Asset Purchase Agreement Sample Contracts

Smart Sand, Inc. – ASSET PURCHASE AGREEMENT by and Among (May 18th, 2018)

This Asset Purchase Agreement (this "Agreement"), dated as of May 8, 2018, is entered into by and among Quickthree Solutions Inc., a corporation existing under the laws of the Province of Saskatchewan ("Seller"), Quickthree Technology, LLC, a limited liability company existing under the laws of the State of Delaware ("Buyer"), certain shareholders of Seller who are listed on Schedule I attached hereto (the "Restricted Shareholders"), certain shareholders of Seller who are listed on Schedule II attached hereto (the "Majority Shareholders") and, solely with respect to Section 10.14, Smart Sand Inc., a corporation existing under the laws of the State of Delaware ("Parent").

Sports Supplement Group Inc. – Between MINING BOYS INC. As Seller AND CARSMARTT INC as Buyer April 12, 2018 ASSET PURCHASE AGREEMENT (May 17th, 2018)

This Asset Purchase Agreement ("Agreement") is made and entered into this 12th day of April, 2018 (the "Effective Date"), by and between the The Joker Group, Inc., Florida corporation, (hereinafter "Seller"), (hereinafter collectively called "Seller") and Carsmartt, Inc., publicly held Nevada Corporation, (OTC-CRSM), and/or its affiliates, assigns and successors in interests (hereinafter "Buyer'). Buyer and Sellers may collectively be referred to herein below as the Parties or either or of them as a Party.

Provention Bio, Inc. – Asset Purchase Agreement (May 16th, 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

Ems Find, Inc. – Asset Purchase Agreement (May 15th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of April 30, 2018, is entered into by and between DIGIMINE LLC, a Delaware limited liability company (the "Seller"), and Integrated Ventures Inc., a Nevada corporation (the "Buyer"). Seller and Buyer are sometimes referred to individually as a "Party" and collectively as the "Parties."

Nuvilex Inc – Fourth Addendum to Asset Purchase Agreement (May 15th, 2018)

This Fourth Addendum to Asset Purchase Agreement ("Fourth Addendum") is effective as on the date the parties have fully signed the Fourth Addendum ("Effective Date of the Fourth Addendum") and memorializes an agreement reached between PharmaCyte Biotech, Inc., formerly Nuvilex, Inc. ("Licensee"), and SG Austria Pte. Ltd. ("Licensor") on 30 August 2017, as amended, relating to the Asset Purchase Agreement between the Parties dated as of the 26th day of May 2011 ("Asset Purchase Agreement"), as amended by the Asset Purchase Agreement Addendum dated as of June 11, 2011, the Asset Purchase Agreement Addendum Number 2 dated as of June 14, 2012, the December 3, 2012 extension letter from SG Austria, the Third Addendum to Asset Purchase Agreement dated as of June 25, 2013 ("Third Addendum") and the Clarification Agreement to Third Addendum to Asset Purchase Agreement dated as of June 25, 2013 ("Clarification Agreement"). Licensee and Licensor are referred to in this Fourth Addendum individual

Asset Purchase Agreement (May 14th, 2018)

This Asset Purchase Agreement (this "Agreement"), dated as of January 18, 2018, is entered into between Quality I/N Signs and Outdoor Advertising, LLC, an Alabama limited liability company ("Seller") and Standard Outdoor Southeast I LLC, a Delaware limited liability company ("Buyer").

Kiniksa Pharmaceuticals, Ltd. – ASSET PURCHASE AGREEMENT Between KINIKSA PHARMACEUTICALS, LTD. And BIOGEN MA INC. Dated as of September 7, 2016 Confidential Portions of This Exhibit Marked as [***] Have Been Omitted Pursuant to a Request for Confidential Treatment and Have Been Filed Separately With the Securities and Exchange Commission. (May 14th, 2018)

This Asset Purchase Agreement (this Agreement) is made and entered into as of September 7, 2016 (the Effective Date), between Biogen MA Inc., a Massachusetts corporation (Biogen), and Kiniksa Pharmaceuticals, Ltd., a Bermuda exempted company (Kiniksa). Kiniksa and Biogen are sometimes referred to herein individually as a Party and collectively as the Parties.

