Exhibit
10.1


 


ASSET
PURCHASE AGREEMENT


 


by
and among


 


JUPITER
WELLNESS INC.,


 


and


 


ASCENT
CLINCIAL RESEARCH, INC.


 


dated
as of


 


April
26, 2022


 




    	 



    	 



    

 


ASSET
PURCHASE AGREEMENT


 


This
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 26, 2022 is entered into
by and among Ascent Clinical Research, Inc., a Delaware corporation (“Seller”) and Jupiter Wellness, Inc. a
Delaware corporation (“Buyer”)


 


RECITALS


 


WHEREAS,
Seller is engaged in the Business (as defined below);


 


WHEREAS,
Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, the assets and liabilities used primarily
in the Business (other than the Excluded Assets (as defined in Section 2.02)), subject to the terms and conditions set forth herein (the
“Sale”);


 


NOW,
THEREFORE, in consideration of the foregoing and 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


DEFINITIONS


 


The
following terms have the meanings specified or referred to in this Article I:


 


“Action”
means any action, appeal, petition, plea, charge, complaint, claim, suit, demand, litigation, grievance, arbitration, mediation,
hearing, inquiry, investigation or similar event, occurrence, or proceeding, including, without limitation, proceedings by or before
any Governmental Authority, arbitrator or mediator.


 


“Acquisition
Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating
to, or any third party indication of interest in, relating to, in a single transaction or series ofrelated transactions, any direct
or indirect (a) acquisition of more than 20% of the consolidated assets of Seller and its Subsidiaries taken as a whole (based on
the fair market value thereof), including through the acquisition of one or more Subsidiaries of Seller owning such assets, (b)
acquisition of beneficial ownership (as defined in Rule 12d-3 under the Exchange Act) of more than 20% of the outstanding Equity
Interests of Seller or any of its Subsidiaries, (c) tender offer or exchange offer that if consummated would result in any Person or
group beneficially owning more than 20% of the outstanding Equity Interests of Seller or any of its Subsidiaries, (d) merger,
consolidation, share exchange, other business combination, reorganization, recapitalization, license, joint venture, partnership,
liquidation, dissolution or other similar transaction involving (i) Seller or its Subsidiaries whose assets, individually or in the
aggregate, constitute more than twenty percent (20%) of the consolidated assets of Seller and its Subsidiaries, taken as a whole
(based on the fair market value thereof), or (ii) more than 20% of the aggregate Equity Interests of Seller or of the surviving
entity, (e) liquidation or dissolution of Seller, (f) acquisition of the Purchased Assets or any portion thereof (other than
the Excluded Assets) or (g) any combination of the foregoing. For purposes of this section, a group shall be determined in
accordance with Section 13(d) of the Exchange Act.


 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls,
is controlled by, or is under common control with, such Person. For the purposes of this definition, the term “controf”
(including the terms “controlling”,”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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“Affiliate
Arrangement” has the meaning set forth in Section 4.06(a)(xxii).


 


“Agreement”
has the meaning set forth in the preamble.


 


“Allocation
Schedule” has the meaning set forth in Section 2.06.


 


“Assigned
Contracts” has the meaning set forth in Section 2.0l(b). An updated Schedule 2.0l(b) of the Disclosure Schedules shall
be delivered by Seller to Buyer on and as of the Closing Date. Such updated Schedule 2.0l(b) of the Disclosure Schedules shall be incorporated
into the Disclosure Schedules as if delivered as of the date hereof.


 


“Assumed
Liabilities” has the meaning set forth in Section 2.03.


 


“Base Purchase Price” has the meaning
set forth in Section 2.05(a).


 


“Benefit Plan” has the meaning set forth in Section 4.13(a).


 


“Bill
of Sale” has the meaning set forth in Section 3.02(a)(i). 


 


“Books and Records” has the meaning
set forth in Section 2.0l(d).


 


“Business” means clinical research.


 


“Business
Day” means any day except Saturday, Sunday or any other day on which commercial banks located in Jupiter, Florida are authorized
or required by Law to be closed for business.


 


“Business
Employee” means any Person who is a present or former employee of Seller at any time prior to or on the Closing Date, and
who provided or previously provided any services relating to the Business.


 


“Business
Patents” has the meaning set forth in Section 4.09(a).


 


“Buyer”
has the meaning set forth in the preamble.


 


“Buyer
Employee” has the meaning set forth in Section 6.03(a).


 


“Buyer
Benefit Plans” has the meaning set forth in Section 6.03(d).


 


“Buyer
Fundamental Representations” has the meaning set forth in Section 8.01.


 


“Buyer
Indemnified Party(ies)” has the meaning set forth in Section 8.02.


 


“Buyer
Special Indemnification Matters” has the meaning set forth in Section 8.04(a).


 


“Business
IT Systems” means the computer systems, including software, firmware, hardware, networks, interfaces, platforms and related
systems, owned, leased or licensed by Seller in the conduct of the Business.


 


“Claim
Notice” has the meaning set forth in Section 8.05(a). 


 


“Closing” has the meaning set forth in
Section 3.01.


 


“Closing Date” has the meaning set forth in Section 3.01.


 




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“Closing
Payment Amount” has the meaning set forth in Section 3.02(b). 


 


“Closing Statement” has the meaning
set fo1ih in Section 2.08(b).


 


“Closing Working Capitaf” has the meaning set forth in Section 2.08(d).


 


“COBRA”
means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Confidentiality
Agreement” has the meaning set forth in Section 6.04.


 


“Contracts”
means all legally binding contracts (oral or written), leases, mortgages, licenses, sublicenses, instruments, notes, commitments,
undertakings, indentures, letters of intent, memorandum of understanding, memorandum of agreement and other agreements including purchase
orders.


 


“Current
Representation” has the meaning set forth in Section 10.15(a).


 


“Data Protection Laws” has the
meaning set forth in Section 4.l 7(a). 


 


“De-Minimis Losses” has the meaning set forth in Section 8.04(b). 


 


“Designated
Person” has the meaning set forth in Section 10.15(a). 


 


“Direct Claim” has the meaning set forth
in Section 8.05(c).


 


“Disclosure
Schedules” means the Disclosure Schedules delivered by Seller concunently with the execution and delivery of this Agreement.


 


“Disputed
Amount” has the meaning set forth in Section 2.08(c)(iii). 


 


“Dollars or$” means the lawful currency
of the United States. 


 


“Drop Dead Date” has the meaning set fo1ih in Section 9.0l(b).


 


“Eanz-out
Calculation” has the meaning set forth in Section 2.09(b).


 


“Eanz-out
Disputed Amounts” has the meaning set forth in Section 2.09(c).


 


“Eanz-out
Payment” has the meaning set forth in Section 2.09(a).


 


“Earn-out
Resolution Period’’ has the meaning set forth in Section 2.09(c). 


 


“Earn-out Review Period’’
has the meaning set forth in Section 2.09(c). 


 


“Eanz-out Statement” has the meaning set forth in Section
2.09(b).


 


“Earn-out
Titres/told’’ has the meaning set forth in Section 2.09(a).


 


“Encumbrance”
means any lien, pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment, encumbrance or other
restriction.


 




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“Environmental
Law” means any and all federal, state or local Laws (including common law), any Governmental Order or binding agreement
with any Governmental Authority and any judicial or administrative interpretation thereof: (a) relating to pollution (or the cleanup
thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including
ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management,
manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing,
production, disposal or remediation of any Hazardous Materials. The term “ Environmental Law “ includes, without
limitation, the following (including their implementing regulations and any state analogs): the Comprehensive Enviromnental Response,
Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§
9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous
and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended
by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C.
§§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the
Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational
Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.


 


“Environmental
Permit” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under
or issued, granted, given, authorized by or made pursuant to Environmental Law.


 


“Equity
Interest” means, with respect to any Person, any share, share capital, capital stock, partnership, limited liability company,
member or similar interest in such person, and any option, warrant, right or security (including debt securities) convertible, exchangeable
or exercisable thereto or therefor.


 


“BRISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.


 


“Estimated
Closing Working Capitaf” has the meaning set forth in Section 2.08(a).


 


“Estimated
Closing Statement” has the meaning set forth in Section 2.08(a).


 


“Exchange
Act” means the Securities Exchange Act of 1934, and the rules and regulations thereunder.


 


“Excluded
Assets” has the meaning set forth in Section 2.02. 


 


“Expiration Date” has the meaning set forth
in Section 8.01.


 


“Excluded Liabilities” has the meaning set forth in Section 2.04. 


 


“Financial Statements”
has the meaning set forth in Section 4.04.


 


“Financing”
means third party debt financing on commercially reasonable terms and conditions, including, without limitation, amounts and
interest rate, acceptable to Buyer in its sole discretion.


 


“Fraud” means
the following, to the extent detennined by the finder of fact after full adjudication (not subject to any further appeals) (a) a
Person made a false representation; (b) such Person had knowledge or belief that the representation was false, or made the
representation with requisite indifference to the truth; (c) such Person intended to induce another Person party to this Agreement
to act or refrain from acting; (d) such other Person party to this Agreement acted or did not act in justifiable reliance on the
representation; and (e) such other Person party to this Agreement suffered damages as a result of such reliance.


 




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“GAAP”
means United States generally accepted accounting principles in effect from time to time.


 


“Governmental
Authority” means any United States or non-United States national, federal, state, local, provincial or international government
or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any stock exchange
or self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the
rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent
jurisdiction.


 


“Governmental
Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any
Governmental Authority.


 


“Hazardous
Materials” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid,
mineral or gas, in each case, whether naturally occurring or man-made, that is hazardous, acutely hazardous, toxic, or words of similar
import or regulatory effect under Enviromnental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials
or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls.


 


“HIPAA”
means the Health Insurance Portability and Accountability Act of 1996, and the Health Information Technology for Economic and
Clinical Health Act, and their implementing regulations.


 


“Inbound
IP Agreement” means any Contract that is related to the operation of the Business that grants to Seller any rights in Intellectual
Property or Technology owned by a third party, excluding any “shrink-wrap” or “click-wrap” license agreements
relating to Software.


 


“Indebtedness”
means, as to any Person, without duplication, (a) all obligations or liabilities of such Person for borrowed money or in respect
of loans or advances (including, without limitation, reimbursement and all other obligations with respect to surety bonds, guarantees,
letters of credit, banker’s acceptances, corporate credit card or business credit lines whether or not matured, indemnities, performance
letters, comfo1i letters and other arrangements similar to the foregoing); (b) all obligations or liabilities of such Person under or
pursuant to any arrangement to pay the deferred purchase price of property or services or the acquisition of any business, as obligor
or otherwise, except trade accounts payable and accrued commercial or trade liabilities arising in the ordinary course and included in
the calculation of Closing Working Capital as finally determined; (c) all obligations or liabilities of such Person under or pursuant
to any interest rate and currency swaps, caps collars, interest rate cap agreements, interest rate swap agreements, foreign currency
exchange agreements and similar agreements or hedging devices; (d) all obligations or liabilities created or arising under any conditional
sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of Seller
or lender under such agreement in the event of default are limited to repossession or sale of such property); (e) all obligations or
liabilities of such Person under or pursuant to leases which are required to be, in accordance with GAAP, recorded as capital leases;
(f) all obligations or liabilities secured by any Encumbrance excluding Pennitted Encumbrances on any property or asset owned by that
Person, regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is non-recourse to the credit
of that Person; (g) all obligations or liabilities of such Person for off balance sheet financing of such Person (other than operating
leases); (h) all obligations or liabilities of such Person evidenced by bonds, debentures, notes or other similar securities or instruments;
(i) all obligations or liabilities of such Person for any direct or indirect guarantees made by such Person of any Indebtedness of any
other Person described in clauses (a) through (h); and (j) any accrued but unpaid interest, Taxes, interest, unpaid prepayment or redemption
penalties, premiums or payments and unpaid fees and expenses that are payable in connection with retirement, payment or prepayment of
any of the foregoing liabilities or obligations.


 




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“Indemnification
Cap” has the meaning set forth in Section 8.04(a). 


 


“Indemnified Party” has the meaning set forth
in Section 8.05. 


 


“Indemnifying Party” has the meaning set forth in Section 8.05.


 


“Independent
Accountant” has the meaning set forth in Section 2.08(c)(iii).


 


“Initial
Superior Proposal Notice” has the meaning set forth in Section 6.18(c).


