Asset Purchase Agreement Sample Contracts

AgeX Therapeutics, Inc. – Asset Purchase Agreement (July 19th, 2018)

This Asset Purchase Agreement (this "Agreement"), dated as of March 21, 2018, is entered into between Ascendance Biotechnology, Inc., a Delaware corporation (the "Company"), and AgeX Therapeutics, Inc., a Delaware corporation ("Buyer").

Lux Amber, Corp. – Website Asset Purchase Agreement (July 18th, 2018)

This Website Asset Purchase Agreement (the "Agreement ") is made effective on this 27th day of April, 2018, by and between Guo Zhen, with legal address being 109 Grand GuoZhuang str., Zhumadian city, Henan Province, China 463000 (the "Seller"), and LUX AMBER, CORP. , company at 207 Shaoyaoju Beili, Beijing, China 100029 (the "Buyer ").

MR2 Group, Inc. – ASSET PURCHASE AGREEMENT for MARKETING ANALYSTS, LLC (July 17th, 2018)

THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of June 2, 2018 (the "Effective Date"), by and between ACQUISITION CORP 1, a Nevada corporation ("Buyer"), with offices at 101 Convention Center Drive, Plaza 125, Las Vegas, NV 89109, and an affiliate of MR2 Life, Inc. and MR2 Group, Inc., and MARKETING ANALYSTS, LLC, d/b/a MAi Research, a South Carolina limited liability company ("Seller"), with offices at 2000 Sam Rittenberg Boulevard, Suite 3007, Charleston, SC 29407 (Buyer and Seller are sometimes referred to herein individually as a "party" and collectively as the "parties").

GrowGeneration Corp. – Form of REVISED ASSET PURCHASE AGREEMENT (July 16th, 2018)

THIS REVISED ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 28th day of June, 2018, by and among GrowGeneration Corp, a Colorado corporation ("Buyer") with offices at 1000 W. Mississippi Avenue, Denver, CO 80223, and Santa Rosa Hydroponics & Grower Supply Inc, a California corporation with offices at 4180 S. Moorland Avenue, Santa Rosa, CA 95407 ("Seller"), and its two shareholders, Rick Barretta ("RB") and Jason Barretta ("JB") .Buyer, Seller, RB and JB are collectively referred to as "Parties."

Asset Purchase Agreement (July 13th, 2018)

This Asset Purchase Agreement (this "Agreement") is dated as of July 10, 2018, by and between East Bay Broadcasting, LLC, a California limited liability company ("Seller"), and New Inspiration Broadcasting Company, Inc., a California corporation ("Buyer").

Lucas Energy – Asset Purchase Agreement (July 13th, 2018)

This Asset Purchase Agreement (this "Agreement") is made and entered into on the 12th day of July 2018, by and between N&B Energy, LLC, a Texas limited liability corporation ("Purchaser") and Camber Energy, Inc. ("Seller"), each a "Party" and collectively the "Parties."

Terra Tech Corp. – Asset Purchase Agreement (July 12th, 2018)

This Asset Purchase Agreement (this "Agreement") is entered into as of July 6, 2018 (the "Effective Date"), by and between EXHALE BRANDS NEVADA III LLC, a Nevada limited liability company ("Purchaser"), and MEDIFARM LLC, a Nevada limited liability company ("Seller").

US Highland, Inc. – ASSET PURCHASE AGREEMENT by and Between US HIGHLAND, INC., SUPREME SWEETS ACQUISITION CORP., SUPREME SWEETS INC. AND 2498411 ONTARIO INC. Dated as of June 30, 2018 (July 11th, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of June 30, 2018 ("Effective Date"), by and among Supreme Sweets Inc. ("Old Supreme Sweets"), a corporation organized under the laws of Ontario, Canada and 2498411 Ontario Inc. ("249 Ontario"), a corporation organized under the laws of Ontario, Canada (collectively, the "Seller", except that wherever the context dictates, "Seller" may refer to either or both of Old Supreme Sweets and/or 249 Ontario), and US Highland, Inc., a Nevada corporation and Supreme Sweets Acquisition Corp., a corporation organized under the laws of Ontario, Canada (collectively, "Buyer").

