Exhibit 10.1


 



TABLE
OF CONTENTS


 





	ARTICLE I PURCHASE AND SALE	 	 
	 	Section
    1.01 Purchase and Sale of Assets.	 	1
	 	Section 1.02 No Assumed
    Liabilities.	 	2
	 	Section 1.03 Purchase
    Price.	 	3
	 	Section 1.04 Allocation
    of Purchase Price.	 	3
	 	Section 1.05 Withholding
    Tax.	 	3
	 	Section 1.06 Third Party
    Consents.	 	3
	 	 	 	 
	ARTICLE II CLOSING	 	 
	 	Section 2.01 Closing.	 	3
	 	Section 2.02 Closing
    Deliverables.	 	4
	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES
    OF SELLER	 	 
	 	Section 3.01 Organization
    and Authority of Seller.	 	5
	 	Section 3.02 No Conflicts
    or Consents.	 	5
	 	Section 3.03 Financial
    Statements.	 	5
	 	Section 3.04 Undisclosed
    Liabilities.	 	6
	 	Section 3.05 Absence
    of Certain Changes, Events, and Conditions.	 	6
	 	Section 3.06 Assigned
    Contracts.	 	6
	 	Section 3.07 Title to
    Purchased Assets.	 	6
	 	Section 3.08 Condition
    and Sufficiency of Assets.	 	6
	 	Section 3.09 Inventory.	 	6
	 	Section 3.10 Accounts
    Receivable.	 	6
	 	Section 3.11 Material
    Customers and Suppliers.	 	7
	 	Section 3.12 Legal Proceedings;
    Governmental Orders.	 	7
	 	Section 3.13 Compliance
    with Laws.	 	7
	 	Section 3.14 Taxes.	 	7
	 	Section 3.15 Brokers.	 	7
	 	Section 3.16 Full Disclosure.	 	7
	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES
    OF BUYER	 	 
	 	Section 4.01 Organization
    and Authority of Buyer.	 	8
	 	Section 4.02 No Conflicts;
    Consents.	 	8
	 	Section 4.03 Brokers.	 	8
	 	Section 4.04 Legal Proceedings.	 	8
	 	 	 	 
	ARTICLE V COVENANTS	 	 
	 	Section 5.01 Confidentiality.	 	9
	 	Section 5.02 Non-Competition;
    Non-Solicitation.	 	9
	 	Section 5.03 Public
    Announcements.	 	10
	 	Section 5.04 Bulk Sales
    Laws.	 	10
	 	Section 5.05 Receivables.	 	10
	 	Section 5.06 Transfer
    Taxes.	 	11
	 	Section 5.07 Further
    Assurances.	 	11



 





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	ARTICLE VI INDEMNIFICATION	 	
	 	Section
    6.01 Survival.	 	11
	 	Section 6.02 Indemnification
    by Seller.	 	11
	 	Section 6.03 Indemnification
    by Buyer.	 	12
	 	Section 6.04 Indemnification
    Procedures.	 	12
	 	Section 6.05 Cumulative
    Remedies. 	 	12
	 	 	 	 
	ARTICLE VII MISCELLANEOUS	 	 
	 	Section
    7.01 Expenses.	 	12
	 	Section 7.02 Notices.	 	13
	 	Section 7.03 Interpretation;
    Headings.	 	13
	 	Section 7.04 Severability.	 	13
	 	Section 7.05 Entire
    Agreement.	 	14
	 	Section 7.06 Successors
    and Assigns.	 	14
	 	Section 7.07 Amendment
    and Modification; Waiver.	 	14
	 	Section 7.08 Governing
    Law; Submission to Jurisdiction; [Waiver of Jury Trial].	 	14
	 	Section 7.09 Counterparts.	 	14




 





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ASSET
PURCHASE AGREEMENT


 


This
Asset Purchase Agreement (this “Agreement”), dated as of May 24, 2022, is entered into between JanOne, Inc., a Nevada
corporation (“Seller”), and SPYR, Inc. a Nevada corporation (“Buyer”). Capitalized terms used in
this Agreement have the meanings given to such terms herein, as such definitions are identified by the cross-references set forth in
Exhibit A attached hereto.