Asset Purchase Agreement (May 14th, 2018)

This Asset Purchase Agreement (this "Agreement"), dated as of February 20, 2018, is entered into between Vista Outdoor Corporation, a Georgia corporation ("Seller") and Standard Outdoor Southeast II LLC, a Delaware limited liability company ("Buyer").

Smart Sand, Inc. – ASSET PURCHASE AGREEMENT by and Among (May 14th, 2018)

This Asset Purchase Agreement (this "Agreement"), dated as of May 8, 2018, is entered into by and among Quickthree Solutions Inc., a corporation existing under the laws of the Province of Saskatchewan ("Seller"), Quickthree Technology, LLC, a limited liability company existing under the laws of the State of Delaware ("Buyer"), certain shareholders of Seller who are listed on Schedule I attached hereto (the "Restricted Shareholders"), certain shareholders of Seller who are listed on Schedule II attached hereto (the "Majority Shareholders") and, solely with respect to Section 10.14, Smart Sand Inc., a corporation existing under the laws of the State of Delaware ("Parent").

Karyopharm Therapeutics Inc. – Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Double Asterisks Denote Omissions. ASSET PURCHASE AGREEMENT by and Between BIOGEN MA INC. And KARYOPHARM THERAPEUTICS INC. DATED AS OF JANUARY 24, 2018 (May 10th, 2018)

This Asset Purchase Agreement, dated as of January 24, 2018, is made by and between Karyopharm Therapeutics Inc., a Delaware corporation (with its principal corporate offices at 85 Wells Avenue, Newton, MA 02459) (Seller) and Biogen MA Inc., a Massachusetts corporation (with its principal corporate offices at 225 Binney Street, Cambridge, MA 02142) (Purchaser). Seller and Purchaser are collectively referred to herein as the Parties and individually as a Party.

Vystar Corp – Asset Purchase Agreement (May 10th, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is effective as of May 7, 2018, by and among UV Flu Technologies, LLC, a Nevada limited liability company, with an address at 250 Parkway Dr. Suite 150, Lincolnshire, Illinois 60069 ("Seller"), Vystar Corporation, a Georgia corporation, with an address at 101 Aylesbury Rd, Worcester, MA 01609 ("Buyer"). Buyer and Seller are sometimes each referred to separately as a "Party" and collectively herein as the "Parties."

Air T, Inc. – Amendment No. 2 to Asset Purchase Agreement (May 9th, 2018)

THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this "Amendment") is made as of May 2, 2018 (the "Effective Date") by and among Air T, Inc., a Delaware corporation ("Buyer"), Worthington Aviation, LLC, a North Carolina limited liability company that is wholly owned by Buyer ("Subsidiary"), Worthington Aviation Parts, Inc., a Minnesota corporation ("Seller") and Churchill Industries, Inc., a Minnesota corporation ("Churchill").

Air T, Inc. – Amendment No. 1 to Asset Purchase Agreement (May 9th, 2018)

THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment") is made as of the 27th day of April, 2018 (the "Effective Date") by and among Air T, Inc., a Delaware corporation ("Buyer"), Worthington Aviation Parts, Inc., a Minnesota corporation ("Seller"), Churchill Industries, Inc., a Minnesota corporation ("Churchill"), in its own capacity and its capacity as guarantor of Seller's obligations pursuant to Section 12.14 of the Purchase Agreement referred to below, and Worthington Aviation, LLC, a North Carolina limited liability company that is wholly owned by Buyer ("Subsidiary").