 


“Intellectual
Property” means any and all intellectual property rights in the world arising under the Laws of any jurisdiction with respect
to, arising from or associated with the following: (a) all Internet addresses and domain names (“Domain Names”); (b)
trade names, trademarks and service marks (registered and unregistered), trade dress, industrial designs, brand names, trade dress rights,
logos, emblems, signs or insignia, social media handles and names, and similar rights and applications to register any of the foregoing,
and all goodwill associated therewith throughout the world (collectively, “Marks”); (c) patents, patent applications
(including any provisional or non-provisional patent applications, Patent Cooperation Treaty applications, divisionals, continuations,
continuations-in-part, renewals, reexaminations, extensions, and reissues), rights therein provided by international treaties or conventions
and rights in respect of utility models or industrial designs (collectively, “Patents”); (d) copyrights and
works of authorship (including copyrights in software programs) and registrations and applications therefor and all other rights corresponding
thereto, moral rights, database and design rights, and mask works and registrations and applications therefor (collectively,“Copyrights”);
(e) know-how, discoveries, trade secrets, methods, processes, technical data, specifications, research and development information, technology,
data bases and other proprietary or confidential infonnation, including customer lists, in each case that derives economic value from
not being generally known to other Persons who can obtain economic value from its disclosure, but excluding any Copyrights or Patents
that cover or protect any of the foregoing (collectively, “Trade Secrets”); and (f) all other intellectual
property and industrial property rights and assets, and all rights, interests and protections that are associated with, similar to, or
required for the exercise of, any of the foregoing.


 


“Intellectual
Property Agreements” means all Contracts that are related to the operation of the Business by or through which other Persons
grants Seller or Seller grants to any other Person(s) any exclusive or nonexclusive rights or interests in or to any Intellectual Property.


 


“Intellectual
Property Assets” means all Intellectual Property that is owned or controlled by Seller and used or held for use in the
operation of the Business.


 


“Intellectual
Property Assignment Agreement” has the meaning set forth in Section 3.02(a)(ii).


 


“Intellectual
Property Registrations” means all Intellectual Property Assets that are subject to any registration, patent, application
or other filing by, to or with any Governmental Authority or authorized private registrar in any jurisdiction, including Marks, Domain
Names, Trade Secrets and Copyrights, issued and reissued Patents and pending applications for any of the foregoing.


 


“Intellectual
Property Rights” has the meaning set forth in Section 4.10(c).


 




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“Interim
Financial Statements” has the meaning set forth in Section 4.04(a).


 


“Intervening
Event” means a material event, occurrence or fact first occun”ing or arising after the date hereof that was not known
(and not reasonably foreseeable) to the board of directors of Seller as of the date of this Agreement, other than any event, occurrence
or fact that relates to an Acquisition Proposal.


 


“Knowledge
of Seller” or any other similar knowledge qualification, means the actual knowledge, after reasonable investigation, of
those persons listed on Section l.0l(d) of the Disclosure Schedules and that knowledge which such Persons would have acquired after using
commercially reasonable and customary efforts to make a due inquiry into the underlying subject.


 


“Law”
means any domestic or foreign statute, law, ordinance, regulation, rule, code, order, injunction, constitution, treaty, common
law, judgment, decree, other requirement or rule of law of any Governmental Authority and generally accepted industry standards.


 


“Lien
Release Agreements” has the meaning set forth in Section 3.02(a)(ix).


 


“Liability”
means any Indebtedness, obligation, or liability, including any interest, penalties, fees, costs and expenses, whether known
or unknown, matured or umnatured, accrued or unaccrued, vested or unvested, asserted or unasserted, actual or contingent.


 


“Losses”
means all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs or expenses, including
reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing.


 


“Material
Adverse Effect” means any event, occurrence, fact, condition, change, circumstance, effect, development or state of facts
that has had, or would reasonably be expected to have, a material adverse effect on (a) the business, results of operations, condition
(financial or otherwise), assets or liabilities of the Business, taken as a whole, or (b) the ability of Seller to perfonn its obligations
under this Agreement, or the Transaction Documents or consummate the transaction contemplated hereby or thereby; provided, however,
that “ Material Adverse Effect ” shall not include any event, occurrence, fact, condition or change, directly
or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the
industry in which the Business operates, [including any impact from COVID-19 related matters]; (iii) any changes in financial, banking
or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or
any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or te1TOrism, or the escalation
or worsening thereof; (v) any action required by this Agreement or any action taken with the written consent of or at the written request
of Buyer; (vi) any matter that is set forth in the Disclosure Schedules to the extent it is reasonably apparent from the face of such
disclosure that it could have a Material Adverse Effect; (vii) any changes in applicable Laws or accounting rules (including GAAP) or
the enforcement, implementation or interpretation thereof; (viii) the announcement or completion of the transactions contemplated by
this Agreement, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationships
with the Seller and the Business; (ix) any natural or man-made disaster or acts of God; or (x) any failure by the Business to meet any
internal or published projections, forecasts or revenue or earnings predictions (provided, however, that, with respect to this
clause (x) the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); and, provided,
however, that the exclusions under clauses (i), (ii), (iii), (iv) and (vii) and (ix) shall not apply to the extent that such
event, occurrence, fact, condition or change disproportionately affects the Seller with respect to the Business (taken as a whole) as
compared to other businesses or participants in the industry in which the Business operates.


 




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“Material
Contract” has the meaning set forth in Section 4.06(a). 


 


“Material Customer” has the meaning set
forth in Section 4.2l(a). 


 


“Material Supplier” has the meaning set forth in Section 4.2l(b).


 


“Money
Laundering Laws” has the meaning set forth in Section 4.23. 


 


“Notice Period” has the meaning set
forth in Section 6.18(c).


 


“Open
Source Licenses” has the meaning set fo1ih in Section 4.10(i).


 


“Patent
Assignment Agreement” has the meaning set forth in Section 3.02(a)(v).


 


“Payroll
Taxes” means social security, Medicare, unemployment and other payroll, employment or similar or related Taxes and employer
national insurance contributions or similar obligations payable.


 


“Permits”
means all federal, state, local and foreign pennits, licenses, franchises, approvals, waivers, certificates, certifications,
authorizations and consents required to be obtained from Governmental Authorities.


 


“Permitted
Encumbrances” means (a) statutory liens for Taxes not yet due and payable or being contested in good faith by appropriate
procedures; (b) mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the
ordinary course of business; (c) easements, rights of way, zoning ordinances and other similar encumbrances affecting Leased Real Property
that do not interfere with the use of such assets or properties as currently used; and (d) liens arising under original purchase price
conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, in each case as
related to the Business or the Purchase Assets.


 


“Person”
means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated
organization, trust, association or other entity.


 


“Personal
Information” means any infonnation that, alone or in combination with other information, identifies or allows the identification
of, or contact with, any individual, including an individual’s name, address, telephone number, e-mail address, IP address, mobile
device identifier, geolocation, date of birth, photograph, social security number or tax identification number, credit card number, bank
information, or biometric identifiers.


 


“Post-Closing
Representation” has the meaning set forth in Section 10.15(a).


 


“Post-Closing
Tax Period” means any taxable period beginning after the Closing Date and, with respect to any taxable period beginning
before and ending after the Closing Date, the portion of such taxable period beginning after the Closing Date.


 


“Pre-Closing
Tax Period” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning
before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.


 


“Purchase
Price” has the meaning set forth in Section 2.05.


 


“Purchased
Assets” has the meaning set forth in Section 2.01.


 




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“Receivables”
means all receivables (including, without limitation, accounts receivable, loans receivable and customer advances) arising from
or related to the Business and which are set forth in Section 2.0l(a) of the Disclosure Schedules. An updated Schedule 2.0l(a) of the
Disclosure Schedules shall be delivered by Seller to Buyer on and as of the Closing Date. Such updated Schedule 2.0l(a) of the Disclosure
Schedules shall be incorporated into the Disclosure Schedules as if delivered as of the date hereof.


 


“Related
Party” shall mean any present stockholder, officer, director, Affiliate, or employee of Seller, or any person who was a
stockholder, officer, director, Affiliate or employee of Seller within the twelve months preceding the Closing Date, or any parent, child,
sibling or spouse who resides with, or is a dependent of, any such person or entity controlled by such person.


 


“Release”
means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation,
ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility
or fixture).


 


“Representative”
means, with respect to any Person, any and all directors, partners, members, managers, officers, employees, consultants, financial
advisors, counsel, accountants and other agents of such Person.


 


“Resolution
Period” has the meaning set fo1ih in Section 2.08(c)(ii). 


 


“Review Peri0<f” has the meaning
set fo1ih in Section 2.08(c)(i).


 


“Sale” has the meaning set forth in the recitals.


 


“Sanctions”
has the meaning set forth in Section 4.24.


 


“Seller”
has the meaning set forth in the preamble.


 


“Seller
Acquisition Agreement” has the meaning set forth in Section 6.18(b).


 


“Seller
Adverse Recommendation Change” has the meaning set forth in Section 6.18(b).


 


“Seller
Board Recommendation” has the meaning set fo1ih in Section 6.18(b).


 


“SEC’
means the United States Securities and Exchange Commission.


 


“Seller
Fundamental Representations” has the meaning set forth in Section 8.01. 


 


“Seller Indemnified Party(ies)”
has the meaning set forth in Section 8.03. 


 


“Seller IP Representations” has the meaning set forth in
Section 8.01.


 


“Seller
Related Parties” has the meaning set forth in Section 9.02(f).


 


“Seller
Special Indemnification Matters” has the meaning set forth in Section 8.04(a).


 


“Sensitive
Data” means all confidential information, proprietaiy infonnation, Personal Information, trade secrets and any other information
protected by Law or Contract that is collected, created, maintained, stored, transmitted, used, disclosed or othe1wise processed by or
for the Business, including any information that is governed, regulated or protected by any Law, or Contract.


 




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“Statement
of Objections” has the meaning set forth in Section 2.08(c)(ii).


 


“Subsidiary”
or “Subsidiaries” means, with respect to any Person, any other Person of which an amount of the voting
securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of
directors or other governing body (or, if there are no such voting interests, 50% or more of the Equity Interests of which) is owned
directly or indirectly by such first Person. For the purposes hereof, the term Subsidiary shall include all Subsidiaries of such Subsidiary.


 


“Superior
Proposaf” means a bona fide written Acquisition Proposal, which did not result from or arise in connection with a breach
(or the making thereof constitutes a breach) of Section 6.18, that the board of directors of Seller or a duly authorized committee concludes
in good faith by a majority vote, after consultation with outside legal counsel to be (a) more favorable to Seller’s stockholders
(in their capacities as such) from a financial point of view than the transactions contemplated by this Agreement (including any material
alterations to this Agreement proposed in writing by Buyer within five (5) Business Days after receipt of the Initial Superior Proposal
Notice in response thereto), and (b) reasonably likely to be consummated on the tenns proposed and the purchaser has represented that
either it has sufficient funds available to consummate the proposal or the financing of which is fully committed, in each case, taking
into account, in its good faith judgment, (i) the financial terms of such Acquisition Proposal, (ii) the identity of the third party
making such Acquisition Proposal, (iii) the anticipated timing, conditions (including any financing condition or the reliability of any
debt or equity funding commitments) and prospects for completion of such Acquisition Proposal, and (iv) the other terms and conditions
of such Acquisition Proposal and the implications thereof on Seller, including relevant legal, regulatory and other aspects of such Acquisition
Proposal deemed relevant by the board of directors of Seller; provided, that for purposes of the definition of “Superior Proposal,”
the references to “20%” in the definition ‘Of Acquisition Proposal shall be deemed to be references to “50%”.


 


“Survival
Period” has the meaning set forth in Section 8.01.


 


“Takeover
Statute” means the restrictions on a “takeover” set forth in Wy-Stat Section 17-18-109 other similar anti-takeover
statute or regulation enacted under any Laws applicable to Seller or any of its Subsidiaries.


 


“Tangible
Personal Property” has the meaning set forth in Section :fOl(d).


 


“Taxes”
means (i) all federal, state, local or foreign taxes, including all income, gross receipts, capital, sales, use, ad valorem,
value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment,
excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges in the nature of a
tax, (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Authority in connection
with any item described in clause (i), and (iii) any liability in respect of any items described in clauses (i) or (ii) payable by reason
of Contract, assumption, transferee liability, operation of Law, or Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor
thereof or any analogous or similar provision under Law).


 


“Tax
Return” means any return, report or statement filed or required to be filed with a Governmental Authority with respect
to any Taxes (including any elections, declarations, schedules or attachments thereto, and any amendment thereof) including any information
return, claim for refund, amended return or declaration of estimated Taxes.


 




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“Technology”
means, collectively, all designs, formulas, algorithms, procedures, methods, techniques, ideas, know-how, research and development,
technical data, Software, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or
not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials, and all recordings, graphs,
drawings, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically
listed herein, and all related technology.


 


“Third
Party Claim” has the meaning set forth in Section 8.05(a).


 


“Threshold”
has the meaning set forth in Section 8.04(b).


 


“Transaction
Documents” means this Agreement, the Bill of Sale, the Intellectual Property Assignment Agreement, the Dr. Andy Goren Employment
Agreement, and the other agreements, instruments and documents required to be delivered at the Closing.


