ex1a-7-acq-agmt Sample Contracts

Limitless Venture Group Inc.ACQUISITION AGREEMENT By and Among LIMITLESS VENTURE GROUP, INC. ROKIN, INC. SHAREHOLDERS OF ROKIN, INC. Effective Date: May 1, 2020 ACQUISITION AGREEMENT (February 10th, 2021)

THIS ACQUISITION AGREEMENT, dated as of May 1, 2020 (this "Agreement"), is by and among LIMITLESS VENTURE GROUP, INC., a Nevada C-corporation ("LVGI"), and; ROKIN, INC., a Nevada C-Corporation (“ROKIN”), and; Bauer Investment, LLC, Mar-Beth LLC, Daryl S. Bauer and Nadine Benson, JTWROS, Alexander H. Bauer and Ashton Bauer, JTWROS, Leonard ET Marsh and Jinny RS Marsh JTWROS, Cindy Solomon and Clagett H. Moxley JTWROS, Equity Trust Company/Custodian FBO: Todd Fasanella, Acct# 200205098 “IRA”, and Training Source, Inc. d/b/a TSI Associates (collectively known as the “Shareholders”).

Limitless Venture Group Inc.ACQUISITION AGREEMENT By and Among LIMITLESS VENTURE GROUP, INC. KETOSPORTS, INC. SHAREHOLDERS OF KETOSPORTS, INC. Effective Date: August 18, 2020 ACQUISITION AGREEMENT (February 10th, 2021)

THIS ACQUISITION AGREEMENT, dated as of August 14, 2020 (this "Agreement"), is by and among LIMITLESS VENTURE GROUP, INC., a Nevada C-corporation ("LVGI"), and; KETOSPORTS, INC., a Illinois C-Corporation (“KETOSPORTS) along with its shareholders, India Braddock (“India”), Savitri Boodram Jones (“Savitri”), Alcarcilus Shelton (“Alcarcilus”) and Patrick Arnold (“Patrick” and together with India, Savitri, Alcarcilus, each a “shareholder” and collectively, collectively known as the “Shareholders”).

Limitless Venture Group Inc.ACQUISITION AGREEMENT By and Among LIMITLESS VENTURE GROUP, INC. KETOSPORTS, INC. SHAREHOLDERS OF KETOSPORTS, INC. Effective Date: August 18, 2020 ACQUISITION AGREEMENT (February 5th, 2021)

THIS ACQUISITION AGREEMENT, dated as of August 14, 2020 (this "Agreement"), is by and among LIMITLESS VENTURE GROUP, INC., a Nevada C-corporation ("LVGI"), and; KETOSPORTS, INC., a Illinois C-Corporation (“KETOSPORTS) along with its shareholders, India Braddock (“India”), Savitri Boodram Jones (“Savitri”), Alcarcilus Shelton (“Alcarcilus”) and Patrick Arnold (“Patrick” and together with India, Savitri, Alcarcilus, each a “shareholder” and collectively, collectively known as the “Shareholders”).

Sun Kissed Industries, Inc.ACQUISITION AGREEMENT (January 11th, 2021)
Sugarfina CorpASSET PURCHASE AGREEMENT BY AND AMONG SUGARFINA, INC. AND ITS SUBSIDIARIES AND SUGARFINA ACQUISITION CORP. October 25, 2019 (October 26th, 2020)

This Asset Purchase Agreement (as amended, supplemented, or modified from time to time, this “Agreement”) is entered into as of October 25, 2019 (the “Execution Date”) by and among Sugarfina, Inc., a Delaware corporation, Sugarfina International, LLC, a Delaware limited liability company, and Sugarfina (Canada), Ltd., a Canadian limited company (collectively, “Seller”), and Sugarfina Acquisition Corp., a Delaware corporation (and together with its assignees or designees, as provided under Section 9.7, “Buyer”). Seller and Buyer are each referred to herein as a “Party” and collectively as the “Parties”.

