Exhibit 10.2


 


EXHIBIT
B 


 


BILL
OF SALE 


 


This
Bill of Sale and Assignment and Assumption is entered into as of May 24, 2022 by JanOne, Inc. and GeoTraq, Inc., each Nevada corporations
(altogether “Seller”) and SPYR, Inc., a Nevada corporation a (“Buyer”). This Bill
of Sale is made pursuant to the Asset Purchase Agreement (the “Agreement”) dated May 23, 2022, by and between
Seller and Buyer, to transfer the Assets, as fully defined herein. Any capitalized term used but not defined in this Bill of Sale have
the meaning, if any, set forth in the Agreement.


 


1.
Conveyance and Assignment. For good and valuable consideration in the form and amount paid under Section 2.3 of the Agreement,
the receipt and adequacy of which Seller hereby acknowledges, Seller hereby sells, assigns, transfers, conveys, grants, bargains and
delivers to Buyer, all of its right, title and interest in and to the Purchased Assets (“Goods”) as defined in Section
1.01 of the Agreement.




 


2.
Disclaimer of Warranties. SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS EXCEPT FOR THE WARRANTIES
SET FORTH IN THE AGREEMENT.




 


3. Further
Assurances. Seller for itself, its successors and assigns, hereby covenants and agrees that, at any time and from time to time
on Buyer’s written request, Seller will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and
delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably
required by Buyer in order to assign, transfer, set over, convey, assure and confirm unto and vest in Buyer, its successors and
assigns, title to the assets sold, conveyed and transferred by this Bill of Sale.




 


4.
Governing Law. This Bill of Sale is governed by, and construed in accordance with, the laws of the State of Nevada, United States
of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit
the application of the laws of any jurisdiction other than those of the State of Nevada. Each of the parties hereto irrevocably submits
to the exclusive jurisdiction of the courts of the State of Nevada located in Las Vegas and the United States District Court for Clark
County Nevada for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Bill of Sale or the Agreement
and the Transactions. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere
in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably
consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each
party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and
irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.




 


5. Incorporation
of Agreement. This Bill of Sale incorporates by reference all of the terms of the Agreement, including but not limited to
Seller’s representations, warranties, covenants and agreements relating to the Goods, as if each term was fully set forth
herein. In the event of conflict between the terms of the Agreement and the terms of this Bill of Sale, the terms of the Agreement
govern and control.


 



6. 
Counterparts. This Bill of Sale may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall be deemed to be one and the same agreement.


 





     


     


    

 




IN
WITNESS WHEREOF, Seller has duly executed and delivered this Bill of Sale as of the date first written above.


 




	SELLER:	 
	 	 	 
	JanOne, Inc. 	 
	GeoTraq, Inc. 	 
	 	 	 
	By:	/s/
    Tony Isaac 	 
	Name:	Tony
Isaac	 
	Title:
    	Chief
    Executive Officer	 
	 	 	 
	BUYER:	 
	 	 	 
	SPYR, INC. 	 
	 	 	 
	By:
    	/s/
    Tim Matula 	 
	Name:
    	Tim
    Matula	 
	Title:
    	Chief
    Executive Officer