Bovie Medical Corporation – Execution Version ASSET PURCHASE AGREEMENT Between SPECIALTY SURGICAL INSTRUMENTATION INC., as the Buyer and BOVIE MEDICAL CORPORATION, as the Seller Dated as of July 9, 2018 (July 9th, 2018)
Home BancShares, Inc. – Asset Purchase Agreement (July 6th, 2018)

This Asset Purchase Agreement (this Agreement), dated as of June 29, 2018, is entered into by and among Home BancShares, Inc., an Arkansas corporation (HBI), Centennial Bank, an Arkansas state bank (Centennial and collectively with HBI, Buyer), and Union Bank & Trust, a Virginia state bank (Seller).

China Stationary & Office – Asset Purchase Agreement (July 6th, 2018)

THIS AGREEMENT is made and entered into this 28th day of June 2018, by and between, Election Services Solutions, LLC ("the "Seller" and "ESS") Global Election Services, Inc. ("GES") and Global Arena Holding, Inc. ("GAHI"), a Delaware corporation ("collectively, the "Buyers", "GES ", "GAHI").

South Jersey Industries – Asset Purchase Agreement (July 3rd, 2018)

This Asset Purchase Agreement (this "Agreement"), dated and effective as of June 27, 2018 (the "Effective Date"), is entered into by and between Marina Energy LLC, a limited liability company organized and existing under the laws of the State of New Jersey ("Seller"), and GSRP Project Holdings I, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware ("Buyer"). Throughout this Agreement, Buyer and Seller are sometimes referred to each as a "Party" and collectively as the "Parties."

Saexploration Holdings Inc. – ASSET PURCHASE AGREEMENT Dated as of June 26, 2018 by and Among GEOKINETICS INC., GEOKINETICS HOLDINGS USA, INC., GEOKINETICS PROCESSING, INC., GEOKINETICS USA, INC., ADVANCED SEISMIC TECHNOLOGY, INC., GEOKINETICS INTERNATIONAL HOLDINGS, INC., GEOKINETICS INTERNATIONAL, INC., GEOKINETICS (AUSTRALASIA) PTY. LTD., AND GEOKINETICS EXPLORATION, INC. As the Sellers and SAEXPLORATION, INC. As Buyer (July 2nd, 2018)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into effective as of this 26th day of June, 2018 (the Effective Date), by and among Geokinetics Inc., a Delaware corporation (GeoK) and certain of its subsidiaries, debtors and debtors-in-possession, on the one hand (each, a Seller and collectively, Sellers), and SAExploration, Inc., a Delaware corporation, or its affiliated designee (Buyer), on the other. Buyer and Sellers may be referred to herein individually as a Party and collectively as the Parties.

Medical Transcription Billing, Corp – ASSET PURCHASE AGREEMENT AMONG MEDICAL TRANSCRIPTION BILLING, CORP. As Purchaser, AND Orion Healthcorp, Inc. Medical BilLing Services, Inc. Rand Medical Billing, Inc. RMI Physician Services COrpORATION Western SKies Practice MAnagement, Inc. Physicians Practice Plus Holdings, LLC PhysicianS Practice Plus LLC NEMS Acquisition LLC NorthEast Medical Solutions, LLC NEMS West Virginia, LLC Integrated Physician Solutions, INC. VEGA Medical Professionals, LLC, Allegiance Consulting Associates, Llc, Allegiance Billing & Consulting, Llc Debtors-In-Possession, as Sellers Dated as of June 25, 2018 (July 2nd, 2018)

4.10 ERISA and Related Matters 15 4.11 Real Property 16 4.12 Validity of Contracts 16 4.13 Intellectual Property. 16 4.14 Authorization 16 4.15 No Conflict with Other Instruments or Agreements 17 4.16 Brokers or Finders 17 4.17 Taxes 17 4.18 Financial Information 17 Article 5 PURCHASER'S REPRESENTATIONS AND WARRANTIES. 17 5.1 Organization and Corporate Power 17 5.2 Authorization 18 5.3 No Conflict with Other Instruments or Agreements 18 5.4 Brokers or Finders 18 5.5 Funding 18 5.6

Summit Semiconductor Inc. – Asset Purchase Agreement (July 2nd, 2018)

This Asset Purchase Agreement ("Agreement") is made as of the last date signed by both parties hereunder (the "Effective Date"), by and between Hallo Development Co., LLC, a Michigan limited liability company (the "Seller"), with its principal place of business at the address set forth below and Focus Enhancements, Inc. a Delaware corporation (the "Purchaser"), whose principal place of business is at the address set forth below. Together, Seller and Purchaser are the "Parties" each a "Party"