BeBop Channel CorpSUSAN VERES DEBT CONVERSION AGREEMENT (August 31st, 2020)

This Debt Conversion Agreement (the “Agreement”) is entered into effective as of as of June 2, 2020 by and between Susan Veres (“Investor”) and The BeBop Channel Corporation, a New York corporation (the “Company”), with reference to the following facts:

Principal Solar, Inc.SHARE EXCHANGE AGREEMENT (June 29th, 2020)

THIS SHARE EXCHANGE AGREEMENT, dated effective as of December 27th, 2019 among PRINCIPAL SOLAR, INC., a Delaware corporation ("Principal Solar"); BAYOU ROAD INVESTMENTS, A Delaware Corporation ("BAYOU ROAD " or “Company”), and K. BRYCE TOUSSAINT, An individual, the sole stockholder of BAYOU ROAD (the "Stockholder" or “BAYOU ROAD Stockholder”).

Clikia Corp.AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT AND PLAN OF REORGANIZATION (the or this "Agreement") is made and entered into effective as of April 28, 2020, by and among CLIKIA CORP., a Nevada corporation ("Parent"), MAISON LUXE, INC., a Wyoming ... (June 1st, 2020)
Remembrance Group, Inc.PLAN OF CONVERSION (March 13th, 2020)

This Plan of Conversion (this “Plan of Conversion”) is made and adopted effective as of February 1, 2020 to convert PF Management Services, LLC, a Delaware limited liability company (the “Company”), into Remembrance Group, Inc., a Delaware corporation (the “Corporation”), pursuant to Section 265 of the Delaware General Corporation Law (the “DGCL”) and Section 18-216 of the Delaware Limited Liability Company Act (the “DLLCA”).

Zenlabs Holdings IncMERGER AGREEMENT AND PLAN OF MERGER (March 9th, 2020)

THIS MERGER AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into this 13th day of August 2019, by and between Zenleaf LLC, a limited liability company organized under the laws of the State of California (hereafter “Zenleaf”) and Zenleaf Labs LLC (hereinafter “Zen Labs”), a limited liability company organized under the laws of the State of California.

Zenlabs Holdings IncADDENDUM TO MERGER AGREEMENT AND PLAN OF MERGER (March 9th, 2020)

This Addendum to Merger Agreement and Plan of Merger (this “Addendum”) is entered into this 31 day of October, 2019 (the “Effective Date”), by and between ZenLabs Holdings Inc., a British Columbia corporation (“ZenLabs”), and Zenleaf LLC, a California limited liability company (“Zenleaf”). ZenLabs, and Zenleaf are sometimes referred to herein individually as a “party” and collectively as the “parties.”

Zenlabs Holdings IncMERGER AGREEMENT MERGING ZENLABS MERGER SUB, LLC WITH AND INTO ZENLEAF, LLC June 20, 2019 (March 9th, 2020)

THIS AGREEMENT AND PLAN OF MERGER (the “Merger Agreement”) is made and entered into as of the date first above written, by and among ZenLabs Merger Sub, LLC, a California limited liability company (“US Subco”), ZenLabs Holdings Inc., a British Columbia corporation and the sole holder of the membership interests of US Subco (“ZenLabs”), and Zenleaf LLC, a California limited liability company (“Zenleaf”).

Hylete, Inc.Escrow Services Agreement (February 20th, 2020)

This Escrow Services Agreement (this “Agreement”) is made and entered into as of February 11, 2020 by and between Prime Trust, LLC (“Prime Trust” or “Escrow Agent”), HYLETE, Inc. (the “Issuer”) and StartEngine Primary LLC (the “Broker”).

Zicix CorpPLAN AND AGREEMENT OF MERGER BETWEEN BEDERRA CORPORATION (a Texas Corporation) AND ZICIX CORPORATION (a Nevada Corporation (January 28th, 2020)

PLAN AND AGREEMENT OF MERGER effective January 24th, 2011, by and between BEDERRA CORPORATION, a Texas Corporation (“Bederra”), and ZICIX Corporation, a Nevada Corporation (“Zicix”).

