Asset Purchase Agreement Sample Contracts

Novume Solutions, Inc. – ASSET PURCHASE AGREEMENT by and Among NOVUME SOLUTIONS, INC., OPENALPR TECHNOLOGY, INC. And MATTHEW HILL Dated as of November 14, 2018 (November 15th, 2018)

THIS ASSET PURCHASE AGREEMENT (as may be amended or restated from time to time, this "Agreement") is made as of November 14, 2018, by and among OpenALPR Technology, Inc., a Florida corporation ("Seller"), Novume Solutions, Inc., a Delaware corporation ("Buyer"), and Matthew Hill ("Founder").

Asset Purchase Agreement (November 15th, 2018)

This ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into this 8th day of November, 2018 by and among RCM TECHNOLOGIES (USA), INC., a New Jersey corporation ("Buyer"), THERMAL KINETICS ENGINEERING, PLLC, a New York professional limited liability company ("TKE"), THERMAL KINETICS SYSTEMS, LLC, a New York limited liability company ("TKS", together with TKE, each a "Seller" and collectively, "Sellers"), the members of Sellers identified in Section 1 below (each, a "Seller's Member" and collectively, "Sellers' Members"), and RCM TECHNOLOGIES, INC., a Nevada corporation ("Parent"), solely for the purpose of being legally bound by the Parent Guarantee (as defined below).

FIRST AMENDMENT to ASSET PURCHASE AGREEMENT (November 14th, 2018)

This First Amendment to the Asset Purchase Agreement (this "Amendment"), dated October 23, 2018 (the "Effective Date"), is made by and between Walgreen Co., an Illinois corporation ("Buyer") and Fred's Stores of Tennessee, Inc., a Delaware corporation ("Seller", and together with Buyer, the "Parties"), and amends that certain Asset Purchase Agreement, dated September 7, 2018, by and between Buyer and Seller (the "Purchase Agreement"), pursuant to Section 10.8 of the Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.

Grid Petroleum Corp. – ASSET PURCHASE AGREEMENT Satel Group, Inc. And Simlatus Corp. (November 14th, 2018)

This Asset Purchase Agreement (the Agreement) is made as of the 13th day of November 2018 by and between, Simlatus Corp. (SIML), a Nevada corporation (Buyer), and Satel Group, Inc., a Nevada Corporation (Seller).

Insurance Mgmt Solutions Grp – Asset Purchase Agreement (November 13th, 2018)

THIS AGREEMENT, is made and entered into as of the 29th day of August, 2018, by and among JVF Consulting, LLC, a California limited liability company ("Seller"); and Jason Franco and Melissa Franco (collectively "Seller Principals"); and Where Food Comes From, Inc., a Colorado corporation ("Buyer"). Seller and Seller Principals are referred to collectively as "Seller Parties" and singularly as a "Seller Party".

Zlato Inc. – Asset Purchase Agreement (November 13th, 2018)

This ASSET PURCHASE AGREEMENT is made as of this 8th day of November, 2018 (this "Agreement") by and among Vilacto Bio, Inc., a Nevada corporation ("Parent"), and Vilacto BioIP, LLC, a Nevada limited liability company and wholly owned subsidiary of Parent (together, "Purchaser"), on the one hand, and 9 Heroes APS, a Denmark corporation on behalf of itself and its Affiliates (as that term is defined below) (the "Seller"), on the other hand. Purchaser and Seller are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Willis Lease Finance Corporation – ASSET PURCHASE AGREEMENT Dated as of August 22, 2018 Between WILLIS LEASE FINANCE CORPORATION and WILLIS ENGINE STRUCTURED TRUST IV [**] = Portions of This Exhibit Have Been Omitted Pursuant to a Confidential Treatment Request. (November 7th, 2018)

THIS ASSET PURCHASE AGREEMENT, dated as of August 22, 2018 (this "Agreement"), is entered into by and between WILLIS LEASE FINANCE CORPORATION ("Willis"), a Delaware corporation, and WILLIS ENGINE STRUCTURED TRUST IV ("WEST"), a Delaware statutory trust.