 


RECITALS




 


WHEREAS,
through Seller’s wholly owned subsidiary, GeoTraq, Inc., a Nevada corporation (“GeoTraq”), Seller was in the
business of designing wireless modules that were to provide Location Based Services (“LBS”) and were to connect external
sensors to the IoT. GeoTraq was planning to manufacture and sell wireless transceiver modules and subscription services that would allow
connectivity using publicly available global Mobile IoT networks (the “Business”); and,


 


WHEREAS,
Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, substantially all the assets and none
of the specified liabilities of the Business, subject to the terms and conditions set forth herein;


 


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


 


ARTICLE
I purchase and sale


 


Section
1.01 Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, convey,
assign, transfer, and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in, to,
and under all of the tangible and intangible assets, properties, and rights of every kind and nature and wherever located, which relate
to, or were exclusively used or held for exclusive use in connection with, the Business (collectively, the “Purchased Assets”),
including the following:


 


(a)
all accounts receivable held by Seller (“Accounts Receivable”);


 


(b)
all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts, and other inventories (“Inventory”);


 


(c)
all Contracts (the “Assigned Contracts”) set forth on Section 1.01(d) of the disclosure schedules attached hereto
(the “Disclosure Schedules”). The term “Contracts” means all contracts, leases, licenses, instruments,
notes, commitments, undertakings, indentures, joint ventures, and all other agreements, commitments, and legally binding arrangements,
whether written or oral;


 


(d)
all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, and other tangible
personal property (the “Tangible Personal Property”);


 


(e)
all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment,
deposits, charges, sums, and fees (including any such item relating to the payment of Taxes);


 





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(f)
all of Seller’s rights under warranties, indemnities, and all similar rights against third parties to the extent related to any
Purchased Assets;


 


(g)
all insurance benefits, including rights and proceeds, exclusively arising from, or relating to the Business, the Purchased Assets, or
the Assumed Liabilities;


 


(h)
originals or, where not available, copies of all books and records, including books of account, ledgers, and general, financial, and
accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution
lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development
files, records, and data (including all correspondence with any federal, state, local, or foreign government or political subdivision
thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of competent
jurisdiction (collectively, “Governmental Authority”)), sales material and records, strategic plans and marketing,
and promotional surveys, material, and research (“Books and Records”);


 


(i)
all goodwill and the going concern value of the Purchased Assets and the Business; and


 


(j)
all intellectual property, including without limitation, all of the following in any jurisdiction throughout the world: (i) trademarks
and service marks, including all applications and registrations and the goodwill connected with the use of and symbolized by the foregoing;
(ii) copyrights, including all applications and registrations related to the foregoing; (iii) trade secrets and confidential know-how;
(iv) patents and patent applications; (v) internet domain name registrations; and (vi) other intellectual property and related proprietary
rights, interests and protections.


 


Section
1.02 No Assumed Liabilities. 


 


(a)
Upon the Closing, Buyer shall assume no liabilities of Seller or GeoTraq incurred by Seller or GeoTraq prior to Closing. Seller agrees
to hold Buyer harmless from any and all such liabilities and promises to indemnify and defend Buyer from any and all liability claims,
including the payment of any costs associated therewith, including all attorney fees incurred by Buyer in connection therewith. For purposes
of this Agreement, “Liabilities” means liabilities, obligations, or commitments of any nature whatsoever, whether
asserted or unasserted, known or unknown, absolute, or contingent, accrued or unaccrued, matured or unmatured, or otherwise.


 


(b)
Notwithstanding any provision in this Agreement to the contrary, Buyer shall also not assume and shall not be responsible to pay, perform,
or discharge any Liabilities of Seller or GeoTraq or any of its Affiliates of any kind or nature whatsoever (the “Affiliate
Liabilities”). For purposes of this Agreement: (i) “Affiliate” of a Person means any other Person that directly
or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person; and (ii)
the term “control” (including the terms “controlled by” and “under common control with”) means
the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract, or otherwise.