Ohia Development CorpHAWAII REAL ESTATE PURCHASE AGREEMENT (January 27th, 2020)

1The Parties. This Real Estate Purchase Agreement is made on this January 25, 2020 as between Ohia Development Corp, a Hawaii corporation whose address is 73-1089 Mahilani Kona, Hawaii 96740, herein “Buyer” and Lehua Court LLC, a Hawaii limited liability company whose address is 92-8635 Lehua Lane, Hawaiian Ocean View Estates, Hawaii 96737 herein “Seller” who agree to sell and convey the real property as described in Section II & III of this Agreement. Buyer and Seller shall be collectively known as the “Parties”.

Lifequest World Corp.RECEIVABLES & SHARE PURCHASE AGREEMENT (December 23rd, 2019)

THIS RECEIVABLES & SHARE PURCHASE AGREEMENT (this “Agreement”), effective as of April 2, 2019 (the “Effective Date”), is entered into by and between, Biopipe Global AG., a Swiss company (“Seller”) and BioPipe Global Corp, a New Jersey corporation, wholly owned subsidiary of LifeQuest World Corp. (“Buyer”).

Lifequest World Corp.INTELLECTUAL PROPERTY & RECEIVABLE PURCHASE AGREEMENT (December 23rd, 2019)

THIS INTELLECTUAL PROPERTY PURCHASE & ACQUISITION AGREEMENT (this “Agreement”), effective as of April 2, 2019 (the “Effective Date”), is entered into by and between, Biopipe Global AG., a Swiss company (“Seller”) and BioPipe Global Corp, a New Jersey corporation, wholly owned subsidiary of LifeQuest World Corp. (“Buyer”).

Lifequest World Corp.SHARE PURCHASE AGREEMENT (December 23rd, 2019)

THIS SHARE PURCHASE AGREEMENT (this “Agreement”), effective as of April 2, 2019 (the “Effective Date”), is entered into by and between, Biopipe TR Cevre Teknolojileri A.S. a Turkish company (“Seller”) and BioPipe Global Corp, a New Jersey corporation, wholly owned subsidiary of LifeQuest World Corp. (“Buyer”).

Canamed4Pets, Inc.Agreement and Plan of Merger (November 25th, 2019)

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered by and between Cann American Holdings, LLC, a California limited liability company (the "LLC") and Canamed4Pets, Inc. (the "Corporation"), as of August 21, 2019. In consideration of the mutual promises and covenants contained in this Agreement the parties agree as follows:

Flora Growth Corp.SHARE PURCHASE AGREEMENT (October 11th, 2019)

On the one hand, GUILLERMO ANDRES RAMIREZ MARTINEZ (“Guillermo”), GUILLERMO RAMIREZ CABRALES (“Cabrales”) and OSCAR MAURICIO FRANCO ULLOA, an individual residing at (“Oscar”)

Direct Communication Solutions, Inc.DIRECT COMMUNICATION SOLUTIONS INC AND TWO LIONS TECHNOLOGIES INC. ARRANGEMENT AGREEMENT Dated for reference December 28, 2016 TABLE OF CONTENT (October 11th, 2019)

IN CONSIDERATION of the covenants and agreement herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

Lifequest World Corp.AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF SUBSIDIARY AND ASSUMPTION OF OBLIGATIONS (September 13th, 2019)

This Agreement of Conveyance, Transfer and Assignment of Subsidiary and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of February 20, 2019, by LifeQuest World Corporation, Inc., a Minnesota corporation (“Assignor”), Anna Kowalska Petersen (“Assignee”), and Amagon ApS (dba New Life Genetics), a company incorporated in Denmark (“Subsidiary”).