OBITX, Inc. – State of Florida Rev. 133C6AE ASSET PURCHASE AGREEMENT (November 1st, 2018)
Egalet Corp – ASSET PURCHASE AGREEMENT by and Between Iroko Pharmaceuticals Inc., Egalet US Inc., and Egalet Corporation Dated as of October 30, 2018 (October 31st, 2018)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is entered into as of October 30, 2018, by and between Iroko Pharmaceuticals Inc., a business company incorporated in the British Virgin Islands (registered number 1732699) (the Company) and Egalet US Inc., a Delaware corporation (NewCo), and Egalet Corporation, a Delaware corporation (Buyer Parent and, collectively with NewCo, the Buyer).

ASSET PURCHASE AGREEMENT by and Between SPARK HOLDCO, LLC and STARION ENERGY INC. STARION ENERGY NY INC. STARION ENERGY PA INC. Dated October 19, 2018 (October 25th, 2018)
Asset Purchase Agreement (October 22nd, 2018)

Asset Purchase Agreement made this the 16th day of October, 2018, between, VIRTUBLOCK GLOBAL CORP., with a business address of2075 Kennedy Rd., Suite 404, TorontoMIT 3V3 (the"Seller"),and ZOOMPASSHOLDINGS INC., aNevadacorporation (the "Buyer"), collectively the "Parties".

Harmonic Energy, Inc. – Asset Purchase Agreement (October 19th, 2018)

This ASSET PURCHASE AGREEMENT dated June 1, 2017 (this "Agreement"), is by and among: GENESIS FLOAT SPA, LLC, a Nevada limited liability company (the "Purchaser"); THC THERAPEUTICS, INC., a Nevada corporation, the sole member and parent company of the Purchaser (the "Parent"); URBAN OASIS FLOAT CENTER, LLC, a Nevada limited liability company (the "Seller"); and the members of the Seller, AMANDA ESCAMILLA, CARLOS ESCAMILLA, JR., and DANIEL WILLIAM

Medovex – Asset Purchase Agreement (October 18th, 2018)

This Asset Purchase Agreement (this "Agreement"), dated as of October 15, 2018, is entered into by and among Regenerative Medicine Solutions LLC, a Delaware limited liability company ("RMS"), RMS Shareholder, LLC, a Delaware limited liability company and the sole member of RMS ("RMS Shareholder"), Lung Institute LLC, a Delaware limited liability company ("Lung Institute"), RMS Lung Institute Management LLC, a Delaware limited liability company ("RMS Management"), Cognitive Health Institute Tampa, LLC, a Delaware limited liability company ("CHIT" and, together with Lung Institute and RMS Management, the "Operating Subsidiaries"), Medovex Corp., a Nevada corporation ("Medovex") and RMS Acquisition Corp., a Nevada corporation ("Buyer"). For purposes of this Agreement, "Seller" shall mean individually and collectively RMS and the Operating Subsidiaries, together with any other entity selling or assigning assets of the Seller Business pursuant to this Agreement.

Capital Art, Inc. – Asset Purchase Agreement (October 17th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement") dated as of October 11, 2018, is by and between GLOBE PHOTOS, INC., a Delaware corporation ("Purchaser"), PHOTO FILE, INC., a New York corporation, along with its related company SportsPhotos.com, a New York corporation (collectively referred to as the "Seller") and Charles Singer. Purchaser and Seller are referred to collectively herein as the "Parties".