 





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Section
1.03 Purchase Price. The aggregate purchase price for the Purchased Assets shall be $13,500,000 (the “Purchase Price”).
Buyer shall pay the Purchase Price by issuing Seller thirty million (30,000,000) shares of restricted common stock valued for purposes
of this Agreement at $0.03 per share and issuing Seller a promissory note (the “Note”) in the amount of $12,600,000
with a maturity date of May 23, 2027. The payment terms of the Note are set forth therein.


 


Section
1.04 Allocation of Purchase Price. The Purchase Price shall be allocated among the Purchased Assets for all purposes (including Tax
and financial accounting) as shown on the allocation schedule set forth on Section 1.04 of the Disclosure Schedules (the “Allocation
Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 of the Internal Revenue Code of 1986,
as amended. Buyer and Seller shall file all returns, declarations, reports, information returns and statements, and other documents relating
to Taxes (including amended returns and claims for refund) (“Tax Returns”) in a manner consistent with the Allocation
Schedule.


 


Section
1.05 Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required
to deduct and withhold under any provision of Tax Law that specifically relate to Seller’s breach of its obligations under Section
1.04. All such withheld amounts shall be treated as delivered to Seller hereunder.


 


Section
1.06 Third Party Consents. To the extent that Seller’s rights under any Purchased Asset may not be assigned to Buyer without
the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an
attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable best efforts
to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment
would be ineffective or would impair Buyer’s rights under the Purchased Asset in question so that Buyer would not in effect acquire
the benefit of all such rights, Seller, to the maximum extent permitted by Law and the specific Purchased Asset, shall act after the
Closing as Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted
by Law and the specific Purchased Asset, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer.


 


ARTICLE
II closing 


 


Section
2.01 Closing. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement
(the “Closing”) shall take place at the offices of Mailander Law Office, Inc., 4811 49th Street, San Diego,
CA 92115, or remotely by exchange of documents and signatures (or their electronic counterparts), at 12:00 noon Pacific Daylight Time,
simultaneously with the execution of this Agreement, or at such other time or place or in such other manner as Seller and Buyer may mutually
agree upon. The date on which the Closing is to occur is herein referred to as the “Closing Date.”


 





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Section
2.02 Closing Deliverables. 


 


(a)
At the Closing, Seller shall deliver to Buyer the following:




 


(i)
a bill of sale in the form of Exhibit B attached hereto (the “Bill of Sale”) and duly executed by Seller, transferring
the Tangible Personal Property included in the Purchased Assets to Buyer;


 


(ii)
an assignment and assumption agreement in the form of Exhibit C attached hereto (the “Assignment and Assumption Agreement”)
and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets;


 


(iii)
a certificate of the Secretary (or equivalent officer) of Seller in the form of Exhibit D (or equivalent officer) of Seller certifying
as to (A) the resolutions of the board of directors and the shareholders of Seller, which authorize the execution, delivery, and performance
of this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, and the other agreements, instruments, and documents required
to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) and
the consummation of the transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of Seller authorized
to sign this Agreement and the other Transaction Documents;


 


(iv)
such other customary instruments of transfer or assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer,
as may be required to give effect to the transactions contemplated by this Agreement; and


 


(v)
filed proofs of the assignment of all intellectual property, including without limitation, filed proofs of the assignment of all intellectual
property, including without limitation, (i) trademarks and service marks, including all applications and registrations and the goodwill
connected with the use of and symbolized by the foregoing; (ii) copyrights, including all applications and registrations related to the
foregoing; (iii) trade secrets and confidential know-how; (iv) patents and patent applications; (v) internet domain name registrations;
and (vi) other intellectual property and related proprietary rights, interests and protections.


 


(b)
At the Closing, Buyer shall deliver to Seller the following:




 


(i)
the Purchase Price consisting of thirty million (30,000,000) shares of Buyer’s unregistered and restricted common stock, and the
executed Note (less any amounts which may be withheld for outstanding Tax Liabilities);


 


(ii)
the Assignment and Assumption Agreement duly executed by Buyer;


 


(iii)
a certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer,
which authorize the execution, delivery, and performance of this Agreement and the Transaction Documents and the consummation of the
transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement
and the other Transaction Documents in the form of “Exhibit E”.