 


“Transaction
Expenses” means (a) the aggregate amount required to pay and satisfy in full all costs, fees, expenses and other payment
obligations (including, but not limited to, legal, accounting, consulting, advisory and brokerage fees and expenses) incurred by Seller
or the Business prior to the Closing in connection with the negotiation, preparation, execution, consummation and perfonnance of this
Agreement and the Transaction Documents and consummation of the transactions contemplated hereby and thereby, (provided that the portion
of such costs payable by Seller shall not exceed $10,000, and the fees and expenses of professionals retained by Seller, (b) all bonuses
(including stay bonuses, transaction bonuses or similar bonuses), severance payments, retention payments and other change-of control
payments payable to any officer, employee or director of Seller or the Business in connection with this Agreement and the employer portion
of any Payroll Taxes related thereto., and (c) the amounts due to a PCAOB accountant to conduct a PCAOB audit. For the avoidance of doubt,
Transaction Expenses shall exclude all amounts othe1wiEe included in the calculation of Working Capital.


 


“Transaction
Litigation” has the meaning set forth in Section 6.18.


 


“Transfer
Taxes” has the meaning set forth in Section 6.08(c).


 


“Willful
Breach” means a breach that is a consequence of an act or omission knowingly undertaken or knowingly omitted by the breaching
party with the knowledge that such act or omission would cause a breach of this Agreement.


 


“Working
Capitaf” means Current Assets of the Business as of open of busines on the Closing Date minus CmTent
Liabilities of the Business as of open of business on the Closing Date (including liabilities for earned sales commissions for the calendar
quarter commencing April 15, 2022 payable to Buyer Employees after the Closing and the employer portion of any Payroll Taxes related
thereto), in each case as determined in accordance with GAAP.


 


ARTICLE
II


PURCHASE
AND SALE


 


Section
2.01. Purchase and Sale of the Purchased Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall,
sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller or its Affiliates, as applicable, all right,
title and interest in, to and under the business, properties, assets, goodwill and rights of Seller of whatever kind and nature, real
or personal, tangible or intangible, that are owned, leased, used or licensed by Seller and primarily used in the operation of the Business
as of the Closing Date, in each case, to the extent that such business, assets, properties, goodwill and rights exist as of the Closing
Date and primarily relate to the Business, except for the Excluded Assets (collectively, the “Purchased Assets”),
free and clear of all Encumbrances, other than Pennitted Encumbrances, including (except in each case with respect to the Excluded Assets)
all of such right, title and interest in and to the following:


 


(a)
all Contracts as set forth in Section 2.0l(b) of the Disclosure Schedules, including the Intellectual Property Agreements (the “Assigned
Contracts”);


 




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(b)
all Permits, if any, used or held for use primarily in connection with the Purchased Assets; all of Sellers’ books and records
related to or used or held for use primarily in connection with the Business including, without limitation: (a) all corporate records
related to the Purchased Assets; (b) executed copies of all of the Assigned Contracts; (b) all equipment, products and other warranties
pertaining to the Purchased Assets; (c) all technical information and data, maps, computer files, diagrams, blueprints and schematics;
(d) all filings made with or records required to be kept by any Govermnental Authority (including all backup infonnation on which such
filings are based); (e) all research and development reports; (f) all equipment and operating logs; (g) all creative, promotional or
advertising materials; (h) all customer, vendor and supplier invoices and lists, client and supplier coITespondence (in all cases, in
any form or medium, including computerized media), mailing lists and other distribution lists; and (i) all sales data and infonnation,
billing records and manuals, all as set forth in Section 2.0l(d) of the Disclosure Schedules (“Books and Records”);


 


(c)
all rights, claims, credits, causes of action, rights to indemnification and contribution or rights of setoff against third parties
(other than Seller) relating to any Purchased Asset or any Assumed Liability that exist prior to the Closing Date;


 


(d)
all rights to receive mail and other communications related to the Assets;


 


(e)
the sole right to use the name “Ascent Clinical Research Inc.” and derivations thereof.


 


Section
2.02. Excluded Assets. Other than the Purchased Assets subject to Section 2.01, Buyer expressly understands and agrees that it is
not purchasing or acquii;ing, and Seller is not selling or assigning, any other assets or properties of Seller, and all such assets and
properties listed below shall be excluded from the Purchased Assets (the “Excluded Assets”). Excluded Assets
are the following assets and properties of Seller:


 


(a)
all cash and cash equivalents, bank accounts and securities of Seller;


 


(b)
all accounts or notes receivable of the businesses of Seller other than Receivables;


 


(c)
all Contracts that are not Assigned Contracts;


 


(d)
all Intellectual Property of Seller other than the Intellectual Property Assets;


 


(e)
the corporate seals, organizational documents, minute books, stock books, Tax Returns and related records and workpapers, books of
account or other records having to do with the corporate organization of Seller, all employee-related or employee benefit-related files
or records, other than personnel files of Buyer Employees, and any other books and records which Seller is prohibited from disclosing
or transfen-ing to Buyer under applicable Law and is required by applicable Law to retain;


 


(f) all
insurance policies of Seller and all rights to applicable claims and proceeds thereunder;


 


(g)
all Benefit Plans and trusts or other assets attributable thereto;


 




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(h)
all rights to any Action of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise,
to the extent primarily relating to any Excluded Asset or any Liability that is not an Assumed Liability;


 


(i)
all securities or other Equity Interests of any Person owned or held by Seller;


 


(j)
all documents maintained by Seller in connection with the transactions contemplated by this Agreement or any of the Transaction Documents;
and


 


(k)
the rights which accrue or will accrue to Seller under the Transaction Documents.


 


Section
2.03. Assumed Liabilities. Subject to the tenns and conditions set forth herein, at the Closing, Buyer shall assume and agree to
pay, perform and discharge when due the following (collectively, the “Assumed Liabilities”):


 


(a)
all trade accounts payable of Seller to third parties in connection with the Business that remain unpaid as of the Closing Date and
are reflected in the Closing Working Capital;


 


(b)
all liabilities and obligations under the Assigned Contracts arising from the ownership, operation and conduct of the Business after
the Closing, except those liabilities and obligations relating to the Excluded Assets or Excluded Liabilities; provided, however,
that any trade accounts payable of Seller in connection with an Assigned Contract that remain unpaid as of the Closing Date and are
not reflected in the Closing Working Capital shall be Excluded Liabilities;


 


(c)
all Liabilities for (i) Taxes with respect to the Business or the Purchased Assets for any post-Closing Tax Period and (ii) Transfer
Taxes for which Buyer is responsible under Section 6.08(c);


 


(d)
all liabilities for sales commissions for the calendar quarter commencing April 1, 2022 which are earned and payable to Buyer Employees
after the Closing and are reflected in Closing Working Capital; and


 


(e)
all Current Liabilities of the Business reflected in Closing Working Capital; provided, however, that the Assumed Liabilities
shall not include any liabilities or obligations (A) arising from or relating to any breach by Seller of any Assumed Contract, (B) arising
from or relating to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse
of time or both, would constitute or result in a breach by Seller of any Assumed Contract or (C) arising from any violation of Laws,
breach of warranty, tort or infringement or other condition, fact or circumstance existing or occurring on or before the Closing Date.


 


Section
2.04. Excluded Liabilities. Except for the Assumed Liabilities subject to Section 2.03, Buyer shall not assume and shall not be responsible
to pay, perform or discharge any other liabilities or obligations of Seller or its Subsidiaries (collectively, the “Excluded
Liabilities”). Excluded Liabilities, without limitation, are as follows:


 


(a)
any liabilities or obligations of Seller not arising out of or relating to Seller’s ownership or operation of the Business
and the Purchased Assets;


 


(b)
any liability, obligation or commitment arising out of any Contract that is not an Assigned Contract;


 




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(c)
any default or breach of any Contract, breach of wananty, tort, infringement, violation of Laws or environmental, health or safety
matter, including, without limitation, any arising under any Environmental Laws or relating to Hazardous Substances;


 


(d)
any Liabilities for (i) Taxes with respect to the Business or the Excluded Assets, for any Pre-Closing Tax Period, (ii) Taxes of
Seller, including any liability of Seller for Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provisions
of state, local or foreign law), as a transferee or as a result of a Tax sharing or similar agreement, and (iii) Transfer Taxes for which
Seller is responsible under Section 6.08(c);


 


(e)
any liability, obligation or commitment arising out of or relating to (i) the employment (including the application for or termination
of employment) of any Business Employee by Seller prior to or on the Closing Date, or (ii) the provision of services by any other Person
to Seller prior to or on the Closing Date;


 


(f)
any liability, obligation or commitment of Seller (including any liabilities resulting from unfunded liabilities under any employee
benefit plan subject to ERISA) under any Benefit Plan, employment, benefit or compensation, pension, profit-sharing or welfare plans,
contracts, employment agreements or offer letters, policies, practices or arrangements, oral or written, covering the Business Employees,
including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of ERISA, and defened compensation,
stock option, stock purchase, stock appreciation rights, equity-based, incentive and bonus plans;


 


(g)
any bonuses (including stay bonuses, transaction bonuses or similar bonuses), severance payments, retention payments and other change-of-control
payments payable to any officer, employee or director of Seller or the Business in connection with this Agreement and the employer portion
of any Payroll Taxes related thereto;


 


(h)
any liability, obligation or commitment of any of Sellers to the extent relating to, or arising out of, any Excluded Asset, or to
the extent arising out of the ownership by Seller of the Excluded Assets or associated with the realization of the benefits of any Excluded
Asset;


 


(i)
any liability or obligation arising out of or related to Indebtedness;


 


(j)
any liability or obligation arising out of or related to Transaction Expenses; and


 


(k)
any liability or obligation arising from, relating to or in connection with the Business prior to the Closing unless expressly included
as an Assumed Liability.


 


Section
2.05. Purchase Price. The aggregate purchase price for the Purchased Assets (the “Purchase Price”) shall
be:


 


(a)
Buyer agrees to pay Seller five percent (5%) based upon the net revenue generated from the Purchased Assets, payable quaiierly forty-five
days after each quarter (the “Base Purchase Price”).


 




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Section
2.06. Allocation of Purchase Price. Within one hundred twenty (120) days after the Closing Date, Buyer shall deliver to Seller a
schedule allocating the Purchase Price, as adjusted in accordance with Section 2.07 (including any liabilities and other items treated
as consideration for the Purchased Assets for U.S. federal income Tax purposes) (the “Allocation Schedule”).
The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code. The Allocation Schedule shall be deemed final
unless Seller notifies the Buyer in writing that Buyer objects to one or more items reflected in the Allocation Schedule within forty-five
(45) days after delivery of the Allocation Schedule to Seller. In the event of any such objection, Seller and Buyer shall negotiate in
good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any dispute with respect
to the Allocation Schedule within thirty (30) days after the delivery of the Allocation Schedule to Seller, such dispute shall be resolved
by an Independent Accountant (as defined below). The fees and expenses of such Independent Accountant shall be borne by Seller. Seller
and Buyer agree to file their respective Internal Revenue Service Forms 8594 and all federal, state and local Tax Returns in accordance
with the Allocation Schedule. Neither Buyer nor Sellers shall take any position (whether in audits, Tax returns or otherwise) that is
inconsistent with such allocation unless required to do so by applicable legal requirements. For U.S. federal income and applicable state
tax purposes, the parties intend to treat Seller as contributing a portion of the Purchased Assets with a value equal to $6 million multiplied
by the share price the day before the closing in exchange for the Purchase Price.


 


Section
2.07. Working Capital Adjustment.


 


(a)
Estimated Closing Statement. Not later than five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer
a reasonably detailed statement (the “Estimated Closing Statement”) containing a good faith estimate of Working
Capital (the “Estimated Working Capitaf”). The parties anticipate that the Estimated Working Capital will be
zero.


 


(b)
Closing Statement. As promptly as practicable and in any event no later than one hundred and twenty (120) days after the Closing
Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Statement”) setting forth in reasonable
detail the determination of Working Capital (the “Closing Working Capitaf”) including such schedules and data
as may be appropriate to support such calculations (the “Closing Statement”). The parties anticipate that the
Working Capital at the Closing Date will be zero.


 


(c)
Examination and Review.


 


(i)
After receipt of the Closing Statement, Seller shall have forty-five (45) days (the “Review Period”) to
review the Closing Statement. During the Review Period, Seller shall have reasonable access to the Books and Records of th Business,
the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants, and such historical financial information of
the Business (to the extent in Buyer’s possession) as is reasonably necessary to review the Closing Statement,provided,
that such access shall be a”i: Seller’s expense, during normal business hours, upon reasonable advance notice to Buyer
and in a manner that does not interfere with the normal business operations of Buyer.