ASSET PURCHASE AGREEMENT by and Among Luna Technologies, Inc. As Buyer Luna Innovations Incorporated as Buyer Guarantor and Micron Optics, Inc., as Seller Dated October 15, 2018 (October 16th, 2018)
Green Plains Partners LP – Asset Purchase Agreement (October 10th, 2018)

This Asset Purchase Agreement (this "Agreement") is made and entered into as of October 8, 2018, by and among Green Plains Partners LP, a Delaware limited partnership (the "Partnership"), Green Plains Holdings LLC, a Delaware limited liability company (the "General Partner"), Green Plains Operating Company LLC, a Delaware limited liability company (the "Operating Company"), Green Plains Ethanol Storage LLC, a Delaware limited liability company ("Ethanol Storage LLC"), and Green Plains Logistics LLC, a Delaware limited liability company ("Logistics" and collectively with the Partnership, the General Partner, the Operating Company, and Ethanol Storage LLC, "Sellers"), Green Plains Inc., an Iowa corporation ("Green Plains"), Green Plains Bluffton LLC, Green Plains Holdings II LLC and Green Plains Trade Group LLC. Each of Sellers, Green Plains, Green Plains Bluffton LLC Green Plains Holdings II LLC and Green Plains Trade Group LLC are sometimes referred to in this Agreement individually as

ASSET PURCHASE AGREEMENT Dated as of October 8, 2018 by and Between VALERO RENEWABLE FUELS COMPANY, LLC as the Buyer and GREEN PLAINS BLUFFTON LLC AND GREEN PLAINS HOLDINGS II LLC as the Sellers (October 10th, 2018)

THIS AGREEMENT is made this 8th day of October, 2018, (the "Effective Date") by and between Valero Renewable Fuels Company, LLC, a Delaware limited liability company (the "Buyer") and Green Plains Bluffton LLC, an Indiana limited liability company ("Green Bluffton") and Green Plains Holdings II LLC, a Delaware limited liability company ("Green Holdings"). Green Bluffton and Green Holdings are sometimes herein referred to individually as a "Seller" and collectively as the "Sellers". Capitalized terms used herein have the meanings set forth in Exhibit A.

Asset Purchase Agreement (October 10th, 2018)

This Asset Purchase Agreement (this "Agreement") is made and entered into as of October 8, 2018, by and among Green Plains Partners LP, a Delaware limited partnership (the "Partnership"), Green Plains Holdings LLC, a Delaware limited liability company (the "General Partner"), Green Plains Operating Company LLC, a Delaware limited liability company (the "Operating Company"), Green Plains Ethanol Storage LLC, a Delaware limited liability company ("Ethanol Storage LLC"), and Green Plains Logistics LLC, a Delaware limited liability company ("Logistics" and collectively with the Partnership, the General Partner, the Operating Company, and Ethanol Storage LLC, "Sellers"), Green Plains Inc., an Iowa corporation ("Green Plains"), Green Plains Bluffton LLC, Green Plains Holdings II LLC and Green Plains Trade Group LLC. Each of Sellers, Green Plains, Green Plains Bluffton LLC Green Plains Holdings II LLC and Green Plains Trade Group LLC are sometimes referred to in this Agreement individually as

Asset Purchase Agreement (October 9th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of October 5, 2018 is made by and among General Dynamics Information Technology, Inc., a Virginia corporation (the "Seller"), MAXIMUS Federal Services, Inc., a Virginia corporation (the "Buyer"), and, solely for purposes of Section 12.18, MAXIMUS Inc., a Virginia corporation ("Maximus").

Generex Biotechnology Corporation – Asset Purchase Agreement (October 9th, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is dated October 3, 2018 (the "Execution Date"), by and between Veneto Holdings, L.L.C., a Texas limited liability company (the "Seller"), and NuGenerex Distribution Solutions, LLC, a Delaware limited liability company (the "Buyer"). The Seller and the Buyer are referred to collectively herein as the "Parties" and each a "Party."