 





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ARTICLE
III representations and warranties of seller


 


Seller
represents and warrants to Buyer that the statements contained in this ARTICLE III are true and correct as of the date hereof.


 


Section
3.01 Organization and Authority of Seller. Seller is a corporation duly organized, validly existing, and in good standing under the
Laws of the State of Nevada. Seller has full corporate power and authority to enter into this Agreement and the other Transaction Documents
to which Seller is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby
and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the
performance by Seller and GeoTraq of their respective obligations hereunder and thereunder, and the consummation by Seller of the transactions
contemplated hereby and thereby have been duly authorized by all requisite corporate, board, and shareholder action on the part of Seller.
This Agreement and the Transaction Documents constitute legal, valid, and binding obligations of Seller enforceable against Seller in
accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium,
or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is
sought in a proceeding at law or in equity).


 


Section
3.02 No Conflicts or Consents. The execution, delivery, and performance by Seller of this Agreement and the other Transaction Documents
to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or
conflict with any provision of the certificate of incorporation, by-laws, or other governing documents of Seller; (b) violate or conflict
with any provision of any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, other requirement, or rule
of law of any Governmental Authority (collectively, “Law”) or any order, writ, judgment, injunction, decree, stipulation,
determination, penalty, or award entered by or with any Governmental Authority (“Governmental Order”) applicable to
Seller, the Business, or the Purchased Assets; (c) require the consent, notice, declaration, or filing with or other action by any individual,
corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association,
or other entity (“Person”) or require any permit, license, or Governmental Order; (d) violate or conflict with, result
in the acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel any Contract to which Seller is
a party or by which Seller or the Business is bound or to which any of the Purchased Assets are subject (including any Assigned Contract);
or (e) result in the creation or imposition of any charge, claim, pledge, equitable interest, lien, security interest, restriction of
any kind, or other encumbrance (“Encumbrance”) on the Purchased Assets.


 


Section
3.03 Financial Statements. Complete copies of the unaudited monthly balance sheets (each, a “Balance Sheet”) of
GeoTraq from August 31, 2017 through and including February 28, 2022 (which February date is the “Balance Sheet Date”)
and unaudited monthly operating statements from the month of August 2017 through and including the month of February 2022 (collectively,
the “Unaudited Financial Statements”) have been delivered to Buyer. The Unaudited Financial Statements have been prepared
in accordance with generally accepted accounting principles in effect in the United States from time to time, applied on a consistent
basis throughout the periods involved. The Unaudited Financial Statements for each of GeoTraq’s fiscal years are subject to year-end
audit adjustments and do not contain all footnotes required by GAAP.


 





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Section
3.04 Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected
or reserved against in the February 28, 2022 Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the
ordinary course of Business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate,
material in amount.


 


Section
3.05 Absence of Certain Changes, Events, and Conditions. Subject to the cessation of operations in respect of the Business, since
the Balance Sheet Date, there has not been any change, event, condition, or development that is, or could reasonably be expected to be,
individually or in the aggregate, materially adverse to: (a) the Business or condition (financial or otherwise)of the Business; or (b)
the value of the Purchased Assets.


 


Section
3.06 Assigned Contracts. Each Assigned Contract is valid and binding on GeoTraq in accordance with its terms and is in full force
and effect. Neither Seller nor, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged
to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Assigned Contract. No
event or circumstance has occurred that would constitute an event of default under any Assigned Contract or result in a termination thereof.
Complete and correct copies of each Assigned Contract (including all modifications, amendments, and supplements thereto and waivers thereunder)
have been made available to Buyer. There are no disputes pending or threatened under any Assigned Contract.


 


Section
3.07 Title to Purchased Assets. GeoTraq has good and valid title to all of the Purchased Assets, free and clear of Encumbrances.


 


Section
3.08 Condition and Sufficiency of Assets. Each item of Tangible Personal Property is structurally sound, is in good operating condition
and repair, and is adequate for the uses to which it was intended to be put, and no item of Tangible Personal Property is in need of
maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The Purchased Assets
are sufficient for the recommencement of the Business after the Closing in substantially the same manner as conducted prior to the Closing
prior to the Seller’s cessation thereof and constitute all of the rights, property, and assets necessary to conduct the Business
as it had been conducted. None of the Excluded Assets is material to the Business.