 


(ii)
On or prior to the last day of the Review Period, Seller may object to the Closing Statement by delivering to Buyer a written statement
setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s
disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections
to Buyer before the expiration of the Review Period, the Closing Working Capital reflected in the Closing Statement shall be deemed to
have been accepted by Seller. If Seller delivers the Statement of Objections to Buyer before the expiration of the Review Period, Buyer
and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections
(the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Working
Capital reflected in the Closing Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall
be final and binding on the parties hereto.


 




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(iii)
If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration
of the Resolution Period, then any amounts or items remaining in dispute (“Disputed Amounts”) shall be submitted
by either Seller or Buyer for resolution to the office of an impartial nationally recognized finn of independent certified public accountants
mutually acceptable to Buyer and Seller (the “Independent Accountant”) who, acting as expert and not arbitrator,
shall resolve the Disputed Amounts only and make any adjustments to the Closing Working Capital reflected in the Closing Statement. The
Independent Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount
must be within the range of values assigned to each such item in the Closing Statement and the Statement of Objections, respectively.
All expenses and fees of the Independent Accountant and the administrative costs of the proceeding, including reasonable fees and costs,
shall be borne by Buyer, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested
amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Accountant. The
Independent Accountant shall make a determination as soon as practicable, but in no event later than thirty (30) days (or such other
time as the parties hereto shall agree in writing) after its engagement, and the Independent Accountant’s resolution of the Disputed
Amounts and its adjustments to the Closing Working Capital set forth in the Closing Statement shall be final, conclusive and binding
upon the parties hereto and their respective successors and assigns, and not subject to any collateral attack for any reason absent manifest
error or fraud.


 


(d)
Purchase Price Adjustment; Payment. Subject to the resolution of any disputes regarding the Closing Statement, to the extent that
the Closing Working Capital as finally determined in accordance with Section 2.07(c) exceeds the Estimated Working Capital, Buyer and
Seller shall (a) instruct the Escrow Agent to release all amounts in the Adjustment Escrow Account, in accordance with and subject to
the terms of this Agreement and the Escrow Agreement, to Seller and (b) pay in cash to Seller any excess by wire transfer of immediately
available funds, or (ii) if the Estimated Working Capital exceeds the Closing Working Capital, Buyer and Seller shall instruct the Escrow
Agent to release from the Adjustment Escrow Account to Buyer, in accordance with and subject to the tenns of this Agreement and the Escrow
Agreement, such excess. The Working Capital process is applicable to the extent the Working Capital is negative.


 


Section
2.08. Non-assignable Assets; Third Party Consents.


 


(a)
Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.08, to the extent that
the sale, assignment, transfer, conveyance or•delivery, or attempted sale, assignment, (ransfer, conveyance or delivery, to Buyer
of any Purchased Asset would . result in a violation of applicable :.,aw, or would require the consent, authorization, approval or waiver
of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority),
and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute
a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof;provided,
however, that, subject to the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding
the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Seller and Buyer shall use commercially
reasonable best efforts, and shall cooperate with each other, and Seller shall cause its Affiliates to use commercially reasonable best
efforts and cooperate with Buyer, to obtain any such required consent, authorization, approval or waiver, or any release, substitution
or amendment required to novate all liabilities and obligations under any and all Purchased Assets or other liabilities that constitute
Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer
shall be solely responsible for such Assumed Liabilities and obligations from and after the Closing Date and solely benefit from the
Purchased Assets from and after the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any
consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall,
and shall cause its Affiliates to, sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent,
authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes
in connection with such sale, assignment, transfer, conveyance or license shall be paid by the parties in accordance with Section 6.08.


 




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(b)
To the extent that any Purchased Asset and/or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to
this Section 2.08, Buyer and Seller, to the maximum extent pennitted by Law, shall, and Seller shall cause its Affiliates to, enter into
such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the parties the economic and, to (i) the extent
permitted under applicable Law and (ii) not prohibited by the Purchase Asset, operational equivalent of the transfer of such Purchased
Asset and/or Assumed Liability to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. To the
extent such an arrangement cannot be entered into, Seller shall, and shall cause its Affiliates to, (a) use commercially reasonable best
efforts to enforce any rights of Seller or its Affiliates, as applicable, arising from such Purchased Asset (including, without limitation,
a right of termination) and (b) indemnify and hold harmless each Buyer Indemnified Party from any and all damages incurred or suffered
by a Buyer Indemnified Paiiy resulting from, arising out of or related to such arrangement not being obtained. Notwithstanding any provision
in this Section 2.08 to the contrary, Buyer shall not be deemed to have waived its rights under Section 7.02 hereof unless and until
Buyer either provides written waiver thereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.
To the extent permitted under applicable Law, Buyer shall, as agent or subcontractor for Seller or its Affiliates, as applicable, pay,
perform and discharge fully the liabilities and obligations of Seller, to the extent they are Assumed Liabilities of such Purchased Asset,
thereunder from and after the Closing Date. To the extent permitted under applicable Law, Seller shall, and shall cause its Affiliates
to, hold in trust for and pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other . monies
received by Seller or its Affiiiates, as applicable, to the extent related to such Purchased Asset in connection with the arrangements
under this Section 2.08. Each party shall be permitted, as applicable, to , set off against such amounts all direct costs associated
with the retention and maintenance of such Purchased Assets and all direct costs associated with the payment, perfonnance and discharge
of the Assumed Liabilities of such Furchased Asset.


 


Sectlon
2.09. Withholding Taxes. Buyer shall be entitled to deduct and withhold from the Purchase Price and any Earn-out Payment all Taxes
that Buyer, may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered.
to Sell:er hereunder. If any amounts under this section or any other sections result in any amounts due by Seller to, Buyer, Buyer is
entitled to withhold shares, sell those shares and use the cash proceeds to pay applicable taxes under this Section or other amounts
under other Sections.


 


Section
2.10. Buyer Assignment. Notwithstanding anything herein to the contrary, and for all purposes of this Agreement and the transactions
contemplated hereby, Seller and the Buyer agree that the Buyer shall be entitled to assign its rights to purchase all or a portion of
the Purchased Assets and its obligations to assume all or portion the Assumed Liabilities to any one or more Affiliates of the Buyer.


 




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ARTICLE
III


CLOSING


 


Section
3.01. Closing. Subject to the tenns and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement
(the “Closing”) shall take place at the offices of Lucosky Brookman LLP. located at 111 Broadway, Suite 807,
New York, NY 10006, on or before April 26, 2022; provided, that all the conditions to Closing set forth in Article VIL The date on which
the Closing is to occur is herein referred to as the “Closing Date”.


 


Section
3.02. Closing Deliverables.


 


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


 


(i)
a bill of sale in the fonn of Exhibit A hereto (the “Bill of Sale”) duly executed by Seller,
transferring the Purchased Assets to Buyer;


 


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


 


(i)
the Closing Payment Amount.


 


ARTICLE
IV


REPRESENTATIONS AND WARRANTIES OF SELLER


 


Seller
represents and warrants to Buyer that the statements contained in this Article IV are true and correct as of the date hereof and as of
the Closing Date. Notwithstanding the foregoing, to the contrary, for purposes of this Article IV Seller is defined as Ascent Clinical
Research Inc


 


Section
4.01. Organization and Qualification of Seller. Seller is duly organized, validly existing and in good standing under the Laws of
its jurisdiction of incorporation and has all necessary corporate or entity power and authority to own, operate or lease the properties
and assets ,now owned, operated or leased by it and to carry on the Business as currently .conducted and contemplated to be conducted
through Closing. Except as would not, individually or in the aggregate, be expected to be material to the Business taken as a whole,
Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased
Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.


 


Section
4.02. Authority of Seller. Seiledias all necessary corporate power and authority to enter into this Agreement and the other Transaction
Documents to which Seller is a party, to carry out its I· obligations hereunder and thereunder and to consummate the transactions1contemplated
h teby and . thereby. The execution and deEvery by Seller of this Agreement and any other Transacti9n I)ocument to which Seller is a
party, the,performance by SeHer of its obligations hereunder and ther under ai:id the consummation by Seller of the transactions contemplated
hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed
and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreeni.ent constitutes a legal, valid
and binding obligation of Seller, enforceable against Seller in accordance with its tenns, 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). When each other Transaction Document to
which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery
by Buyer and each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable
against it in accordance with its 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).


 




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Section
4.03. No Conflicts; Consents. Except as set forth in Section 4.03 of the Disclosure Schedules, the execution, delivery and performance
by Seller of this Agreement and the other Transaction Documents to which Seller is a party, and the consummation of the transactions
contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of any provision of the certificate of incorporation
or by-laws of Seller; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller, the
Business, the Purchased Assets or the Assumed Liabilities; (c) require the consent, notice or other action by any Person under, conflict
with, result in a violation or breach of, constitute a default under or result in the acceleration of any Material Contract; (d) require
the consent, notice, vote, approval or other action by the stockholders of Seller; or (e) result in the creation or imposition of any
Encumbrance on any Purchased Asset. No consent, approval, Pennit, Governmental Order, declaration or filing with, or notice to, any Governmental
Authority is required by or with respect to Seller in connection with the execution and delivery of this Agreement and the other Transaction
Documents and the consummation of the transactions contemplated hereby and thereby.


 


Section
4.04. Material Contracts.


 


(a)
Seller has made available to Buyer true and complete copies of all Material Contracts and all amendments thereto. Except as would
not, individually or in the aggregate, be expected to be material to the Business taken as a whole, each Material Contract (i) is valid
and binding on Seller and, to the Knowledge of Seller, the counterparties thereto and is in full force and effect, enforceable against
Seller, and, to the Knowledge of Seller, against all third parties, in each case in accordance with its terms, except as enforcement
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally
and by general principles of equity (regardless of whether considered in a proceeding in equity or at law); and (ii) shall continue in
full force and effect upon consummation of the transactions contemplated by this Agreement, and enforceable against Buyer, and, to the
Knowledge of Seller, against all third parties, in accordance with its tenns, except as enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity’(regardless
of whether considered in a proceeding in equity or at law). Except as set forth in Section 4.04(b) of the Disclosure Schedules, Seller
is not in material breach of, or default (with or without the·giving of notice, lapse of time or both) under, any Material Contract.
To the Knowledge of Seller, no other party to any Material Contract is in breach or default thereunder, nor, to the Knowledge of Seller,
does any condition exist that with the lapse of time or both would constitute a default by any such other party thereunder. No other
I• party to any Material Contract has (i) notified Seller that such other party intends to cancel or otherwise tenninate such Material
Contract or (ii) since January 1, 2021, taken any action or threatenetl to take ariy action, with respect to seeking a repayment <>f
amounts paid to ‘seller pursuant to such Material Cbntract or a reduction in fees or other payments that will become due to Seller
pursuant to such Material Corttract.


 


Section
4.05. Sufficiency of Assets. The Purchased Assets (including, without limitation, the Assigned Contracts), (i) constitute all the
rights, property and assets necessary and sufficient for the continued conduct of the Business after the Closing by Buyer as currently
conducted and as currently proposed to be conducted by Seller prior to the Closing, and (ii) there are no material assets, assets, properties
or rights used in, held for use, or relied upon for the conduct of the Business other than the Purchased Assets.


 


Section
4.06. Legal Proceedings; Governmental Orders.


 


(a)
There are no Actions or other legal proceedings pending or, to the Knowledge of Seller, threatened in writing against or by Seller
relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, or that would affect the legality, validity or
enforceability of this Agreement or any Transaction Documents or the consummation of the transactions contemplated hereby or thereby.
No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action or other legal proceeding.


 




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(b)
There are no outstanding Governmental Orders, or inquiry pending before a Governmental Authority or, to the Knowledge of Seller,
threatened in writing against Seller and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business
or the Purchased Assets or the Assumed Liabilities, or that would affect the legality, validity or enforceability of this Agreement or
any Transaction Documents or the consummation of the transactions contemplated hereby or thereby. No event has occurred or circumstances
exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.


 


Section
4.07. Compliance With Laws; Permits.


 


(a)
Seller is in compliance with all Laws applicable to the conduct of the Business as currently conducted and the ownership and use
of the Purchased Assets, and Seller has been in compliance with all Laws applicable to the Business and the ownership and use of the
Purchase Assets during the two (2) years prior to the date hereof except as would not, individually or in the aggregate, be expected
to be material to the Business taken as a whole. Seller has not received any written notice that any violation of the foregoing is being
alleged.


 


(b)
Except for general authorizations to conduct business as set forth in Section 4.11 of the Disclosure Schedules, no Permits are required
for Seller to conduct the Business as currently conducted or for the ownership and use of the Purchased Assets.