AMEDICA Corp – Asset Purchase Agreement by and Among Ctl Medical Corporation, Amedica Corporation, and Us Spine, Inc. (October 5th, 2018)

Page I. PURCHASE, SALE, AND LICENSE OF SPINAL PRODUCTS 2 1.1 Purchase and Sale of Acquired Assets 2 1.2 Excluded Assets 3 1.3 Assumed Liabilities 3 1.4 Excluded Liabilities 3 1.5 Efforts to Obtain Consents and Approvals 6 1.6 Exclusive Manufacturing Rights 6 1.7 Escrow Agreement 7 1.8 Exclusive Brokerage 7 1.9 Inventory Repackaging and Resterilization 8 II. PURCHASE PRICE; TERMS OF PAYMENT 8 2.1 Purchase Price 8 2.2 Earn-out Payment 9 2.3 Allocation of the Purchase Price 10 III. REPRESENTATIONS AND WARRANTIES OF SELLER 10 3.1 Organization and Good Standing 10

Amendment No. 1 to Asset Purchase Agreement (October 5th, 2018)
Establishment Labs Holdings Inc. – Asset Purchase Agreement (October 4th, 2018)

This Asset Purchase Agreement (along with the exhibits and schedules hereto, this "Agreement") is dated October 3rd 2018 ("The Closing Date") shall produce final effects on November 3rd 2018 (the "Effective Date"), and is entered into by and between EUROPEAN DISTRIBUTION CENTER MOTIVA BVBA, a corporation organized under the laws of Belgium, having its registered office Sint-Jansveld 11 A 2160 Wommelgem Handelsregisetr te Antwerpen, with company ID number 881512541("Motiva"), and Menke Med GmbH, a corporation organized under the laws of Germany, having its registered office at Tucherpark 22, 85622 Feldkirchen, Germany, with company ID number 161694, VAT number DE247564346 ("Menke"). Motiva and Menke are each referred to herein as a "Party", and collectively as the "Parties". All capitalized terms used throughout this Agreement and otherwise not defined herein shall have the meaning provided in Schedule 1 attached hereto.

Arog Pharmaceuticals, Inc. – Asset Purchase Agreement (September 28th, 2018)

This Asset Purchase Agreement (this "Agreement") is made and entered into effective as of January 5, 2015 (the "Effective Date"), by and between Arog Pharmaceuticals, Inc., a Delaware corporation ( "Seller"), and Videra Pharmaceuticals, LLC a Delaware limited liability company ( "Buyer"). Seller and Buyer are sometimes referred to herein as the "Parties," and each, a "Party."

Asset Purchase Agreement (September 28th, 2018)

THIS, ASSET PURCHASE AGREEMENT, (the "Agreement") dated September 28, 2018, among Point Capital, Inc., a Delaware corporation (the "Buyer") and Blind Faith Concepts, Inc. a New York corporation (the "Seller").

Kush Bottles, Inc. – Asset Purchase Agreement (September 26th, 2018)

ARTICLE I PURCHASE AND SALE 5 Section 1.01 Purchase and Sale of Assets. 5 Section 1.02 No Liabilities. 5 Section 1.03 Purchase Price. 5 Section 1.04 Allocation of Purchase Price. 6 ARTICLE II CLOSING 6 Section 2.01 Closing. 6 Section 2.02 Closing Deliverables. 6 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 7 Section 3.01 Organization and Authority of Seller; Enforceability. 7 Section 3.02 No Conflicts; Consents. 7 Section 3.03 Title to Purchased Assets. 8 Section 3.04 Intellectual Property. 8 Section 3.05 Non-foreign Status. 9 Section 3.06

ASSET PURCHASE AGREEMENT by and Among TRANSENTERIX INC. TRANSENTERIX EUROPE, S.A.R.L., Acting Through Its Swiss Branch Being Established Under the Name TransEnterix Europe Sarl, Bertrange, Swiss Branch Lugano TRANSENTERIX ISRAEL LTD. And MST MEDICAL SURGERY TECHNOLOGIES LTD. Dated: September 23, 2018 (September 25th, 2018)
Arog Pharmaceuticals, Inc. – Asset Purchase Agreement (September 24th, 2018)

This Asset Purchase Agreement (this "Agreement") is made and entered into effective as of January 5, 2015 (the "Effective Date"), by and between Arog Pharmaceuticals, Inc., a Delaware corporation ( "Seller"), and Videra Pharmaceuticals, LLC a Delaware limited liability company ( "Buyer"). Seller and Buyer are sometimes referred to herein as the "Parties," and each, a "Party."