Lifequest World Corp.AGREEMENT AND PLAN OF MERGER by and among BIOPIPE GLOBAL CORP., the Company; LIFEQUEST WORLD CORP., the Parent And BIOPIPE ACQUISITION INC. Merger Sub Dated as of April 17, 2019 (September 13th, 2019)
Dna Brands IncRideShare Rental Fleet Owners Agreement (August 7th, 2019)

This agreement is between RideShare Car Rentals, LLC (“RideShare Rental”) and Fleet Owner or an Individual Vehicle Owner, as applicable (DNA Brands, Inc Howard Ullman). These Terms of Service and all of RideShare Rental documents (e.g. the vehicle rental agreement “Vehicle Rental Agreement” provided by RideShare Rental for use between Fleet Owner(DNA Brands, Inc Howard Ullman) and RideShare Rental, Vehicle Condition Report, fleet dashboard and message board), collectively create the terms and conditions (the “Agreement”) upon which RideShare Car Rentals, LLC defines use of its services, which include the RideShare Rental site, app and marketplace (collectively, the “Services”). Fleet owners who use the Services, and RideShare Rental vehicle-booking marketplace agree to be bound by this agreement.

Aureus IncPOST-CLOSING AGREEMENT (July 24th, 2019)

THIS POST-CLOSING AGREEMENT is entered into July 2, 2019 and effective 18th day of June, 2019, by and between Mid Penn Bank in its own right and as Secured Creditor on behalf of Yuengling Ice Cream Corp (the "Seller/Bank"), YIC Acquisitions Corp., a Nevada business corporation, (the "Purchaser") and David Yuengling and Robert C. Bohorad (the "Guarantors").

JUVA LIFE INC./CanadaAGREEMENT AND PLAN OF MERGER (July 1st, 2019)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into on May 15, 2019, by and among Juva Life Inc., a company incorporated under the laws of the Province of British Columbia ("Parent"), Juva Holdings (California) Ltd., a company incorporated under the laws of the State of California ("SubCo") and Juva Life Inc. a company incorporated under the laws of the State of California (the "Company").

Aureus IncSECURED CREDITOR ASSET SALE AND PURCHASE AGREEMENT (June 25th, 2019)

This SECURED CREDITOR ASSET SALE AND PUCHASE AGREEMENT, (the "Agreement") is entered into as of June 18 , 2019, by and between Mid Penn Bank a Pennsylvania banking corporation ("Lender"), Yuengling's Ice cream Corporation, a Pennsylvania business corporation ("Debtor"), and YIC Acquisitions Corp., a Nevada business corporation ("Buyer").

Zabala Farms Group, LLCMEMBERSHIP INTEREST TRANSFER AGREEMENT (May 2nd, 2019)

This Membership Interest Transfer Agreement (“Agreement”) is entered into as April 4th, 2018 (“Effective Date”), by and between David Sheehan, an individual (“Sheehan”), David Emerson Brown, an individual (“Brown” Sheehan and Brown may collectively be referred to herein as the “Sellers”), and Zabala Farms Group, LLC a California limited liability company (“ZF Group”), each of whom may be referred to individually as a “Party” and collectively as the “Parties.” In consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the Parties agree to enter into this transaction based upon the following recitals, terms and conditions:

Zabala Farms Group, LLCAGREEMENT AND PLAN OF MERGER (May 2nd, 2019)

This Agreement and Plan of Merger (“Agreement”), dated as of November 30, 2018, by and between, on the one hand, Zabala Farms Group, LLC, a Delaware limited liability company (the “ZFG”), with its principal executive offices located at 43264 Business Park Dr. Suite # 105 Temecula, CA 92590; and on the other hand, Smart Initiatives, LLC, (“Smart”), Valley View Enterprises, LLC, (“Valley”) and Target Equity, LLC (“Target”), all California limited liability companies, with their principal executive offices located at 43264 Business Park Dr. Suite # 105 Temecula, CA 92590 (Smart, Valley and Target are each referred to as a “Company” and collectively referred to as the “Companies”).