 


Section
4.08. Environmental Matters. Seller is and has been in compliance in all material respects with all Environmental Laws applicable
to the Business, and has obtained all required Pennits in connection therewith and is in compliance in all material respects with the
requirements thereunder. During the three years prior to the date he;:eof, Seller has not received any written notice from any Governmental
Authority or any written notice from any citizens group or other Person that alleges that Seller is not in compliance with any Enviromnental
Law. To the Knowledge of Seller: (a) all Leased Real Property and all surface water, groundwater and soil associated with or adjacent
to such property, is free of any chemicals, pollutants, contaminants, wastes, toxic substances or material environmental contamination
of any nature; (b) none of the Lezsed Real Property contain any underground storage tanks, asbestos, equipment using PCBs or underground
injection wells; and (c) none of the Leased Real Property contains any septic tanks in which process wastewater or any chemicals, pollutants,
contaminants, wastes or toxic substance have been released.


 


Section
4.09. Employee Benefit Matters.


 


(a)
Section 4.13 of the Disclosure Schedules contains a list of (i) each “employee benefit plan” (as defined in Section
3(3) of ERISA, without regard to whether ERISA applies thereto), (ii) all employment, deferred compensation, retention, consulting, severance,
individual compensation or similar agreements, and (iii) all other retention, change-in-control, bonus, stock option, stock purchase,
restricted stock, stock appreciation right, phantom equity, incentive, deferred compensation, medical, life insurance, flexible spending,
supplemental retirement, severance, vacation, salary continuation, leave of absence, educational assistance, company car, housing allowance,
paid time off, welfare, fringe-benefit or other benefit plans, programs, policies, arrangements or agreements of any kind (whether written
or oral), and covering one or more Business Employees, current or former directors of the Business, or the beneficiaries or dependents
of any such Persons that is maintained, sponsored, contributed to, or required to be contributed to by Seller, or under which Seller
has any material liability for premiums or benefits (as listed on Section 4.13 of the Disclosure Schedules, each, a”Benefit
Plan”). Seller has made available copies of each Benefit Plan and related trust documents and funding arrangements.


 




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(b)
Each Benefit Plan and related trust has been maintained, operated and administered in accordance with its terms and the requirements
of all applicable Laws (including BRISA and the Code). Each Benefit Plan that is intended to be qualified under Section 401(a) of the
Code (a “Qualified Benefit Plan”) has received a favorable determination letter from the Internal Revenue Service,
or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to
the effect that such Qualified Benefit Plan is so qualified. No Action or other claim (other than claims for benefits in the ordinary
course) is pending or, to the Knowledge of Seller, threatened with respect to any Benefit Plan that would reasonably be expected to result
in liability to Buyer.


 


(c)
No Benefit Plan is or at any time has been: (i) subject to Title IV of BRISA or the minimum funding standards of Section 302 of ERISA
or Section 412 of the Code; or (ii) a “multi-employer plan” (as defined in Section 3(37) of BRISA). Seller
has not: (A) withdrawn from any pension plan under circumstances resulting (or expected to result) in liability; or (B) engaged in any
transaction which would give rise to a liability under Section 4069 or Section 4212(c) of BRISA.


 


(d)
Other than as required under Section 4980B of the Code or other applicable Law, no Benefit Plan that is subject to BRISA provides
benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment (other
than death benefits when termination occurs upon death).


 


(e)
No Benefit Plan exists that would: (i) result in the payment to any Business Employee, director or consultant of the Business of
any money or other property; or (ii) accelerate the vesting of or provide any additional rights or benefits (including funding of compensation
or benefits through a trust or othe1wise) to any Business .3mp1oyee, director or consultant of the Business, in each case, as a result
of the execution of this Agreement or the Transaction Documents or the consummation of the transactions contemplated hereby and thereby.


 


(f)
As of the Closing, there will be no Contract or plan to which Seller is a party covering . any current or former employee, director
or ir1dependent contractor of the Business that, individually or collectively, provides for payment or benefits that would reasonably
be expected to constitute an “excess parachute payment” under Section 280G of the Code as a result of the execution of this
Agreement or the Transaction Documents or the consummation of the transactions contemplated hereby and thereby.


 


(g)
Each Benefit Plan that is or contains a “deferred compensation” plan, arrangement or feature, that is subject to’Coifo
Section 409A, has been operated in compliance, in all material respects, with such Code section and applicable regulations thereunder.
Seller has not agreed to pay or reimburse taxes under Code Section 409A incurred by any service provider participating in any deferred
compensation arrangement.


 


Section
4.10. Employment Matters.


 


(a)
Section 4.14(a)(i) of the Disclosure Schedules sets forth as of the date hereof a list of the names of each current Business Employee,
together with their title or job classification, work location, employing entity, current annual salary and target annual cash bonus
and commissions, if any and Section 4.14(a)(ii) of the Disclosure Schedules sets forth a list of all employees that have had a material
contribution to the Business over the last three (3) years. Except as set forth in Section 4.14(a)(i) of the Disclosure Schedules, none
of such persons has an employment Contract with Seller. Seller represents that they have at all times complied with all terms of any
employment Contract with any Business Employee.


 




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(b)
Section 4.14(b) of the Disclosure Schedules sets forth a list as of the date of this Agreement, separately by company and location,
of the names of all individuals who perform services primarily for the Business at an annualized rate in excess of $25,000 per year as
a consultant or an independent contractor. Seller represents that they have paid all Business Employees, consultants, and independent
contractors for all hours worked, including commissions, overtime, or other wages due, along with related Taxes (or have appropriately
accrued for such amounts).


 


(c)
There are no Actions or other legal proceedings pending or, to the Knowledge of Seller, threatened by or on behalf of any Business
Employee, representative, consultant, or independent contractor against Seller relating to his or her employment with, or the performance
of services for, Seller.


 


(d)
Seller is not a party to, or bound by any collective bargaining or other agreement with a labor organization representing any of the
Business Employees. Since January 1, 2021 (i) no labor organization or group of employees has sought to organize any Business Employees
for purposes of collective bargaining, made a demand for recognition or certification, or filed a petition for recognition, (ii) there
has not been, nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted
refusal to work overtime or other similar labor activity or dispute affecting Seller or any of the Business Employees, and (iii) no unfair
labor practices or other labor-related grievances have been filed against Seller.


 


(e)
Seller has been in material compliance with all applicable Laws pertaining to employment and employment practices, including but
not limited Laws relating to wages, overtime, expenses, sick time, leave, contributions, classification of contractors and employees,
reductions in force, hours, meal and rest periods, employment discrimination and equal opportunity laws, harassment, collective bargaining,
labor relations, occupational safety and health, disability, background checks, drug and alcohol testing, immigration and the payment
of Social Security and other taxes.


 


Section
4.11. Taxes.


 


(a)
Seller has filed (taking into account any valid extensions) all Tax Returns with respect to the Business and Purchased Assets required
to be filed by Seller. Such Tax Returns are, or will be,, true, complete and co1Tect in all respects. All Taxes due and owing by Seller
(whether or not shown on any Tax Return) have been, or will be, timely paid.


 


(b)
Seller has withheld and paid each Tax required to have been withheld and paid in . connection with amounts paid or owing to any employee,
independent contractor, creditor, customer, shareholder or other party, and complied with all information reporting and backup withholding
provisions of applicable Law.


 


(c)
No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of Seller.


 


(d)
All deficiencies asserted, or assessments made, against Seller as a result of any examinations by any Governmental Authority have
been fully paid.


 


(e) 
No jurisdiction where Seller does not file a Tax Return has made a claim in writing that Seller is required to file a Tax Return
relating to the Business or the Purchased Assets for such jurisdiction or that any Taxes relating to the Business or the Purchased
Assets are due as a result of doing business in any such jurisdiction.


 




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(f)
Seller is not a ‘‘foreign person” as that term is used in Treasury Regulations Section 1.1445-2.


 


(g)
There are no Encumbrances for Taxes upon any of the Purchased Assets nor is any Governmental Authority in the process of imposing
any Encumbrances for Taxes on any of the Purchased Assets, other than Permitted Encumbrances.


 


(h)
No power of attorney that is currently in effect has been granted by Seller with respect to the Business or the Purchased Assets
(other than powers of attorney granted in the ordinary course of business, such as to a payroll provider).


 


(i)
The Purchased Assets do not include any stock or other ownership interests in any corporations, partnerships, joint ventures, limited
liability companies, business trusts, or other entities.


 


(j)
None of the Purchased Assets are (i) property required to be treated as being owned by another Person pursuant to the provisions
of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Tax Refonn
Act of 1986, (ii) “tax-exempt use property” within the meaning of Section l 68(h)(l) of the Code, or (iii) “tax-exempt
bond financed property” within the meaning of Section l 68(g) of the Code.


 


(k)
Seller is not a party to any Tax allocation, Tax sharing or Tax indemnification agreement other than any such agreement entered into
in the ordinary course of business (such as a loan or a lease) the primary purpose of which is unrelated to Taxes. Seller has not ever
been a member of any affiliated group within the meaning of Section 1504(a) of the Code, or any similar provision of state, local or
foreign Law (other than an affiliated group the parent of which is Seller).


 


(l) Seller
is not currently a party to any pending examination, audit, Action, administrative or judicial proceeding relating to Taxes, nor, to
the Knowledge of Seller, has any examination, audit, Action or proceeding been threatened in writing by any Governmental Authority,
and  no claim for assessment or collection of Taxes which previously has been asserted relafing in whole or in part to Seller
that remains unpaid.


 


Section
4.12 Transactions with Affiliate§.


 


(a)
Section 4.19(a) of the Disclosure Schedules sets forth all Affiliate Arrangements.


 


(b)
Except as set forth in Section 4. l 9(b) of the Disclosure Schedules no Related Party possesses, directly or indirectly, any financial
interest in or is a director, officer, manager or employee of any Person which is a client, supplier, distributor, customer, lessor,
lessee, financial source or competitor or potential competitor of Seller or the Business.


 


Section
4.13 No Unlawful Payments; FCPA. Neither Seller nor any director or officer of Seller, nor, to the Knowledge of Seller, any employee,
agent, controlled affiliate or other Person acting on behalf of Seller has, in the operation of the Business, (a) used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (b) made any direct
or indirect unlawful payment to any government official or employee, (c) violated or is in violation of any provision of the Foreign
Corrupt Practices Act of 1977, as amended, (d) violated or is in violation of any provision of the Bribery Act 2010 of the United Kingdom
or (e) made, offered, or taken an act in furtherance of any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.


 




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Section
4.14 Compliance with Money Laundering Laws. The operations of the Business by Seller has been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as
amended, the applicable money laundering statutes of all jurisdictions where Seller operate the Business, the applicable rules and regulations
thereunder and any applicable, related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental
Authority (collectively, the “Money Laundering Laws”) and no Action or proceeding by or before any court or
Governmental Authority or body or any arbitrator involving Seller with respect to any applicable Money Laundering Laws is pending or,
to the Knowledge of Seller, threatened.


 


Section
4.15 No Conflicts with Sanctions Laws. Seller nor, to the Knowledge of Seller, any director, officer, agent or employee of Seller
is currently subject to any sanctions administered or imposed by the United States (including any administered or enforced by the Office
of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau oflndustry and Security of the
U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered
or controlled by Her Majesty’s Treasury) (collectively, “Sanctions”) in connection with the operation
of the Business. Neither Seller, nor, to the Knowledge of Seller, any director, officer, agent or employee of Seller, is a Person that
is, or is controlled by a Person that is (a) the subject of any Sanctions or (b) located, organized or resident in a country or territory
that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba,
Iran, North Korea, Sudan, and Syria).


 


Section
4.16 Exclusivity of Representations and Warranties. Except for the representations and warranties contained in this Article IV (including
the related portions of the Disclosure Schedules), neither the Seller nor any other Person on behalf of the Seller has made, nor are
any of them making, any express or implied representation or warranty, either written or oral, at law or in equity, on behalf or in respect
of the Seller or the Purchased Assets, including (a) any representation or warranty as to the future revenue, profitability or success
of the Business (the inherent uncertainties of which Buyer acknowledges), (b) any representation or warranty with respect to merchantability
or fitness for any particular purpose (except for the representations and warranties set forth in Section 4.08), or (c) any representation
or warranty arising from statute or otherwise in law. • Buyer acknowledges and agrees that, in making its decision to enter into
this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon the express representations and warranties
of the Seller set forth in Article IV (including the representations and warranties in Section 4.26 and the related portions of the Disclosure
Schedules) and disclaims reliance on any other representations and warranties, of any kind or natme, express or implied (including of
the nature described in clauses (a), (b) and (c) above). Notwithstanding the foregoing, nothing in this Section 4.25 or any other provision
of this Agreement shall be a defense against or a limit to Buyer’s ability to bring a claim for Fraud or constructive fraud.