 


Section
3.09 Inventory. All Inventory, whether or not reflected in the February 28, 2022 Balance Sheet, consists of a quality and quantity
usable and salable in the former ordinary course of Business consistent with past practice, all of which Inventory was written down to
zero value as of December 31, 2021.


 


Section
3.10 Accounts Receivable. The Accounts Receivable: (a) have arisen from bona fide transactions entered into by GeoTraq involving
the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; and (b) constitute only
valid, undisputed claims of GeoTraq not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts
accrued in the ordinary course of Business consistent with past practice; and (c) are collectible in full within ninety (90) days after
billing.


 





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Section
3.11 Material Suppliers. 


 


(a)
Section 3.11 of the Disclosure Schedules sets forth with respect to the Business (i) each supplier to whom Seller has paid aggregate
consideration for goods or services rendered in an amount greater than or equal to $50,000 for each of the two (2) most recent fiscal
years (collectively, the “Material Suppliers”); and (ii) the amount of purchases from each Material Supplier during
such periods. Seller has not received any notice, and has no reason to believe, that any of the Material Suppliers has ceased, or intends
to cease, to supply goods or services to the Business or to otherwise terminate or materially reduce its relationship with the Business.


 


Section
3.12 Legal Proceedings; Governmental Orders. 


 


(a)
There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings,
litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”)
pending or, to Seller’s knowledge, threatened against or by GeoTraq: (i) relating to or affecting the Business, the Purchased Assets,
or the Assumed Liabilities; or (ii) that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this
Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.


 


(b)
GeoTraq is in compliance with all Governmental Orders against, relating to, or affecting the Business or the Purchased Assets.


 


Section
3.13 Compliance with Laws. GeoTraq is in compliance with all Laws applicable to the conduct of the Business prior to its cessation
or the ownership and former use of the Purchased Assets.


 


Section
3.14 Taxes. All Taxes due and owing by GeoTraq have been, or will be, timely paid. No extensions or waivers of statutes of limitations
have been given or requested with respect to any Taxes of GeoTraq. All Tax Returns with respect to the Business required to be filed
by GeoTraq for any tax periods prior to Closing have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete,
and correct in all respects. The term “Taxes” means all federal, state, local, foreign, and other income, gross receipts,
sales, use, production, ad valorem, transfer, documentary, franchise, registration, profits, license, withholding, payroll, employment,
unemployment, excise, severance, stamp, occupation, premium, property (real or personal), customs, duties, or other taxes, fees, assessments,
or charges of any kind whatsoever, together with any interest, additions, or penalties with respect thereto.


 


Section
3.15 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in
connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or
on behalf of Seller.


 


Section
3.16 Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules
to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any
untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein, in light of
the circumstances in which they are made, not misleading.


 





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ARTICLE
IV representations and warranties of buyer


 


Buyer
represents and warrants to Seller that the statements contained in this ARTICLE IV are true and correct as of the date hereof.


 


Section
4.01 Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing, and in good standing under the
Laws of the State of Nevada. Buyer has full corporate power and authority to enter into this Agreement and the other Transaction Documents
to which Buyer is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby
and thereby. The execution and delivery by Buyer of this Agreement and any other Transaction Document to which Buyer is a party, the
performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby
and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and the Transaction Documents
constitute legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms.


 


Section
4.02 No Conflicts; Consents. The execution, delivery, and performance by Buyer of this Agreement and the other Transaction Documents
to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or
conflict with any provision of the certificate of incorporation, by-laws, or other organizational documents of Buyer; (b) violate or
conflict with any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice, declaration, or
filing with or other action by any Person or require any permit, license, or Governmental Order.


 


Section
4.03 Insolvency. As of the Closing Date Buyer is not insolvent and Buyer effecting the transactions that are contemplated by this
Agreement or the Transaction Documents, whether individually or collectively, will not result in Buyer becoming insolvent.


 


Section
4.04 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in
connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or
on behalf of Buyer.


 


Section
4.05 Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer that challenge
or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances
exist that may give rise to, or serve as a basis for, any such Action.