Asset Purchase Agreement (May 8th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement"), is entered into and shall be effective as of the 2nd day of March, 2018 ("Effective Date"), among IBEX GROUP, L.L.C., a Utah limited liability company, with a principal business address at 1072 West RSI Drive, Logan, Utah 84321 ("IBEX LLC"), along with IBEX Preclinical Research, Inc., a Utah corporation, with a principal business address at 1072 West RSI Drive, Logan, Utah 84321 ("IBEX Corp.") (IBEX Corp. and IBEX LLC hereinafter collectively referred to as "Seller"); PolarityTe, inc., a Delaware corporation, with a principal business address at 1960 South 4250 West, Salt Lake City, Utah 84104 (the "Parent") and Utah CRO Services, Inc., a Nevada corporation, a newly-formed wholly-owned subsidiary of Parent (the "Acquisition Co."). Seller, Parent, and Acquisition Co. are referred to collectively in this Agreement as the "Parties" or, individually, as a "Party."

Stratean Inc. – Asset Purchase Agreement (May 8th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement") dated as of May 2, 2018, is by and between CLEANSPARK, INC., a Nevada corporation ("Purchaser"), and PIONEER CUSTOM ELECTRIC PRODUCTS CORP., a Delaware corporation ("Seller"). Purchaser and Seller are referred to collectively herein as the "Parties".

Pioneer Power Solutions, Inc. – Asset Purchase Agreement (May 8th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement") dated as of May 2, 2018, is by and between CLEANSPARK, INC., a Nevada corporation ("Purchaser"), and PIONEER CUSTOM ELECTRIC PRODUCTS CORP., a Delaware corporation ("Seller"). Purchaser and Seller are referred to collectively herein as the "Parties".

Medical Transcription Billing, Corp – Asset Purchase Agreement (May 7th, 2018)

THIS ASSET PURCHASE AGREEMENT is made as of May 4, 2018, by and among Medical Transcription Billing, Corp., a Delaware corporation or an assignee acceptable to Sellers (hereinafter referred to as the "Purchaser") and Orion Healthcorp, Inc., a Delaware corporation ("Orion"), MEDICAL BILLING SERVICES, INC., a Texas corporation, RAND MEDICAL BILLING, INC., a California corporation, RMI PHYSICIAN SERVICES CORPORATION, a Texas corporation, WESTERN SKIES PRACTICE MANAGEMENT, INC., a Colorado corporation, PHYSICIANS PRACTICE PLUS HOLDINGS LLC, a Delaware limited liability company, PHYSICIANS PRACTICE PLUS LLC, a Delaware limited liability company, NEMS ACQUISITION LLC, a Delaware limited liability company, NORTHEAST MEDICAL SOLUTIONS, LLC, a Pennsylvania limited liability company, NEMS WEST VIRGINIA, LLC, a Pennsylvania limited liability company, INTEGRATED PHYSICIAN SOLUTIONS, INC., a Delaware corporation, VEGA Medical professionals, LLC, a Delaware limited liability company, Allegiance cons

Asset Purchase Agreement (May 4th, 2018)

This ASSET PURCHASE AGREEMENT (Agreement) is entered into as of April 5, 2018, by and between LeMaitre Vascular, Inc., a Delaware corporation with its principal place of business at 63 Second Avenue, Burlington, Massachusetts 01803 (Seller), and Specialty Surgical Instrumentation, Inc., a Tennessee corporation with its principal place of business at 3034 Owen Drive, Antioch, TN 37013 (Buyer). Buyer and Seller are referred to in this Agreement collectively as Parties and individually as a Party.

Asset Purchase Agreement (May 4th, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is effective as of April 30, 2018 (the "Effective Date"), by and between Wagz, Inc., a Delaware corporation ("Buyer"), and SigmaTron International, Inc., a Delaware corporation ("Seller").

Asset Purchase Agreement (May 4th, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is effective as of April 30, 2018 (the "Effective Date"), by and between Wagz, Inc., a Delaware corporation ("Buyer"), and SigmaTron International, Inc., a Delaware corporation ("Seller").