Blueknight Energy – Asset Purchase Agreement (June 29th, 2018)

This Asset Purchase Agreement ("Agreement"), dated this 28th day of June, 2018, is made and entered into between Ergon Asphalt & Emulsions, Inc., a Mississippi corporation ("Purchaser"), and BKEP Terminalling, L.L.C. a Texas limited liability company ("BKEP Terminalling"), BKEP Materials, L.L.C., a Texas limited liability company, ("BKEP Materials") and BKEP Asphalt, L.L.C. ("BKEP Asphalt"; and along with BKEP Terminalling and BKEP Materials, the "Seller"). The Seller and Purchaser are sometimes individually referred to as a "Party" and sometimes collectively referred to as the "Parties".

ASSET PURCHASE AGREEMENT by and Among ENVIROSTAR, INC. And SCOTT EQUIPMENT, INC. On the One Hand, and JOHN SCOTT MARTIN, JR., JOHN S. MARTIN FAMILY LIMITED PARTNERSHIP, JOHN SCOTT MARTIN, JR. TESTAMENTARY TRUST, and SCOTT EQUIPMENT, INC. On the Other Hand Dated as of June 20, 2018 (June 25th, 2018)

This ASSET PURCHASE AGREEMENT, dated as of June 20, 2018 (this "Agreement"), by and among EnviroStar, Inc., a Delaware corporation (the "Parent"), and Scott Equipment, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the "Buyer"), on the one hand, and John Scott Martin, Jr., the John S. Martin Family Limited Partnership, a Texas limited partnership (the "Martin Family Limited Partnership" and collectively with John Scott Martin, Jr., the "Stockholders"), John Scott Martin, Jr. Testamentary Trust (the "Trust"), and Scott Equipment, Inc., a Texas corporation (the "Company"), on the other hand. The Stockholders and the Company are sometimes collectively referred to as the "Seller Group."

Asset Purchase Agreement (June 22nd, 2018)

5.9 Real Property 29 5.10 Software and Data 30 5.11 Intellectual Property 30 5.12 Products and Databases; Nature of Business 33 5.13 Material Contracts 34 5.14 Employee Benefits 35 5.15 Labor 36 5.16 Litigation 37 5.17 Compliance with Laws; Permits 38 5.18 Customers and Suppliers 38 5.19 Insurance 38 5.20 Accounts Receivable 39 5.21 Books and Records 39 5.22 Debt Instruments; Accounts Payable; Intercompany Transactions 39 5.23 Financial Advisors 40 5.24 No Other Representations or Warranties; Schedules 40 Article VI REPR

Establishment Labs Holdings Inc. – Asset Purchase Agreement (June 21st, 2018)

THIS ASSET PURCHASE AGREEMENT (along with the exhibits and schedules hereto, this "Agreement"} is made as of November 6, 2015 by and among JAMM Technologies, Inc., a Delaware corporation (the "Purchaser"), Establishment Labs Holdings Inc., a British Virgin Islands company (the "Parent"), and Magna Equities I, LLC, a Delaware limited liability company (the "Holder"). Certain terms used in this Agreement shall have the meaning ascribed to them in Section 9 hereof.

Provention Bio, Inc. – Asset Purchase Agreement (June 20th, 2018)

This Asset Purchase Agreement (this "Agreement") is made and entered into as of the 7th day of May 2018 (the "Closing Date"), by and between

First Western Financial Inc – Asset Purchase Agreement (June 19th, 2018)

This ASSET PURCHASE AGREEMENT (the Agreement) is made and entered into effective as of August 18, 2017 (the Effective Date), by and among (a) FIRST WESTERN TRUST BANK, a Colorado state banking corporation (Buyer); (b) EMC HOLDINGS, LLC, a Colorado limited liability company (Seller); (c) WHMC, LLC, a Colorado limited liability company, as the sole member of Seller (the Member) and (d) ALAN SCHRUM (Schrum) (Seller, the Member and Schrum are collectively referred to herein as the Seller Group) (Buyer and each member of Seller Group are sometimes referred to herein individually as a Party and collectively as the Parties).