 


Section
4.06 Full Disclosure. No statement contained in the any filing made by Buyer in connection with its reporting obligations under the
Securities Exchange Act of 1934, as amended, or in connection with any other document filed with the Securities and Exchange Commission,
whether in connection with a filing under the Securities Act of 1933, as amended, or otherwise, or any certificate or other document
furnished or to be furnished to Seller pursuant to this Agreement contains any untrue statement of a material fact or omits to state
a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.


 





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ARTICLE
V covenants


 


Section
5.01 Confidentiality. From and after the Closing, Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable
best efforts to cause its or their respective directors, officers, employees, consultants, counsel, accountants, and other agents (“Representatives”)
to hold, in confidence any and all information, whether written or oral, concerning the Business, except to the extent that Seller can
show that such information: (a) is generally available to and known by the public through no fault of Seller, any of its Affiliates,
or their respective Representatives; or (b) is lawfully acquired by Seller, any of its Affiliates, or their respective Representatives
from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual, or fiduciary
obligation. If Seller or any of its Affiliates or their respective Representatives are, in their reasonable judgment, required to disclose
any information by Governmental Order or Law, Seller shall promptly notify Buyer in writing and shall disclose only that portion of such
information which is legally required to be disclosed, provided that Seller shall use reasonable best efforts to obtain as promptly
as possible an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.


 


Section
5.02 Non-Competition; Non-Solicitation. 


 


(a)
Seller acknowledges the competitive nature of the Business and accordingly agrees, in connection with the sale of the Purchased Assets,
including the goodwill of the Business, which Buyer considers to be a valuable asset, and in exchange for good and valuable consideration,
that for a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and
shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in business of designing
wireless modules to provide LBS and to connect external sensors to the IoT and to manufacture and sell wireless transceiver modules and
subscription services that would allow connectivity using publicly available global Mobile IoT networks (the “Restricted Business”)
worldwide (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted
Business in the Territory in any capacity, including as a partner, shareholder, director, member, manager, employee, principal, agent,
trustee, or consultant; or (iii) cause, induce, or encourage any material actual or prospective client, customer, supplier, or licensor
of the Business (including any existing or former client or customer of GeoTraq and any Person that becomes a client or customer of the
Business after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any
such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment,
securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group
which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person.


 



(b)
                                            During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates
                                            to, directly or indirectly, hire or solicit any person who is or was employed in the Business
                                            during the Restricted Period, or encourage any such employee to leave such employment or
                                            hire any such employee who has left such employment, except pursuant to a general solicitation
                                            which is not directed specifically to any such employees; provided that nothing in
                                            this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring (i) any employee
                                            whose employment has been terminated by Buyer; or (ii) after one hundred eighty (180) days
                                            from the date of termination of employment, any employee whose employment has been terminated
                                            by the employee.


 





    9


     


    

 


(c)
Seller acknowledges that a breach or threatened breach of this Section 5.02 would give rise to irreparable harm to Buyer, for which monetary
damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller of any such
obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach,
be entitled to request a court of competent jurisdiction to grant Buyer equitable relief, including a temporary restraining order, an
injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without, subject
such court’s order, any requirement to post bond).


 


(d)
Seller acknowledges that the restrictions contained in this Section 5.02 are reasonable and necessary to protect the legitimate interests
of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this
Agreement. In the event that any covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product
or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court is expressly
empowered to reform such covenant in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted
by applicable Law or such Governmental Order. The covenants contained in this Section 5.02 and each provision hereof are severable and
distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate
or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.


 


Section
5.03 Public Announcements. Unless otherwise required by applicable Law, no party to this Agreement shall make any public announcements
in respect of this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent
shall not be unreasonably withheld or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.


 


Section
5.04 Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer, or similar Laws of
any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer. Any Liabilities
arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer, or similar Laws
of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.


 


Section
5.05 Receivables. From and after the Closing, if Seller or any of its Affiliates receives or collects any funds relating to any Accounts
Receivable or any other Purchased Asset, Seller or its Affiliate shall remit such funds to Buyer within five (5) business days after
its receipt thereof. From and after the Closing, if Buyer or its Affiliates receives or collects any funds relating to any Excluded Asset,
Buyer or its Affiliates shall remit any such funds to Seller within five (5) business days after its receipt thereof.