E-Debit Global Corpo – Asset Purchase Agreement (May 4th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of April 1, 2018, is by and among E-Debit Global Corporation a Colorado corporation ("Purchaser"), and AGH WA, LLC, a Washington Limited Liability Company ("Seller").

Pancretec Inc – Asset Purchase Agreement (May 3rd, 2018)

THIS ASSET PURCHASE AGREEMENT ("Agreement"), dated as of April 16, 2018 (the "Effective Date"), is entered into by and between ACOLOGY, INC., a Florida corporation ("Company"), and MARK HAINBACH ("Seller")(collectively, the "Parties" and each a "Party"). Capitalized terms used in this Agreement but not otherwise defined, shall have the meanings set forth in Exhibit A to this Agreement.

Asset Purchase Agreement (May 1st, 2018)

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made on April 23, 2018 (the "Effective Date") by and between Digital Turbine Asia Pacific Pty Ltd. a company registered in Australia (ACN 094 069 726), and Digital Turbine Singapore Pte Ltd., a company registered in Singapore (Registration No. 201407526R), both with address at 110 San Antonio St. Suite 160, Austin Texas 78701 USA (together, the "Seller") and Chargewave Ptd Ltd. ACN 611 193 894 with address at 33 Highfield Road, Lindfield, New South Wales 2070, Australia (the "Purchaser"). The parties are referred to singularly as "Party" and collectively as the "Parties".

Growlife, Inc. – First Addendum to Asset Purchase Agreement and Employment Agreement (May 1st, 2018)

THIS FIRST ADDENDUM TO THE ASSET PURCHASE AGREEMENT and EMPLOYMENT AGREEMENT (the "First Addendum") is made as of this 16th day of February 2018 (the "Effective Date") by GrowLife, Inc., a Delaware corporation (the "Company"), and David Reichwein, a Pennsylvania resident ("Employee"), GIP International Ltd, a Hong Kong corporation and DPR International LLC, a Pennsylvania limited liability corporation (collectively, the "Seller"). Company, Seller and Employee are sometimes referred to herein as the "Party" or, collectively, the "Parties."

Asset Purchase Agreement (May 1st, 2018)

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made on April 28, 2018 by and between Digital Turbine Media, Inc., a company registered in Delaware (the "Seller") and Creative Clicks Media B.V., a company registered in The Netherlands with address at Weteringschans 109, 1017 SB Amsterdam, The Netherlands (the "Purchaser"). The parties are referred to singularly as "Party" and collectively as the "Parties".

Asset Purchase Agreement (May 1st, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement") is made this 27th day of April, 2018 by and among (a) Pitney Bowes Inc., a Delaware corporation (the "Seller"), and (b) Stark Acquisition Corporation, a Delaware corporation (the "Purchaser"). Defined terms used in this Agreement have the meanings indicated in Section 8.2.

Kiniksa Pharmaceuticals, Ltd. – ASSET PURCHASE AGREEMENT Between KINIKSA PHARMACEUTICALS, LTD. And BIOGEN MA INC. Dated as of September 7, 2016 Confidential Portions of This Exhibit Marked as [***] Have Been Omitted Pursuant to a Request for Confidential Treatment and Have Been Filed Separately With the Securities and Exchange Commission. (April 27th, 2018)

This Asset Purchase Agreement (this Agreement) is made and entered into as of September 7, 2016 (the Effective Date), between Biogen MA Inc., a Massachusetts corporation (Biogen), and Kiniksa Pharmaceuticals, Ltd., a Bermuda exempted company (Kiniksa). Kiniksa and Biogen are sometimes referred to herein individually as a Party and collectively as the Parties.