Premier Exhibitions – ASSET PURCHASE AGREEMENT by and Between PREMIER EXHIBITIONS, INC., OTHER SELLERS NAMED HEREIN, RMS TITANIC, INC. (SOLELY FOR PURPOSES OF ARTICLE III, ARTICLE V, ARTICLE VII AND ARTICLE VIII) and PREMIER ACQUISITION HOLDINGS LLC Dated as of June 14, 2018 (June 18th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of June 14, 2018 (the "Execution Date"), is made by and among (i) Premier Exhibitions, Inc., a Florida corporation ("Premier"), (ii) Arts and Exhibitions International, LLC, a Florida limited liability company ("A&E"), (iii) Premier Exhibition Management LLC, a Florida limited liability company ("PEM"), (iv) Premier Exhibitions NYC, Inc., a Nevada corporation ("Premier NYC"), (v) Premier Merchandising, LLC, a Delaware limited liability company ("Premier Merch"), (vi) Premier Exhibitions International, LLC, a Delaware limited liability company ("PEI"), (vii) Dinosaurs Unearthed Corp., a Delaware corporation ("DU Corp.") (collectively with Premier, A&E, PEM, Premier NYC, Premier Merch and PEI, the "Debtor Sellers"); (viii) DinoKing Tech Inc. d/b/a Dinosaurs Unearthed, a company formed under the laws of British Columbia ("DinoKing"), (ix) RMS Titanic, Inc., a Florida corporation ("RMST"), solely for purposes of Article III, Articl

Crawford – MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT BY AND BETWEEN CRAWFORD & COMPANY CRAWFORD & COMPANY (CANADA) INC. EPIQ CLASS ACTION & CLAIMS SOLUTIONS, INC. AND EPIQ SYSTEMS CANADA ULC Dated as of June 15, 2018 (June 18th, 2018)

This MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT, dated June 15, 2018 (this Agreement), is made and entered into by and between Crawford & Company, a Georgia corporation (Equity Seller), Crawford & Company (Canada) Inc., a Canada corporation (Asset Seller; each of Equity Seller and Asset Seller, a Seller and collectively Sellers), Epiq Class Action & Claims Solutions, Inc., a Rhode Island corporation (Equity Buyer), and Epiq Systems Canada ULC, a British Columbia unlimited liability company (Asset Buyer each of Equity Buyer and Asset Buyer, a Buyer and collectively Buyers). Buyers (collectively) and Sellers (collectively) are each referred to individually as a Party and collectively as the Parties.

Pancretec Inc – Amendment of Asset Purchase Agreement (June 15th, 2018)

This Amendment of Asset Purchase Agreement, dated as of June 8, 2018, is entered into by and between ACOLOGY, INC. a Florida corporation (the "Company"), and MARK HAINBACH (the "Seller").

Lightwave Logic, Inc. – Asset Purchase Agreement (June 15th, 2018)

This Asset Purchase Agreement (this Agreement), dated as of June 11, 2018, is entered into by and between BrPhotonics Productos Optoelectronicos S.A., a legal entity incorporated under the laws of the Federative Republic of Brazil (Seller) and Lightwave Logic, Inc., a Nevada corporation (Buyer) and, solely for the limited purposes set forth in Section 6.01 (Governing Law and Jurisdiction), Section 6.12 (Waiver of Jury Trial) and Section 6.15 (Parent Guarantee), Fundacao CPqD - Centro De Pesquisa e Desenvolvimento em Telecomunicacoes, a private non-profit association, based in the city of Campinas, Sao Paulo State, in the Federative Republic of Brazil (the Guarantor).

MR2 Group, Inc. – ASSET PURCHASE AGREEMENT for MARKETING ANALYSTS, LLC (June 13th, 2018)

THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of June 2, 2018 (the "Effective Date"), by and between ACQUISITION CORP 1, a Nevada corporation ("Buyer"), with offices at 101 Convention Center Drive, Plaza 125, Las Vegas, NV 89109, and an affiliate of MR2 Life, Inc. and MR2 Group, Inc., and MARKETING ANALYSTS, LLC, d/b/a MAi Research, a South Carolina limited liability company ("Seller"), with offices at 2000 Sam Rittenberg Boulevard, Suite 3007, Charleston, SC 29407 (Buyer and Seller are sometimes referred to herein individually as a "party" and collectively as the "parties").

Provention Bio, Inc. – Asset Purchase Agreement (June 12th, 2018)

This Asset Purchase Agreement (this "Agreement") is made and entered into as of the 7th day of May 2018 (the "Closing Date"), by and between

Asset Purchase Agreement (June 12th, 2018)

This ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of June 12, 2018, by and between SunPower Corporation, a Delaware corporation (the "Seller"), and Enphase Energy, Inc., a Delaware corporation (the "Buyer"). The Seller and the Buyer are referred to collectively as the "Parties" and each as a "Party."