 


Section
4.17 Disclosure. No representation or warranty made by Seller contained in this Agreement, and no statement contained in the Disclosure
Schedules or in any certificate furnished to Buyer pursuant to any provision of this Agreement, contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements herein or therein, in the light of the circumstances
under which they were made, not misleading in any material respect. Seller acknowledge and agrees that, in making its decision to enter
into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied on the representations and warranties set
forth in this Section 4.26 and in the other subsections of Article IV of this Agreement (including related p01iions of the Disclosure
Schedules), and the accuracy and completeness of the representations and warranties in this Section 4.26 and in the other subsections
of Article IV of this Agreement (including related p01iions of the Disclosure Schedules) are a major inducement to Buyer’s decision
to enter into this Agreement and to consummate the transactions contemplated hereby.


 




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ARTICLE
V


REPRESENTATIONS AND WARRANTIES OF BUYER


 


Buyer
represents and wanants to Seller that the statements contained in this Article V are true and correct as of the date hereof and as of
the Closing Date.


 


Section
5.01 Organization of Buyer. The Buyer is duly organized, validly existing and in good standing under the Laws of the State of Delaware.


 


Section
5.02 Authority of Buyer. Buyer has all necessary organizational 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 organizational power on the part of Buyer. This Agreement has been duly executed
and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid
and binding obligation of Buyer enforceable against Buyer in accordance with its tenns, 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). When each other Transaction Document to
which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by
Seller and each other party thereto), such Transaction Document will constitute a legal and binding obligation of Buyer enforceable against
it in accordance with its 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
5.03 No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents
to which Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result
in a violation or breach of any provision of any organizational document of Buyer; (b) result in a violation or breach of any provision
of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict
with, result in a violation or breach of, constitute a default under or result in the acceleration of any agreement to which Buyer is
a party, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give
notice would not have a Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent,
approval, Pennit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect
to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of
the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings
or notices which would not have a Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby
and thereby.


 


Section
5.04 Brokers. Buyer has not used a broker, finder or investment banker in connection with the transactions contemplated hereby, and
Buyer shall not have any liability or otherwise suffer or incur any loss as a result of or in connection with any brokerage, finder’s
fee, investment banker’s fee or other commission of any Person retained by Seller in connection with this Agreement, the Transaction
Documents or any of the transactions contemplated hereby and thereby (or any Person who is entitled to any broker’s commission,
finder’s fee, investment banker’s fee or similar payment).


 




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Section
5.05 Sufficiency of Funds. Buyer currently has, and will have as of the Closing, sufficient Common Shares to enable it to make payment
of the Purchase Price and consummate the transactions contemplated by this Agreement.


 


Section
5.06 Legal Proceedings. There are no Actions or other legal proceedings pending or, to Buyer’s knowledge, threatened in writing
against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated
by this Agreement.


 


ARTICLE
VI


COVENANTS


 


Section
6.01 Conduct of Business Prior to the Closing. Except as otherwise required by this Agreement or applicable Law, during the period
on and from the date of this Agreement through and including the Closing Date or the termination of this Agreement, Seller shall (i)
conduct the Business in the ordinary course consistent with past practices in all material respects, (ii) maintain and preserve intact
the current organization, operations and franchise of the Business, (iii) use its commercially reasonable efforts to preserve goodwill
and relationships of its Business Employees, customers, lenders, suppliers, regulators and others having relationships with the Business.
Except as otherwise required by this Agreement or applicable Law, during the period and from the date of this Agreement through and including
the Closing Date or the termination of this Agreement, Seller will not, without the prior written consent of Buyer (not to be unreasonably
withheld, conditioned or delayed), in each case solely with respect to the Business:


 


(a)
mortgage, pledge, subject to a lien, or grant a security interest in, or suffer to exist or othe1wise encumber, any of the Purchased
Assets, excluding guarantees and letters of credit provided to customers in the ordinaiy course of business or any Encumbrances existing
on the date hereof;


 


(b)
sell, dispose of or license any of the Purchased Assets to any Person, except licenses in the ordinary course of business and consistent
with past practices;


 


(c)
fail to pay and discharge any trade payables or other material obligations relating to the Purchased Assets or the Business in accordance
with Seller’s customary business practices as of the date hereof;


 


(d)
amend or tenninate any Assigned Contracts, except in the ordinary course of business;


 


(e)
fail to maintain true, complete and accurate Books and Records in a manner consistent with Seller’s past practices; or


 


(t)
agree to do any of the things described in the preceding clauses of this Section 6.01.


 


Section
6.02 Access to Information. From the date hereof until the Closing or the termination of this Agreement, Seller shall (a) afford
Buyer and its Representatives reasonable access to and the right to inspect all of the Leased Real Property, properties, assets, premises,
Books and Records, Assigned Contracts and other documents and data related to the Business; (b) furnish Buyer and its Representatives
with such financial, operating and other data and information related to the Business as Buyer or any of its Representatives may reasonably
request; and (c) instruct its Representatives to cooperate with Buyer with respect to the foregoing; provided, however , that
any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision
of Seller’s personnel and in such a manner as not to interfere with the conduct of the Business or any other businesses of Seller.
All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to Seller or such other individuals
as Seller may designate in writing from time to time. Prior to the Closing, without the prior written consent of Seller, which consent
can be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Business.


 




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Section
6.03 Confidentiality. Each paiiy acknowledges and agrees that the standard confidentiality agreement and no-trading agreement policies
applicable to a public company remain in full force and effect (the “Confidentiality Agreement”).


 


Section
6.04 Books and Records.


 


(a)
In order to facilitate the resolution of any claims made against or incurred by Seller, or for any other reasonable purpose, for
a period of ten (10) years after the later of the date hereof or the Closing, Date Buyer shall:


 


(i)
retain the Books and Records (including personnel files) relating to periods prior to the later of the date hereof or the Closing
Date; and


 


(ii)
upon reasonable notice, afford Seller’s Representatives reasonable access (including the right to make, at Seller’s expense,
electronic or photocopies), during normal business hours, to such Books and Records (subject to the delivery of customary confidentiality
imde1’takings to the satisfaction of Buyer).


 


(b)
In order to facilitate the resolution of any claims made by or against or incurred by Buyer after the later of the date hereof or
the Closing Date, or for any other reasonable purpose, for a period of ten (1O} years after the later of the date hereof or the Closing
Date, Seller shall:


 


(i)
retain the books and records (including personnel files) of Seller which relate to the Business and its operations for periods prior
to the later of the date hereof or the Closing Date; and


 


(ii)
upon reasonable notice, afford Buyer’s Representatives reasonable access (including the right to make, at Buyer’s expense,
electronic or photocopies), during normal business hours, to such books and records. ·


 


(c)
Neither Buyer nor Seller shall be obligated to provide the other party with access to any books or records (including personnel files)
pursuant to this Section 6.05 where such access would violate any Law, fiduciary duty, contractual obligation or attorney-client privilege
of such party.


 


(d)
The Seller shall cooperate with all books and records requests required to create a PCAOB audit for Buyer related to the Purchased
Assets.


 




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Section
6.05 Public Announcements. Buyer, on the one hand, and Seller, on the other hand, shall consult with each other before issuing any
press release or otherwise making any public statement with respect to this Agreement, the other Transaction Documents and the transactions
contemplated hereby and thereby and shall not issue any such press release or make any such public statement without the prior written
consent of the other, which consent shall not be unreasonably withheld or delayed; provided, however, that Buyer or Seller may,
without the prior written consent of the other party, issue such press release or make such public statement as may, upon the advice
of counsel, be required by applicable Law or stock exchange requirements. Notwithstanding the foregoing, following the signing hereof
and the Closing the parties may issue a press release or other public statement with respect to this Agreement, the other Transaction
Documents and the transactions contemplated hereby and thereby, as long as such press release or public statement does not disclose the
material terms of this Agreement or the other Transaction Documents (including the material terms of the consideration payable to Seller)
except to the extent required, upon the advice of counsel, by applicable Law or stock exchange requirements. Notwithstanding the foregoing,
(a) Buyer shall be pennitted to disclose the terms of this Agreement and the transactions contemplated hereby after the signing hereof
and the Closing (i) to its authorized representatives, employees, customers, suppliers, equityholders, and affiliates and (ii) to its
or its Affiliates, auditors, attorneys, financing sources, potential investors or other agents or any other Person to whom Buyer discloses
such infonnation in the ordinary course of business (so long as such Persons agree to, or are bound by contract or professional or fiduciary
obligations to, keep the terms of this Agreement confidential and so long as the parties shall be responsible to the other patiies hereto
for breach of this Section 6.05 or such confidentiality obligations by the recipients of its disclosure).


 


Section
6.06 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; it being understood
that any liabilities arising out of the failure of Seller to comply with 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
6.07 Non-Solidtation/Non-Competition.


 


(a)
Seller agrees that, for the period commencing on the date hereof and expiring on the three (3) year anniversary of the later of the
date hereof or the Closing Date, Seller shall not and shall cause its respective Affiliates not to directly or indirectly, (i) contact,
approach; hire or solicit for the purpose of offering employment or any similar arrangement any Buyer Employee or independent contractor,
or (ii) assists any other Person in hiring any Buyer Employee or independent contractor;provided, however, that this Section 6.09(a)
shall not prohibit general solicitations for employment through advertisements or other means not directly targeted at the employees
of the Business (including, without limitation, Business Employees and Buyer Employees), or apply to any Business Employees that are
not Buyer Employees or Buyer Employees that are terminated by the Buyer after the later of the date hereof or the Closing Date due to
no fault of such employee.


 


(b)
Seller agrees that, for the period commencing on the date hereof and expiring on the three (3) year anniversaty of the later of the
date hereof or the Closing Date, Seller shall not and shall cause its respective Affiliates not to directly or indirectly, (i) own, operate,
acquire or establish a business, or in any other manner engage alone or with others any activity, that is competitive with the Business
(whether as an operator, manager, employee, officer, director, consultant, advisor, representative or otherwise), including, for the
avoidance of doubt, through the use of any knowledge of the Business to promote business with advertisers and agencies through competitors
of the Business or (ii) induce or attempt to induce any customer, supplier or other business relation of the Business to cease or refrain
from doing business with the Business, or in any way interfere with the relationship between any such customer, supplier or other business
relation and the Business (including, without limitation, by making any negative or disparaging statements or communications regarding
the Business).


 




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(c)
Buyer agrees that, for the period commencing on the date hereof and expiring on the second anniversary of the later of the date hereof
or the Closing Date, Buyer shall not and shall not direct any of their controlled Affiliates to, (ii) contact, approach, hire or solicit
for the purpose of offering employment or any similar arrangement any employee of Seller who is not a Buyer Employee or (ii) assist any
other Person in hiring any such employee; provided, however, that this Section 6.10(c) shall not prohibit general solicitations
for employment through advertisements or other means or apply to any such employee who is terminated by Seller after the later of the
date hereof or the Closing Date.


 


Section
6.08 Further Assurances. Following the date hereof, each of the parties hereto shall, and Seller shall cause its 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,
including without limitation that (a) Seller will take the actions set forth in Section 6.10 of the Disclosure Schedules and (b) Seller
or its Affiliates, as applicable, shall instruct all account debtors with respect to Receivables constituting Purchased Assets to pay
such amounts to Buyer and, if Seller or its Affiliates, as applicable, receive payment of any such Receivables, they shall remit such
amounts to Buyer on a weekly basis. For the avoidance of doubt, nothing in this Section 6.10 shall require either party to waive any
of its rights under this Agreement.


 


Section
6.09 Third Party Consents. Seller shall use commercially reasonable effo1is to give all notices, obtain all consents and to and make
all filings with third parties that are described in Section 4.03 of the Disclosure Schedules.


 


Section
6.10 Closing Conditions. From the date hereof until the Closing, each party hereto shall use commercially reasonable fforts to take
such actions as are necessary to expeditiously satisfy the closing conditions set forth in Article VII hereof.


 


Section
6.11 Advise of Changes. Seller shall promptly advise Buyer of (a) any notice or other communication from any person alleging
that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement, (b) any notice
or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (c) any Actions
commenced, or to Seller’s Knowledge, threatened in writing, against Seller or any of its Subsidiaries, as applicable, hat are related
to the transactions contemplated by this Agreement, and (d) any fact, change, event or circumstance known to Seller, any breach, inaccuracy
or misrepresentation of a representation or warranty of Seller set forth in this Agreement or any breach or non-performance of a covenant
or obligation of Seller set forth in this Agreement (i) that has had or would reasonably be expected to have, either individually or
in the aggregate with all other such matters, a Material Adverse Effect, or (ii) which Seller !:elieves would or would be reasonably
expected to cause a condition to Closing set forth in Article VII to not be satisfied. In no event shall (x) the delivery of any notice
by Seller pursuant to this Section 6.11 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants
or agreements of Seller or the conditions to the obligations of Seller under this Agreement, or (y) disclosure by Seller be deemed to
amend or supplement the Disclosure Schedules or constitute an exception to any representation or warranty.