StreamNet, Inc.STREAMNET, INC. MANAGING BROKER-DEALER AGREEMENT (March 18th, 2019)

StreamNet, Inc., a Nevada Corporation (the “Company”), is qualifying for public sale up to Eighteen Million Dollars ($18,000,000) (the “Maximum Offering Amount”) of its common stock (the “Shares”) for a purchase price of Five Dollars ($5.00) per Share (the “Offering”), pursuant to an exemption from registration pursuant to: (i) Regulation A (“Regulation A”) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933 (the “Securities Act”); and (ii) applicable blue sky exemptions. The Company desires to appoint SW Financial, LLC, a New York Limited Liability Company, as managing broker-dealer for the Offering (the “Managing Broker-Dealer”) on the terms and conditions described herein. The Managing Broker-Dealer shall have the right to enter into Participating Dealer Agreements substantially in the form attached to this Managing Broker-Dealer Agreement (this “Agreement”) as “Exhibit A” (a “Participating Dealer Agreement”) with other members of the

MOVING iMAGE TECHNOLOGIES INC.SHARE EXCHANGE AGREEMENT (March 13th, 2019)

This Share Exchange Agreement, dated effective as of _______, 2019 (this “Agreement”) by and among Moving Image Technologies, LLC, a Delaware limited liability company (“MiT”), the members of MiT set forth on Schedule 1 hereto (the “Members”), and NLM Holding Co., Inc., a Delaware corporation (“NLM”).

Tao Entertainment, Inc.Contract (January 28th, 2019)

AGREEMENT AND PLAN OF SHARE EXCHANGE This Agreement and Plan of Share Exchange (this "Agreement and Plan") is entered into by and among Tao Entertainment, Inc., a California corporation (formerly known as Tao Entertainment, LLC, a California limited liability company, "TE"), Colorado Green Ventures, Inc., a Colorado corporation ("CGV"), Robert Stone ("Stone"), and Frank Reina ("Reina", and together with Stone, the "Shareholders" and each a "Shareholder", and the Shareholders together with TE and CGV, the "Parties" and each a "Party") as of the ad.A day of , 2018 (the "Effective Date"). WHEREAS, each Shareholder currently owns all of the issued and outstanding shares of TE (the "TE Shares"); WHEREAS, CGV desires to acquire all of the TE Shares; WHEREAS, the Shareholders desire to exchange their TE Shares to CGV in exchange for 151,000,000 shares of capital stock of CGV, which shall equal 60.1% of the total issued shares of capital stock of CGV (such total issued shares of capital stock

Aviation Mining Solutions, Inc.ACQUISITION AGREEMENT (December 28th, 2018)

This ACQUISITION AGREEMENT ("Agreement") among AVIATION MINING SOLUTIONS, INC., a Delaware corporation ("AMS DE"), AVIATION MINING SOLUTIONS, LLC, a private limited liability company organized under the laws of the Arizona (“AMS AZ”) and the persons listed in Exhibit A hereof (collectively the "Members"), being the owners of record of all of the issued and outstanding membership units of AMS AZ.

Hightimes Holding Corp.SELLING AGENT AGREEMENT (June 12th, 2018)

This letter (this “Agreement”) constitutes the agreement between Hightimes Holding Corp., a Delaware corporation (the “Company”) and NMS Capital Advisors, LLC. (“NMS Capital” or the “Selling Agent”) pursuant to which NMS Capital shall serve as the managing selling agent for the Company, on a “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that NMS Capital’s obligations hereunder are on a “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by NMS Capital to purchase or sell any shares of Class A Common Stock of the Company (the “Securities”) and does not ensure the successful placement of the Securities or any portion thereof or the success of NMS Capital placing the Securities.

Hightimes Holding Corp.FORM AGREEMENT] ESCROW SERVICES AGREEMENT (June 12th, 2018)

This Escrow Services Agreement (this “Agreement”) is made and entered into as of April 20, 2017, by and between Prime Trust, LLC (“Prime Trust”, or “Escrow Agent”), High Times Holding Corp (“Issuer”), and NMS Capital Advisors, LLC (“Broker”).