ASSET PURCHASE AGREEMENT by and Between DRUMMOND COMPANY, INC. And PEABODY SOUTHEAST MINING, LLC And, Solely for Purposes of Section 8.21 Hereunder, PEABODY ENERGY CORPORATION Dated as of September 20, 2018 (September 24th, 2018)
U.S. Rare Earth Minerals, Inc – Asset Purchase Agreement (September 24th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of September 17th , 2018, is entered into by and between, U.S. Rare Earth Minerals, Inc., a Nevada corporation, with its principal executive offices located at 78365 Highway 111 suite 287, La Quinta, California 92243 ("Seller") and U.S. Rare Earth Minerals, Inc., a Wyoming corporation, with its offices at 1621 Central Avenue, Cheyenne, WY 82001 ("Buyer").

GrowGeneration Corp. – Form of Asset Purchase Agreement (September 20th, 2018)

THIS ASSET PURCHASE AGREEMENT (the "Agreement') is made and entered into as of the day of August 30, 2018 by and among GrowGeneration HG Corp, a Delaware Corporation ("Buyer") with offices at 1000 W. Mississippi, Denver CO 80223 CO 80223, GrowGeneration Corp, a Colorado Corporation ("Issuer") and Virgus,Inc.d/b/a Heavy Gardens a California "S" Corporation with its address located at 4395B Vine Hill Road Sebastopol, CA 95472. ("Seller").

Amendment No. 1 to Asset Purchase Agreement (September 19th, 2018)

This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment") is effective as of August 1, 2018, by and among I.D. Systems, Inc., a Delaware corporation ("IDSY"), Keytroller, LLC, a Delaware limited liability company (the "Purchaser"), Sparkey, LLC, a Florida limited liability company (f/k/a Keytroller, LLC) (the "Seller") and the Principals.

Aralez Pharmaceuticals Inc. – ASSET PURCHASE AGREEMENT by and Between Aralez Pharmaceuticals Trading DAC, and Toprol Acquisition LLC (September 19th, 2018)

ASSET PURCHASE AGREEMENT (this Agreement) is made and executed as of September 18, 2018 (the Execution Date), by and between Aralez Pharmaceuticals Trading DAC, an Irish designated activity company (Seller), and Toprol Acquisition LLC, a Delaware limited liability company (Buyer). Seller and Buyer are sometimes referred to herein individually as a Party and collectively as the Parties.

Aralez Pharmaceuticals Inc. – ASSET PURCHASE AGREEMENT by and Among POZEN Inc., Aralez Pharmaceuticals Trading DAC and Nuvo Pharmaceuticals (Ireland) Limited (September 19th, 2018)

ASSET PURCHASE AGREEMENT (this Agreement) is made and executed as of September 18, 2018 (the Execution Date), by and among POZEN Inc., a Delaware corporation (Pozen), Aralez Pharmaceuticals Trading DAC, an Irish designated activity company (Aralez Ireland, and together with Pozen, Seller) and Nuvo Pharmaceuticals (Ireland) Limited, an Irish corporation (Buyer). Seller and Buyer are sometimes referred to herein individually as a Party and collectively as the Parties.

Premier Exhibitions – Amendment NO. 1 to ASSET Purchase Agreement (September 18th, 2018)

This Amendment No. 1 to Asset Purchase Agreement (this "Amendment") is made and entered into as of September 13, 2018, 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