 


Section
6.12 Transaction Litigation. Seller shall promptly notify Buyer in writing of any action, arbitration, audit, hearing, investigation,
litigation, suit, subpoena or summons issued, commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental
Authority or arbitrator pending or, to the Knowledge of Seller, threatened against Seller, its Subsidiaries or any of their respective
directors or officers relating to the transactions contemplated by this Agreement, including the Sale (“Transaction Litigation”),
Seller shall control the defense of any Transaction Litigation threatened against Seller or its Subsidiaries; provided, however,
that Seller shall (a) give Buyer the right to review and comment on all material filings or responses to be made by Seller in connection
with any such Transaction Litigation (and Seller shall in good faith take such comments into account), and the opportunity to participate
in the defense and settlement of, any such Transaction Litigation and (b) if Buyer does not exercise such right to participate (subject
to Seller’s control right), keep Buyer reasonably and promptly infonned with respect to the status of such Transaction Litigation.
Seller agrees that it shall not settle, or offer to settle, any Transaction Litigation without the prior written consent of Buyer (such
consent not to be unreasonably withheld, conditioned or delayed).


 




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ARTICLE
VII


CONDITIONS TO CLOSING


 


Section
7.01 Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment, at or prior to the Closing, of the following condition:


 


No
Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order that is in effect and has
the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such
transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.


 


Section
7.02 Conditions to Obligations of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall
be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:


 


(a)
The representations and warranties of Seller contained in Article IV (other than the Seller Fundamental Representations) shall be
true and correct in all material respects as of the Closing Date and the Seller Fundamental Representations shall be true and co1:-r
ct in all respec s, in.each case, with the same effect as though made at and as of such date (except those representations and warranties
that address matters only as of a specified date, which shall be true and correct in all material respects as of that specified date);
provided, however , that representations and warranties qualified by Material Adverse Effect or other materiality qualifier must
instead be true and correct in all respects;


 


(b)
Seller shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement
to be performed or comphed with by them prior to or at the Closing;


 


(c)
Seller shall have delivered to Buyer duly executed counterpaf1:s to the Transaction,) Documents and such other documents and deliverables
set forth in. Section 3.02(a);


 


Section
7.03. Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement
shall be subject to the fulfillment or Seller;s waiver, at or prior to the Closing, of each of the following conditions:


 


(a)
The representations and warranties of Buyer contained in Article V shall be tme and correct in all material respects as of the Closing
Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only
as of a specified date, which shall be true and correct in all material respects as of that specified date); provided, however,
that representations and warranties qualified by Material Adverse Effect or other materiality qualifier must instead be true and correct
in all respects;


 


(b)
Buyer shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement
to be performed or complied with by it prior to or at the Closing;


 




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(c)
Buyer shall have delivered to the Seller the Closing Payment Amount, duly executed counterparts to the Transaction Documents and
such other documents and deliveries set forth in Section 3.02(b).


 


ARTICLE
VIII


INDEMNIFICATION


 


Section
8.01 Survival. Subject to the limitations and other provisions of this Agreement, the representations and wan-anties contained herein
shall survive the Closing and shall remain in full force and effect until the date that is fifteen (15) months from the Closing Date
(the “Expiration Date”); provided, however, (i) that the representations and warranties contained in
Section 4.01 (Organization and Qualification of Seller), Section 4.02 (Authority of Seller), Section 4.07 (Title to Tangible Personal
Property), Section 4.08 (Sufficiency of Assets), and Section 4.15 (Taxes) (collectively, the “Seller Fundamental Representations”),
and Section 5.01 (Organization of Buyer) and Section 5.02 (Authority of Buyer) (collectively, the “Buyer Fundamental
Representations”) shall survive the Closing indefinitely, and (ii) the representations and wan-anties contained in Section
4.09 (Intellectual Property) and Section 4.20 (Privacy and Data Security) (collectively, the “Seller IP Representations”)
shall survive the Closing and shall remain in full force and effect indefinitely. None of the covenants or other agreements contained
in this Agreement shall survive the Closing Date other than those which by their tenns contemplate performance after the Closing Date,
and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its tenns (the applicable period
of survival with respect to any representation, wan-anty, covenant or agreement, the “Survival Period”). Notwithstanding
the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice
from the non-breaching party to the breaching party prior to the Expiration Date of the applicable survival period shall not thereafter
be barred by the expiration of such survival period and such claims shall survive until finally resolved. It is the express intent of
the parties that, if the applicable Survival Period is shorter than the statute of limitations that would otherwise have been: applicable
to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened Survival
Period contemplated hereby.


 


Section
8.02 !ndemnification By Seller. After the date hereof, subject to the otl er terms and conditions of this Article VIII, Seller shall
indemnify Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnified Parties”)
against, and shall hold Buyer Indemnified Parties hannless from and against, any and all Losses incurred or sustained by, or
imposed upon, the Buyer Indemnified Parties based upon, arising out of, with respect to orby reason of:


 


(a)
any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or in any Transaction
Document (for purposes of calculating’ any Losses · arising from such inaccuracy or breach and for purposes of determining
whether there has been an inaccuracy in or breach of any such representation or wan-anty, such representation and warranty shall be read
as if it were not qualified by any concept of “material,” “materiality,” “Material Adverse Effect,”
or similar qualifiers);


 


(b)
any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or in
any Transaction Document;


 


(c)
any Third Party Claims related to the Business, operations, properties, assets or obligations of Seller or any of its Affiliates
conducted, existing or arising before the date hereof;


 


(d)
any Excluded Asset or Excluded Liabilities; or


 




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(e)
any claim made by any stockholder of Seller against any Buyer Indemnified Party directly or indirectly related to the Transaction
Documents and consummation of the transactions contemplated hereby and thereby;


 


Section
8.03(A) Indemnification By Buyer. After the date hereof, subject to the other terms and conditions of this Article VIII, Buyer shall
indemnify Seller and its Affiliates (collectively, the “Seller Indemnified Parties”) against, and shall hold
the Seller Indemnified Parties hannless from and against, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnified
Parties based upon, arising out of, with respect to or by reason of:


 


(a)
any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any Transaction
Document (for purposes of calculating any Losses arising from such inaccuracy or breach and for purposes of detennining whether there
has been an inaccuracy in or breach of any such representation or warranty, such representation and warranty shall be read as if it were
not qualified by any concept of “material,” “materiality,” “Material Adverse Effect,” or similar
qualifiers);


 


(b)
any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement or in any
Transaction Document;


 


(c)
any Third Party Claims related to the Business, operations, properties, assets or obligations of Buyer or any of its Affiliates conducted
or arising after the date hereof; or


 


(d)
any Purchased Assets or Assumed Liabilities.


 


Section
8.04 Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03(A) shall be subject to the following
limitations:


 


(a)
The·aggregate amount of Losses for which -.:he Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall
be entitled to indemnification pursuant to this Article VIII shall not exceed the Purchase Price (the “Indemnification Cap”),
other than with respect to the following: (x)(i) claims based on breaches in, or inaccuracies of, the Seller Fundamental Representations
or the Seller IP Representations, (ii) claims arising under Section 8.02(b) through and including 8.02(e), and (iii) claims based on
Fraud, criminal activity or willful misconduct of Seller (the claims described in clauses (i), (ii), and (iii), the “Seller
Special Indemnification Matters”) and (y)(i) claims based·on breaches of the Buyer Fundamental Representations,
(ii) claims arising under Sections 8.03(b) through and including 8.03(d), and (iii) claims based on Fraud, criminal activity or willful
misconduct of Buyer (the claims described in clauses (i), (ii) and (iii), the“Buyer Special Indemnification Matters”).


 


(b)
Seller shall not be liable to the Buyer Indemnified Parties for indemnification under Section 8.02 unless and until the aggregate
amount of Losses in respect of indemnification under Section 8.02 exceed $100,000 (the “Threshold”) (provided
that any individual or series ofrelated Losses which do not exceed $25,000 (“De-Minimis Losses”) shall not
be counted towards the Threshold), at which time the Buyer Indemnified Party shall be indemnified for the amount of Losses in excess
of the Threshold, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that the Threshold and the exclusion
of De-Minimis Losses shall not be applicable with respect to, and each Buyer Indemnified Party shall be entitled to be indemnified for,
all Losses arising out of or resulting from the indemnification obligation with respect to Seller Special Indemnification Matters. Buyer
shall not be liable to the Seller Indemnified Parties for indemnification under Section 8.03 unless and until the aggregate amount of
Losses in respect of indemnification under Section 8.03 exceeds the Threshold (provided that De-Minimis Losses shall not be counted towards
the Threshold), at which time the Seller Indemnified Party shall be indemnified for the amount of Losses in excess of the Threshold,
including, for the avoidance of doubt, De-Minimis Losses; provided, however, that the Threshold and the exclusion of De-Minimis
Losses shall not be applicable with respect to, and each Seller Indemnified Party shall be entitled to be indemnified for, all Losses
arising out of or resulting from the indemnification obligation with respect to Buyer Special Indemnification Matters.


 




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(c)
Payments by the Indemnifying Party (as defined in Section 8.05) pursuant to Article VIII in respect of any Loss shall be limited
to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution
or other similar payment actually received by the Indemnified Party (as defined in Section 8.05) in respect of any such claim.


 


(d)
Notwithstanding the foregoing, in no event shall the Indemnifying Party be liable to the Indemnified Paiiy for any punitive, incidental,
consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opp01iunity relating
to the breach or alleged breach of this Agreement, or any damages based on any type of multiple except to the extent adjudicated and
owed to a third party with respect to a Third Party Claim.


 


(e)
Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss, including by pursuing
insurance claims and claims against third parties, and shall reasonably consult and cooperate with the Indemnifying Party with a view
toward mitigating Losses upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise to
Losses.


 


Section
8.05 Indemnffication Procedures. The party making a claim under this Article VII! is refened to as the “Indemnified Parry”\-and
the party against whom such claims are asserted under this Article VIII is refened to as the “Indemnifying Party”.


 


(a)
Third Party Claims. If any Indemnified Party receives written notice of the assertion or commencement of any Action or
other legal proceeding made or brought by any Person who is not a . party to this Agreement or an Affiliate ofa party to this Agreement
or a Representative of the foregoing (a “Third Parry Claim”) against sich Indemnified Party, the Indemnified Party
shall give,the Indemnifying Party prompt written 11otice thereof (a “Claim Notice”). The failure to give such
prompt -written notice shall not, hnvever, !’-elieve the Indemnifying Party of its indemnification obligations. Such Claim Notice
shall describe he Third Party Claim in reasonable detail, shall include a copy of all papers served with respect to suc 1 ThircLParty
Claim, if any, and any other documents reasonably-:necessary (as detennined by the :ncienmifled Party) and shall indicate the estimated
amount, if reasonably practicable,, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Patty shall
have the right to participate in or, by giving written notice within ten (10) Business Days of receipt of a Third Party Claim, to assume
the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying-Party’ JWll counsel;
provided, that such notice contains confinnation that the Indemnifying Party has agree to indemnify the Indemnified Party (subject
to the limitation on indemnification set forth herein) for the Losses arising out of or resulting from the Third Party Claim of which
it is assuming the right to conduct and control the defense thereof. In the event that the Indemnifying Party assumes the defense of
any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute,
defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party; provided,
however, that the Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control
over, the defense or settlement of any claim if: (i) such claim is part of an Action to which the Indemnifying Party is also a party
and the Indemnified Party is advised by counsel that a conflict exists as a result of the Indemnifying Party’s control over such
proceedings, (ii) such Third Party Claim seeks injunctive or other equitable relief against the Indemnified Party, (iii) the Third Party
Claim relates to or arises in connection with any governmental proceeding, action, indictment, allegation or investigation in respect
of the business of Buyer or their respective Affiliates, (iv) the Indemnifying Party failed or is failing to reasonably prosecute or
defend such Third Party Claim, or (vi) such claim involves any customer, supplier, distributor or other material business relation of
Buyer or its Affiliates. If the Indemnifying Party has validly made such election, the Indemnified Party shall have the right, at its
own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying
Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third Party Claim
or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnifying
Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party. The Indemnified Party and the Indemnifying
Party shall cooperate with each other in all reasonable respects to ensure the proper and adequate defense of any Third Party Claim,
including making available Books and Records and other information relating to such Third Party Claim and furnishing employees and representatives
as may be reasonably necessary for the preparation of the defense of such Third Party Claim.


