gras_8k.htm

0001477932-19-003852.txt : 20190702 0001477932-19-003852.hdr.sgml : 20190702 20190702085928 ACCESSION NUMBER: 0001477932-19-003852 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20190621 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190702 DATE AS OF CHANGE: 20190702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Greenfield Farms Food, Inc. CENTRAL INDEX KEY: 0001440517 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - LIVESTOCK & ANIMAL SPECIALTIES [0200] IRS NUMBER: 262909561 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54364 FILM NUMBER: 19935375 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-663-9483 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: SWEET SPOT GAMES INC DATE OF NAME CHANGE: 20080722 8-K 1 gras_8k.htm FORM 8-K gras_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 21, 2019

GREENFIELD FARMS FOOD, INC.
(Exact name of registrant as specified in its charter)

Nevada		333-157281		26-2909561
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

5430 LBJ Freeway Suite 1200 Dallas TX. 75240

(Address of principal executive offices) (Zip Code)

972-663-9483

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Acquisition of Ngen Technologies USA Corp.

Effective June 26, 2019, Greenfield Farms Food, Inc. (“we,” “us,” “our,” “GRAS,” or the “Company”) entered into and completed a share exchange agreement (the “Share Exchange Agreement”) with Ngen Technologies USA Corp., a Texas corporation (“NGEN”), the common stock shareholders of NGEN (the “NGEN Shareholders”) and Clifford Rhee (“Rhee”) and Edward Carter (“Carter”), whereby Rhee and Carter, prior to the Share Exchange Agreement, were each the holder of 500 shares of our Series E Preferred Stock. Pursuant to the terms of the Share Exchange Agreement, the NGEN Shareholders transferred and exchanged 100% of the common stock of NGEN in exchange for the allocation of the 1,000 shares of the Series E Preferred Stock (the “Share Exchange”). There were no new shares issued in the Share Exchange Agreement. The NGEN Shareholders, as a group, own 100% of the Series E Preferred Stock and our executive officers and directors, as a group, now own 990 of our Series E Preferred Stock representing 99% of our issued and outstanding shares of Series E Preferred Stock. The Series E Preferred Stock is convertible into 85% of our common stock under certain terms and conditions. Upon completion of the share exchange pursuant to the Share Exchange Agreement, NGEN became our wholly owned subsidiary.

Ngen, through its’ wholly owned subsidiary NGEN Technologies Korea, invents designs and develops innovative technologies and owns or licenses over 30 patents. Current products include state-of-art automotive muffler/silencer technologies and proprietary 3D mobile display module for smart phones and other telecommunication original equipment manufacturers. Ngen engages in the business of 3D technologies including automotive, mobile and display.

Convertible Promissory Note with Carebourn LLC

On June 28, 2019, we sold Carebourn LLC, a Delaware limited partnership (“Carebourn”) a convertible promissory note in the principal amount of $1,436,128 (the “Note”), pursuant to a Securities Purchase Agreement we entered into with them dated June 28, 2019. The Note bears interest at the rate of 10% per annum and principal is due and payable on June 28, 2020. Interest payments of $143,613 are due on or before September 30, 2019, December 31, 2109, March 31, 2020 and June 28, 2010. We paid $100,195 to cover Carebourn’s transactional expenses and $33,007 was paid directly to professional service providers for past due accounting and auditing fees, which were included in the principal amount of the Note.

The Note provides for standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. Additionally, upon the occurrence of certain defaults, as described in the Note, we are required to pay Carebourn liquidated damages in addition to the amount owed under the Note.

The principal amount of the Note and all accrued interest thereon is convertible at the option of the holder thereof into our common stock at any time beginning October 1, 2019. The conversion price of the Note is equal to 58% of the lowest price quoted on the OTC Markets for the Company’s common stock during the 30 trading days prior to the conversion date. The conversion price of the Notes is subject to proportional adjustment in the event of stock splits, stock dividends, rights offerings by us relating to our securities or the securities of any our subsidiaries, combinations, recapitalization, reclassifications, extraordinary distributions and similar events. Additionally, in the event our shares are not deliverable via DWAC following conversion an additional 10% discount is added to the conversion discount of the note and in the event, we fail to meet certain other requirements of the note, an additional 5% discount is added to the conversion discount of the conversion price.

In the event we fail to deliver the shares of common stock issuable upon conversion of the Note within three business days of our receipt of a conversion notice, we are required to pay Carebourn $2,000 per day for each day that we fail to deliver such shares.

At no time may the Note be converted into shares of our common stock if such conversion would result in Carebourn and its affiliates owning an aggregate of in excess of 4.99% of the then outstanding shares of our common stock. This ownership limitation can be increased or decreased by the holder upon 61 days’ notice to us.

We may prepay in full the unpaid principal and interest on the Note, with at least 20 trading days’ notice, (a) any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the Note together with accrued interest thereon; and (b) any time beginning on the 181st day after the issuance date and ending on the 364th day after the issuance date, by paying 150% of the principal amount of the Note together with accrued interest thereon. After the expiration of the 364th day after the issuance date, we have no right of prepayment.

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The Note also contains customary positive and negative covenants.

In the event we receive any third party offer to provide us funding while the note is outstanding, we are required to offer Carebourn a right of first refusal to provide such funding on the terms offered by the third party. We also agreed that if we provide any financing source more favorable terms than Carebourn under the note while the note is outstanding that the Carebourn note would, at the option of Carebourn, be amended to include such more favorable terms.