 





    10


     


    

 


Section
5.06 Transfer Taxes. All sales, use, registration, and other such Taxes and fees (including any penalties and interest) incurred
prior to Closing of this Agreement and the other Transaction Documents, if any, shall be borne and paid by Seller when due. Seller shall,
at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect
thereto as necessary).


 


Section
5.07 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to,
execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably
required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the other Transaction
Documents.


 


ARTICLE
VI indemnification


 


Section
6.01 Survival. All representations, warranties, covenants, and agreements contained herein and all related rights to indemnification
shall survive the Closing.


 


Section
6.02 Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VI, Seller shall indemnify and defend each
of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against,
and shall hold each of them harmless from and against, any and all losses, damages, liabilities, deficiencies, Actions, judgments, interest,
awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”),
incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to:


 


(a)
any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, any other Transaction
Document, or any schedule, certificate, or exhibit related thereto, as of the date such representation or warranty was made or as if
such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate
to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);


 


(b)
any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement, any other
Transaction Document, or any schedule, certificate, or exhibit related thereto;


 


(c)
any Excluded Asset or any Excluded Liability; or


 


(d)
any Third Party Claim based upon, resulting from, or arising out of the business, operations, properties, assets, or obligations of Seller
or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing, or arising on or prior to the
Closing Date. For purposes of this Agreement, “Third Party Claim” means notice of the assertion or commencement of
any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative
of the foregoing.


 





    11


     


    

 


Section
6.03 Indemnification by Buyer. Subject to the other terms and conditions of this ARTICLE VI, Buyer shall indemnify and defend each
of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against,
and shall hold each of them harmless from and against any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees
based upon, arising out of, or with respect to:


 


(a)
any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement, any other Transaction Document,
or any schedule, certificate, or exhibit related thereto, as of the date such representation or warranty was made or as if such representation
or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date,
the inaccuracy in or breach of which will be determined with reference to such specified date); or,


 


(b)
any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Buyer pursuant to this Agreement, any other
Transaction Document, or any schedule, certificate, or exhibit related thereto.


 


Section
6.04 Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification
(the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying
Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person
who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified
Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party
shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying
Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action
in such manner as it may deem appropriate, including settling such Action, after giving notice of it to the Indemnifying Party, on such
terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and
settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting
therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent
shall not be unreasonably withheld or delayed).


 


Section
6.05 Cumulative Remedies. The rights and remedies provided in this ARTICLE VI are cumulative and are in addition to and not in substitution
for any other rights and remedies available at law or in equity or otherwise.

 






ARTICLE
VII miscellaneous


 


Section
7.01 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses.


 





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Section
7.02 Notices. All notices, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been
given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally
recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of
transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours
of the recipient, or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
Such communications must be sent 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 7.02):


 


	If
    to Seller: 	 	JanOne,
                                            Inc.

        325
        E. Warm Springs Road

        Suite
        102

        Las
        Vegas, NV 89119

        Facsimile:
        [FAX NUMBER]

        Email:
        T.isaac@isaac.com

        Attention:
        Chief Executive Officer

	 	 	 
	with
                                            a mandatory copy

        (that
        does not constitute notice) to:
	 	Clark
                                            Hill

        555
        Flower Street, 24th Floor

        Los
        Angeles, CA 90071

        Email:
        rkatz@clarkhill.com

        Attention:
        Randy Katz

	 	 	 
	If
    to Buyer: 	 	SPYR,
                                            Inc.

        6700
        Woodlands Parkway

        Ste.
        230

        The
        Woodlands, TX 77382

        Email:
        timmatula@comcast.net

        Attention:
        Tim Matula

	 	 	 
	with
                                            a mandatory copy

        (that
        does not constitute notice) to:
	 	Mailander
                                            Law Office, Inc.