Sharing Services, Inc. – Asset Purchase Agreement (June 8th, 2018)

THIS AGREEMENT is made on May 15th, 2018 between Legacy Direct Global, LLC., a Texas limited liability corporation and wholly owned subsidiary of Sharing Services, Inc a Nevada Corporation, with its principal place of business at 1700 Coit Drive suite #100 Plano, Texas 75075 hereinafter referred to as the Buyer and Legacy Direct, LLC. , a Delaware limited liability corporation, with offices at 1221 E. Dyer Road Suite #110 Santa Ana, CA 92705, hereinafter referred to as the "Seller" and shall be EFFECTIVE on June 1st, 2018.

Hickok Inc Cl A – Asset Purchase Agreement (June 6th, 2018)

THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into on June 5, 2018 and made effective as of June 1, 2018, by and among (i) Hickok Waekon, LLC, an Ohio limited liability company (together with its successors and assigns, "Buyer"), (ii) Hickok Incorporated, an Ohio corporation ("Hickok"), (iii) Supreme Electronics Corp., a Mississippi corporation and wholly owned subsidiary of Hickok ("Supreme"), (iv) Waekon Corporation, an Ohio corporation and wholly owned subsidiary of Hickok ("Waekon", and together with Hickok and Supreme, "Seller Parties," and each a "Seller Party"), and (v) Robert L. Bauman, an individual ("Bauman").

Opulent Acquisition, Inc. – Ip & It Asset Purchase Agreement (June 5th, 2018)

This document ("Agreement") reflects the agreement of iHealthcare, Inc., a Delaware Corporation with an address of 3901 NW 28th Street, 2nd Floor, Miami, Florida 33142, ("iHealthcare") and Empower Holdings Group, LLC, a Florida Limited Liability Company with an address of 8724 SW 72 Street, Suite 459, Miami, Florida 33173, ("Empower") (hereinafter, collectively iHealthcare and Empower are also known as the "Parties," or individually as a "Party") to engage in business on the terms set forth below, as well as such other terms and conditions as the Parties may agree. The Parties may reduce the terms listed below to a more complete written agreement, but they are not required to do so.

Asset Purchase Agreement Dated as of May 4, 2018 by and Among Advanced Care Scripts, Inc., Fred's Stores of Tennessee, Inc., Fred's, Inc., National Pharmaceutical Network, Inc., and Reeves-Sain Drug Store, Inc. D/B/a Entrustrx Asset Purchase Agreement (June 4th, 2018)

This ASSET PURCHASE AGREEMENT, dated as of May 4, 2018 (this "Agreement"), is made and entered into by and among Advanced Care Scripts, Inc., a Florida corporation ("Buyer"), Fred's Stores of Tennessee, Inc., a Delaware corporation ("Equity Holder"), National Pharmaceutical Network, Inc., a Florida corporation ("NCN"), and Reeves-Sain Drug Store, Inc. d/b/a EntrustRx, a Tennessee corporation ("EntrustRx" and, together with NCN, the "Sellers"), and Fred's, Inc., a Tennessee corporation ("Guarantor"). Sellers, Buyer, Equity Holder and Guarantor are sometimes hereinafter individually referred to as a "Party" and collectively referred to as the "Parties." Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Annex I to this Agreement.

Cryo-Cell International – Asset Purchase Agreement (June 4th, 2018)

This Asset Purchase Agreement (this Agreement), dated as of May 29, 2018, is entered into between Cord:Use Cord Blood Bank, Inc., a Florida corporation (Seller) and Cryo-Cell International, Inc., a Delaware corporation (Buyer).

Translate Bio, Inc. – Asset Purchase Agreement (June 1st, 2018)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is entered into as of December 22, 2016, by and between RaNA Therapeutics, Inc., a Delaware corporation (the Buyer), and Shire Human Genetic Therapies, Inc., a Delaware corporation (the Seller).

Blue Spa Inc – Asset Purchase Agreement ASSET PURCHASE AGREEMENT (May 31st, 2018)

This asset purchase agreement dated for reference May 22, 2018, is between Sustainable Projects Group Inc., a Nevada corporation of 2316 Pine Ridge Road, 383, Naples, Florida, 34109 ("SPGX") and Global Gaming Media Inc., a Florida corporation of 1926 Trade Centre Way, 2, Naples, Florida, 34109 (the "Vendor").