereof, is held to be invalid, illegal or unenforceable for any reason,
such provision will be deemed modified to the extent necessary to be valid, legal and enforceable and to give effect of the
intent of the parties hereto.


 


(c) This
Agreement, together with any and all schedules, other attachments and any agreements or documents referenced herein,
constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all
prior agreements between the parties with respect to the subject matter hereof or thereof. There are no representations,
warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein
or in the other agreements referenced herein. Capitalized terms in any attachments to this Agreement shall have the meanings
given to them in this Agreement, unless otherwise defined in the applicable attachment.


 


(d) This
Agreement may not be amended or modified except by the express written consent of the parties hereto. Any waiver by the
parties of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach
thereof or of any other provision.


 


(e) This
Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective
successors and assignees and heirs and legal representatives. No assignment of this Agreement or of any rights hereunder
shall relieve the assigning party of any of its obligations or liabilities hereunder.


 


(f) The
parties hereto intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any
person other than the parties hereto.


 


(g) The
parties hereto agree to execute and deliver such further documents and instruments and to do such other acts and things any
of them, as the case may be, may reasonably request in order to effectuate the transactions contemplated by this
Agreement.


 


 


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(h) This
Agreement may be executed in counterparts and by facsimile or other electronic means, each of which shall be deemed an
original and all of which together shall constitute one and the same instrument.


 


(i) This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns.


 


(j) All notices,
requests, claims, demands and other communications given or made pursuant hereto shall be in writing and shall be deemed to have
been duly given if delivered in person against written receipt, by facsimile transmission, by email, overnight courier prepaid,
or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested to the respective parties
at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this
Section):


 


If to Sigler, as follows:


 


William Sigler


933 6th Street, Unit D


Hermosa Beach, CA 90403


Email: billsmack1@gmail.com


 


If to the Company, as follows:


 


Smack Sportswear, Inc.


attn: Douglas Samuelson, CEO


6025 Macadam Ct.


Agoura Hills, CA 91301


Email: doug.samuelson@yahoo.com


  


All such notices, requests and other
communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii)
if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, (iii)
if delivered by email, to the email address as provided in this Section, be deemed given upon sending such email, (iv) if delivered
by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following
the date sent by such overnight courier or upon receipt, or (v) if delivered by mail in the manner described above to the address
provided in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt. In order
for any such notice to be deemed given as provided above, other than if sent by email, any such notice must also be accompanied
by an email to the recipient. In order for any such notice to be deemed given that is sent by email as provided above, any such
notice must also be accompanied by sending such notice in the mail.


 


 


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(k) No delay on
the part of the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any
waiver on the part of the Company of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege
hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise
of any other right, power or privilege hereunder. The rights and remedies herein provided are cumulative and are not exclusive
of any rights or remedies which the parties hereto may otherwise have at law or in equity.


 


(l) This Agreement
shall be construed to effectuate the mutual intent of the parties. The parties and their counsel have cooperated in the drafting
and preparation of this Agreement, and this Agreement therefore shall not be construed against any party by virtue of its role
as the drafter thereof. No drafts of this Agreement shall be offered by any party, nor shall any draft be admissible in any proceeding,
to explain or construe this Agreement. Each party hereto acknowledges and agrees that it has received or has had the opportunity
to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities
with regard to the substance of this Agreement.


 


(m) All section
titles or captions contained in this Agreement, in any exhibit referred to herein or in any exhibit annexed hereto are for convenience
only, shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of this Agreement.


 


 


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IN WITNESS WHEREOF,
each of the undersigned has caused this Agreement to be duly executed and delivered as of the Effective Date.


 





	 	SMACK SPORTSWEAR, INC.
	 	 	 
	 	By:	/s/ Doug Samuelson
	 	 	Name:
     Doug Samuelson
	 	 	Title: Interim Chief Executive Officer
	 	 	and Chief Financial Officer
	 	 	 
	 	 	/s/ William Sigler
	 	 	William Sigler
	 	







 


 


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