ASSET PURCHASE AGREEMENT Among SHELL OFFSHORE INC. EXXON MOBIL CORPORATION ANADARKO US OFFSHORE LLC as Sellers and STONE ENERGY OFFSHORE, L.L.C. As Purchaser Relating to the Ram Powell Unit, Being Viosca Knoll Block 911, Viosca Knoll Block 912, Viosca Knoll Block 913, Viosca Knoll Block 955, Viosca Knoll Block 956, and Viosca Knoll Block 957, and Related Assets Gulf of Mexico (April 27th, 2018)
Endo International plc – Membership Interest and Asset Purchase Agreement Between Endo Ventures Limited, Par Pharmaceutical, Inc., Mendham Holdings, Llc and the Seller Related Parties Dated as of April 26, 2018 (April 26th, 2018)

This Membership Interest and Asset Purchase Agreement (this Agreement), dated as of April 26, 2018, is entered into between Mendham Holdings, LLC, a Delaware limited liability company (Seller), Endo Ventures Limited, an Irish company (EVL), Par Pharmaceutical, Inc., a New York corporation (PPI) (EVL and PPI are hereinafter each individually referred to as a Buyer and, collectively, Buyers), and the Seller Related Parties listed on the signature pages hereto (collectively, the Seller Related Parties).

Orexigen Therapeutics – ASSET PURCHASE AGREEMENT by and Between OREXIGEN THERAPEUTICS, INC., SELLER, and NALPROPION PHARMACEUTICALS, INC., PURCHASER DATED AS OF APRIL 23, 2018 (April 24th, 2018)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of April 23, 2018, by and between Orexigen Therapeutics, Inc., a Delaware corporation (the Seller), and Nalpropion Pharmaceuticals, Inc., a Delaware corporation (the Purchaser).

Ems Find, Inc. – Asset Purchase Agreement (April 24th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of April 16, 2018, is entered into by and between digiMine LLC, a Delaware limited liability company (the "Seller"), and Integrated Ventures Inc., a Nevada corporation (the "Buyer"). Seller and Buyer are sometimes referred to individually as a "Party" and collectively as the "Parties."

Vystar Corp – Asset Purchase Agreement (April 23rd, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is effective as of April 18, 2018, by and among NHS Holdings, LLC, a Massachusetts limited liability company, with an address at 4 Brussels Street, Worcester, MA 01610 ("Seller"), Vystar Corporation, a Georgia corporation, with an address at 101 Aylesbury Road, Worcester, MA 01609 to separately as a "Party" and collectively herein as the "Parties."

Primero Mining Corp – Asset Purchase Agreement -Between- McEwen Mining Inc. -And- Primero Mining Corp. ___________________________________ August 25, 2017 (April 20th, 2018)

AND WHEREAS Primero desires to sell and assign or transfer, and McEwen desires to purchase and assume, the Purchased Assets and the Assumed Liabilities (as defined herein) upon and subject to the terms and conditions set out in this Agreement;

GrowGeneration Corp. – Form of Asset Purchase Agreement (April 16th, 2018)

THIS ASSET PURCHASE AGREEMENT (the "Agreement') is made and entered into as of the day of April 12, 2018 by and among GrowGeneration Michigan Corp., a Delaware Corporation ("Buyer") with offices at 1000 W. Mississippi, Denver CO 80223 and a registered office of 40600 Ann Arbor Road East, Suite 200, Canton, Michigan 48170, GrowGeneration Corp., a Colorado Corporation ("Issuer") with offices at 1000 W. Mississippi, Denver CO 80223 and a registered office address of 36 South 18th Avenue, Suite D, Brighton, CO 80601, United States, and Superior Growers Supply Inc., a Michigan Corporation with its address located 5711 Enterprise Drive, Lansing, Michigan 48911 ("Seller").

Asset Purchase Agreement (April 12th, 2018)

This Purchase Agreement (this Agreement) is made as of this 6th day of April, 2018, between Spindle, Inc., a Nevada corporation (Buyer) and [redacted: business confidential information] a Delaware Limited Liability Company (the Seller).