        4811
        49th Street

        San
        Diego, CA 92115

        Email:
        tad@mailanderlaw.net

        Attention:
        Tad Mailander



 


Section
7.03 Interpretation; Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction
or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are
for reference only and shall not affect the interpretation of this Agreement.


 


Section
7.04 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity,
illegality, or unenforceability shall not affect any other term or provision of this Agreement.


 





    13


     


    

 


Section
7.05 Entire Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties
to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings
and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements
in the body of this Agreement and those in the other Transaction Documents, the Exhibits, and the Disclosure Schedules (other than an
exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.


 


Section
7.06 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent
of the other party, which consent shall not be unreasonably withheld or delayed. Any purported assignment in violation of this Section
shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder.


 


Section
7.07 Amendment and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing
signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in
writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right or remedy arising from this Agreement
shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude
any other or further exercise thereof or the exercise of any other right or remedy.


 


Section
7.08 Governing Law; Submission to Jurisdiction; [Waiver of Jury Trial].


 


(a)
All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the
State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other
jurisdiction). Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement, the other Transaction Documents,
or the transactions contemplated hereby or thereby may be instituted in the federal courts of the United States of America or the courts
of the State of Nevada in each case located in the city of Las Vegas and county of Clark, and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action, proceeding, or dispute.


 


(b)
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE OF THE
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT
OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY;
AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


 


Section
7.09 Counterparts. This Agreement 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. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 





    14


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.


 







	 	JANONE, INC.
	 	 
	 	By	/s/
    TONY ISAAC
	 	 	TONY ISAAC
	 	 	Chief Executive Officer
	 	 
	 	SPYR, INC.
	 	 
	 	By	/s/ TIM
    MATULA
	 	 	TIM MATULA
	 	 	Chief Executive Officer








 





    15


     


    

 


EXHIBIT
A 


 


definitions
cross-reference table


 


The
following terms have the meanings set forth in the location in this Agreement referenced below:


 








	Term	Section
	Accounts
    Receivable	Section
    1.01(a)
	Actions	Section
    3.12(a)
	Affiliate	Section
    1.02(b)
	Agreement	Preamble
	Allocation
    Schedule	Section
    1.04
	Assigned
    Contracts	Section
    1.01(c)
	Assignment
    and Assumption Agreement	Section
    2.02(a)(ii)
	Assumed
    Liabilities	Error!
    Reference source not found.
	Balance
    Sheet	Section
    3.03
	Balance
    Sheet Date	Section
    3.03
	Bill
    of Sale	Section
    2.02(a)(i)
	Books
    and Records	Section
    1.01(h)
	Business	Recitals
	Buyer	Preamble
	Buyer
    Indemnitees	Section
    6.02
	Closing	Section
    2.01
	Closing
    Date	Section
    2.01
	Contracts	Section
    1.01(c)
	Control	Section
    1.02(b)
	Disclosure
    Schedules	Section
    1.01(c)
	Encumbrance	Section
    3.02
	Excluded
    Assets	Error!
    Reference source not found.
	Excluded
    Liabilities	Section
    1.02(b)
	Financial
    Statements	Section
    3.03



 





    A-1


     


    

 


	Governmental
    Authority	Section
    1.01(h)
	Governmental
    Order	Section
    3.02
	Indemnified
    Party	Section
    6.04
	Indemnifying
    Party	Section
    6.04
	Inventory	Section
    1.01(b)
	Law	Section
    3.02
	Liabilities	Error!
    Reference source not found.
	Losses	Section
    6.02
	Material
    Suppliers	Section
    3.11(a)
	Person	Section
    3.02
	Purchased
    Assets	Section
    1.01
	Purchase
    Price	Section
    1.03
	Representatives	Section
    5.01
	Restricted
    Business	Section
    5.02(a)
	Restricted
    Period	Section
    5.02(a)
	Seller	Preamble
	Seller
    Indemnitees	Section
    6.03
	Tangible
    Personal Property	Section
    1.01(d)
	Taxes	Section
    3.14
	Tax
    Returns	Section
    1.04
	Territory	Section
    5.02(a)
	Third
    Party Claim	Section
    6.02(d)
	Transaction
    Documents	Section
    2.02(a)(iii)






 





    A-2