 




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(b)
Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying’Party
assumes the defense of any Third Party Claim pursuant to Section 8.05, (i) the Indemnified Party shall not file any papers or consent
to the entry of any judgment or enter into any settlement with respect to such Third Party Claim and (ii) the Indemnifying Party shall
not consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the prior written
consent of the Indemnified Party (which consent shall be given if the settlement by its terms (1) obligates the Indemnifying Party to
pay the full amount of the liability in connection with such Third Party Claim, (2) fully and finally releases the Indemnified Party
completely in,oonnection with such Third Party Claim, anci (3) does not iml)ose any obligation or restriction on’sueh In9e111nified
Party i or its Affiliates). If the Iridemni.fying Party does not assume the defense of such Third Party Claims or fails to diligently
prosecute or withdraws from the defense of a Third Party Claim, the Indemnifying Party will not be obligated to indemnify the Indemnified
Party for any settlement entered into Oli any judgment consented to without the prior the Indemnifying Party’s prior written consent
(which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding any other provision ofthis Agreement, whether
or not the Indemnifying Party shall 11.ave assumed the defense of aThitd·Party·Claim, if.the Indemnified Party admits any
liability. with respect to, or settles, compromises or discharges·; such Third Party Claim without the Indemnifying Party’s
prior written consent (which consent,shall not be unreasonably withheld, delayed or cmiditioned), then such admission, settlement or
..comptomise wili not be binding upon or constitute.evidence against he Indemnifying Party for purposes-0ftletermining whether the Indemnified
Party has incurred Losses that are indemni:fiable pursuantl to ,this Article,VIII or the amount thereof.


 


(c)
Direct Claims. Any claim by an Indemnified Party on account of a I,oss which does not result from or involve a Third Party
Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof
to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall
describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has
been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice
to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty
(30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or
circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct
Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does
not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted such claim.


 




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Section
8.06 Tax Treatment of Indemnification Payments. All indemnification payments made (or deemed to be made) with respect to any claim
pursuant to Article VIII shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required
by Law.


 


ARTICLE
IX


TERMINATION


 


Section
9.01 Termination. This Agreement may be tenninated at any time prior to the Closing:


 


(a) by
the mutual written consent of Seller and Buyer;


 


(b)
by Buyer by written notice to Seller if there has been a material breach, inaccuracy in or failure to perfo1m any representation,
warranty, covenant or agreement made by Seller pursuant to this Agreement that would give rise to the failure of any of the conditions
specified in Section 7.01 or Section 7.02 and such breach, inaccuracy or failure cannot be cured by Seller by April 31, 2022 (the “Drop
Dead Date”); provided, that in the event that Buyer extends the Closing Date to beyond April 31, 2022 pursuant to Section
3.01, the Drop Dead Date shall be fifteen days thereafter.


 


(c)
by Seller by written notice to Buyer if there has been a material breach, inaccuracy in or failure to perform any representation,
warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions
specified in Section 7.01 or Section 7.03 and such breach, inaccuracy or failure cannot be cured by Buyer by th Drop Dead Date;


 


(d)
by Buyer or Seller in the event that:


 


(i)
there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited;


 


(ii)
any Governmental Authority shall have issued a Qovernm nta} Order restraining or enjoining the transactions contemplated by this
Agreement, and such Governmental Orper shall have become final and non-appealable; or ·


 


(iii)
the Closing does not occur by the Drop Dead Date.


 


(e) by
Buyer, if:


 


(i)
the board of directors,of Seller shall have effected _a Seller Adverse Recommendation Change;


 


(ii)
Seller shall have entered into, or publicly announced its intention to enter into, a Company Acquisition Agreement; or


 


(iii)
Seller or the board of directors of Seller have publicly announced its intention to do any of the foregoing; or


 


(i)
by Buyer or Seller if the Closing has not occurred by the Drop Dead Date; provided, that the party electing to terminate this
Agreement in such instance has not materially breached this Agreement and such breach is the primary reason for such failure to consu
nmate the Closing.


 




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Section
9.02 Effect of Termination.


 


(a)
In the event of the termination of this Agreement in accordance with this Article IX, this Agreement shall immediately become null
and void and there shall be no liability or obligation on the part of any party hereto other than liability for any Willful Breach of
this Agreement prior to such termination; provided that the provisions of Section 6.04 (Confidentiality), this Section 9.02 (Effects
of Termination) and Article X (Miscellaneous) shall remain in full force and effect and survive any termination of this Agreement.


 


ARTICLE
X


MISCELLANEOUS


 


Section
10.01 Expenses. Except as otherwise expressly provided herein (including Section 6.08 hereof), all costs and expenses, including,
without limitation, fees and disbursements of counsel, financial advisors.and accountants, incurred in connection with this Agreement
and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall
have occurred.


 


Section
10.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing (including,
without limitation, e-mail transmission) and shall be deemed to have been given (a) if delivered by hand, when such delivery is made
at the address specified on the signature pages hereto; (b) when received by the addressee if sent by a nationally recognized overnight
courier (receipt requested); (c) if delivered by e-mail or facsimile, when such e-mail or facsimile is transmitted to the number or e-mail
address specified on the signature page hereto or (d)on the day mailed, by certified or registered mail, return receipt requested, postage
prepaid. Such communications must be sent to the respective parties at the addresses or coordinates as provided on the signature pages
hereto (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02).


 


All
notices and other communications hereunder shall be in writing and shall be addressed as follows (or at such other address for a Party
as shall be specified by like notice):


 


If
to Jupiter Wellness, to:


 


Jupiter
Wellness, Inc.


1061
E. Indiantown Rd., Ste. 110


Jupiter,
FL 33477


Attention: Dr. Wilson


Telephone: (561) 325-0482


Email:
drwilson@.um.iterwellness.com


 


with
a copy (which shall not constitute notice) to:


 


Lucosky Brookman LLP


111
Broadway, Suite 807


New York, NY 10006


Attention: Adele Hogan


Email: aho@!!@lucbro.com


 




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If
to Ascent Clinical Research, Inc., to:


 


Ascent
Clinical Research, Inc.


 


Scott
Olson, Esq.


Address: 274 Broadway


Costa Mesa, CA 92627


Email:
sdoesq@gmail.com


Phone: (310) 985-1034


 


Section
10.03 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and
“including” shall be deemed to be followed by the words “without limitation”; (b)
the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,”
“hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise
requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure
Schedules and Exhibits attached to, this Agreement; (i) to an agreement, instrument or other document means such agreement, instrument
or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (ii)
to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated
thereunder. 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 Disclosure Schedules and Exhibits referred to herein shall
be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. All references
in this Agreement or any of the other Transaction Documents to “$” or “Dollars” are to United States Dollars,
unless expressly stated otherwise.


 


Section
10.04 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 


Section
10.05 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 or invalidate or render unenforceable such
term or provision in any other jurisdiction.


 


Section
10.06 Entire Agreement. This Agreement (including the Exhibits and the Disclosure  Schedules) and the other Transaction
Documents constitute the entire agreement of the parties with respect to the subject matter contained herein and therein, and
supersede all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with
respect to such subject matter.


 


Section
10.07 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. Except as set forth in Section 2.12, neither party may assign its rights or obligations
hereunder without the prior written consent of the other party; provided, however, that Buyer can assign its rights hereunder
to any lender providing the Financing. No assignment (including pursuant to Section 2.12) shall relieve the assigning party of any of
its obligations hereunder.


 


Section
10.08 No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors
and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal
or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 




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Section
10.09 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing
signed by Seller and Buyer. 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 waiver by any party shall operate or be construed as a waiver in respect of any failure,
breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring
before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this
Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


 


Section
10.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.


 


(a)
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect
to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).


 


(b)
ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON 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 DELAWARE COURT OF CHANCERY
(OR, ONLY IF THE DELAWARE COURT OF CHANCERY DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE COURT WITHIN THE STATE
OF DELAWARE), AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE
OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY
OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR
CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


(c)
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 SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER TRANSACTION
DOCUMENTS, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO
REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE
FOREGOING WAIYER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES
THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 10.l0(c).


 




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Section
10.11 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed
in accordance with the terms hereof or were otherwise breached. It is accordingly agreed that the parties to this Agreement shall be
entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the payment or posting of any
bond) in connection with any breach or threatened breach of this Agreement and to enforce specifically the terms and provisions of this
Agreement in any court of the United States or any state having jurisdiction, including, without limitation, to enforce the obligations
of each of Buyer and Seller to consummate the Closing. This paragraph shall not be constmed as an election of any remedy, or as a waiver
of any right available to the parties under this Agreement or the law, including, without limitation, the right to seek damages from
the breaching party for a breach of any provision of this Agreement, nor shall this paragraph be constmed to limit the rights or remedies
available under applicable law for any violation of any provision of this Agreement.


 


Section
10.12 Disclosure Schedule. The Disclosure Schedules will be arranged to correspond to the representations and warranties in Article
IV of this Agreement, and the disclosure in any portion of the Disclosure Schedules shall qualify the corresponding provision in Article
IV and any other provision of Article IV to which it is reasonably apparent from such disclosure that such disclosure relates. No reference
to or disclosure of any item or other matter in the Disclosure Schedules shall be construed as an admission or indication that such item
or other matter is material or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedules.
The information set forth in the Disclosure Schedules is disclosed solely for the purposes of this Agreement, and no information set
forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including of any violation
of law or breach of any agreement.


 


Section
10.13 Counterparts. This Agreement may be executed and delivered (including, without limitation, by facsimile transmission or e-mail)
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, e-mail 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.


 


Section
10.14 Non-recourse. This Agreement and the Transaction Documents may only be enforced against, and any Action or other legal proceeding
based upon, arising out of, or related to this Agreement and the Transaction Documents, or the negotiation, execution or performance
of this Agreement and the Transaction Documents, may only be brought against the entities that are expressly named as a party hereto
and thereto and then only with respect to the specific obligations set forth herein and therein with respect to such party. No past,
present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other
Representative of any party hereto or of any Affiliate of any party hereto and thereto, or any of their successors or pennitted assigns,
shall have any liability for any obligations or liabilities of any party hereto under this Agreement and the Transaction Documents or
for any Action or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby and thereby; provided,
however, nothing in this Section 10.14 shall relieve or otherwise limit the liability of any party hereto or thereto or any of their
respective successors or pennitted assigns for any breach or violation of its obligations under such agreements, documents or instmments.


 


Section
10.15 Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege.


 


(a)
Buyer waives and shall not assert, and agrees to cause its Affiliates to waive and not to asse1i, any conflict of interest arising
out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller
or any of their Affiliates or any shareholder, officer, employee or director of the or any of their Affiliates (any such Person, a “Designated
Person”) in any matter involving this Agreement, the Transaction Documents or the transactions contemplated hereby, by
Lucosky Brookman LLP, or Scott Olsen, Esq. (the “Current Representation”).


 




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(b)
Buyer waives and shall not assert, and agrees to cause its Affiliates to waive and to not assert, any attorney-client privilege solely
to the extent inherited as a result of the transactions contemplated by this Agreement with respect to any communication between any
legal counsel and any Designated Person in any matter involving this Agreement, the Transaction Documents or the transactions contemplated
hereby occurring during the Current Representation prior to the Closing Date in connection with any Post-Closing Representation, including
in connection with a dispute with Buyer or any of its Affiliates, it being the intention of the parties hereto that all rights to attorney-client
privilege with respect to any communication between any legal counsel and any Designated Person in any matter involving this Agreement,
the Transaction Documents or the transactions contemplated hereby occurring during the Current Representation and to control such attorney-client
privilege shall be retained by Seller.


 


(c)
The attorney-client privilege, attorney work-product protection and expectation of client confidence arising from the transactions
contemplated hereby prior to the Closing Date, and all information and documents covered by such privilege or protection, will belong
to and be controlled by Seller and may be waived only by Seller, and not Buyer, and will not pass to or be claimed or used by Buyer;
provided, that Buyer may assert the privilege against a third party.


 


[Remainder
of Page Intentionally Left Blank]


 




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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.


 


	 	ASCE
    LINICAL RESEARCH, INC.
	 	 	                                    
	 	By:	 /s/ Scott
    Olson 
	 	Name:
    	Scott
    Olson
	 	Title:
    	President
	 	 	 
	 	Scott
    Olson, Esq. 
	 	Address:
    274 Broadway 
	 	Costa
    Mesa, CA 92627
	 	Email:
    sdoesq@gmail.com
	 	Phone:
    (310) 985-1034
	 	 
	 	JUPITER
    WELLNESS, INC.
	 	By:	 /s/ Brian
    John 
	 	Name:	Brian
    John
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	Address:
    1061 E. Indiantown Road, 
	 	Suite
    110, Jupiter, FL 33477
	 	Email:
    bjohn@jupiterwellness.com
	 	Phone:
    (561) 599-0080
	 	 
	 	with
    a copy to (which will not constitute notice) to:
	 	Lucosky
    Brookman LLP
	 	Address:
    111 Broadway, Suite 807 
	 	New
    York, NY 10006
	 	 
	 	Attention:
    Adele Hogan, Esq. 
	 	Email:
    ahogan@lucbro.com


 




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EXHIBIT
A


 


BILL
OF SALE


 




    	43