The foregoing descriptions of the Share Exchange Agreement, the Securities Purchase Agreement and the Note are summaries only and are qualified in their entireties by reference to the full text of the Share Exchange Agreement, the Securities Purchase Agreement and the Note, filed herewith as Exhibits 2.1, 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures above in Item 1.01, below the heading “Convertible Promissory Note with Carebourn LLC.”, are incorporated by reference in this Item 2.03 in their entirety.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosures above in Item 1.01 are incorporated by reference in this Item 3.02 in their entirety.

The shares of the Company’s common stock allocated in connection with the Share Exchange Agreement and previously issued and the shares of common stock issuable upon conversion of the Note were not registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act in a transaction not involving a public offering or distribution. The shares allocated to the NGEN Shareholders and upon conversion of the Note may not be transferred or sold absent registration under the Securities Act or an applicable exemption therefrom.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

Executive Officer and Director Resignations and Appointments

On November 9, 2018, Rhee resigned from his position as Interim Chief Financial Officer as well as the Chairman of the Board of Directors (the “Board”) of the Company. Also, on November 9, 2018, Mr. Jason Koo resigned from his position as Chief Executive Officer of the Company.

On June 21, 2019, the Board appointed Mr. Rhee to the Board as well as named Mr. Rhee the Chief Executive Officer of the Company. The Board is now comprised of Mr. Carter and Mr. Rhee.

Background

From July 2005 Mr. Rhee has been the President and Chief Executive Officer of Ngen Technologies USA Corp. The Company had previously acquired certain technology assets from Ngen on January 4, 2018 and January 18, 2018, respectively, and on June 26, 2019, the Company acquired Ngen pursuant to the Share Exchange Agreement referenced above. Mr. Rhee now owns 495 or 49.5% of the Company’s Series E Preferred Stock which has conversion rights equal to 42.075% of the issued and outstanding common stock of the Company. Mr. Rhee also owns 1,000 or 100% of the Company’s Series F Preferred Stock. The Series F Preferred Stock does not have any conversion rights, but has super majority voting rights of the Company.

From February 2010 to June 2015 Mr. Rhee served as President and CEO, principle engineer and a director CTX Virtual Technologies, Inc. (“CTX”). From 1986 to 2009, Mr. Rhee held executive positions with several multi-national corporations whereby he was responsible for strategic business initiatives including mergers and acquisitions, turnarounds and growth. Mr. Rhee served as an independent director to Vermeer Korea (Construction equipment), Samsung Group (Industrial Products) and Oncidium Health Group (Medical services). Mr. Rhee is a graduate from McGill University in Mechanical Engineering and Certified Management Accounting program (C.M.A.) and is a registered professional engineer. Mr. Rhee has also been named the Interim Chief Financial Officer of the Company.

Compensation

At this time, we do not have any written employment agreement or other formal compensation agreements with our officers and directors. Compensation arrangements are the subject of ongoing development and we will make appropriate additional disclosures as they are further developed and formalized.

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Item 9.01 Financial Statements and Exhibits.

a) Financial Statements of Business Acquired.

In accordance with Item 9.01(a)(4) of Form 8-K the financial statements required under this Item 9.01 will be filed by amendment to this Current Report on Form 8-K no later than 75 days after the completion of Share Exchange

(b) Pro Forma Financial Information.

In accordance with Item 9.01(b)(2) of Form 8-K the financial statements required under this Item 9.01 will be filed by amendment to this Current Report on Form 8-K no later than 75 days after the completion of the Share Exchange.

Exhibit No.		Description

2.1*		Share Exchange Agreement dated June 26, 2019 by and among Greenfield Farms Food, Inc., the shareholders of Ngen Technologies USA Corp., Ngen Technologies USA Corp. Clifford Rhee and Edward Carter.

10.1*		Securities Purchase Agreement dated June 28, 2019, by and between Greenfield Farms Food, Inc. and Carebourn LLC.

10.2*		$1,436,128 Convertible Promissory Note dated June 28, 2019, by Greenfield Farms Food, Inc. in favor of Carebourn LLC.

*Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

	GREENFIELD FARMS FOOD, INC.


Date: July 2, 2019	By:	/s/ Clifford M Rhee
		Clifford M Rhee
		Chief Executive Officer

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EX-2.1 2 gras_ex21.htm SHARE EXCHANGE AGREEMENT gras_ex21.htm

EXHIBIT 2.1

SHARE EXCHANGE AGREEMENT

by and among

Greenfield Farms Food Inc.;

And

Ngen Technologies USA Corp and

The Shareholders of

Ngen Technologies USA Corp.

SHARE EXCHANGE AGREEMENT

Dated as of June 26, 2019

This Share Exchange Agreement (together with the Exhibits, Schedules and attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and among (i) Greenfield Farms Foods Inc. a Nevada corporation (“GRAS”); Clifford M. Rhee (“Rhee”), Edward F. Carter (“Carter”) and (ii) Ngen Technologies USA Corp (“NGEN”) (iii) each of the shareholders of NGEN as set forth on the signature page hereto or who executes a counterpart signature to this Agreement in the form attached hereto as Exhibit C (the “NGEN Shareholders”), and Ngen Technologies Korea, LTD (“NKOR”). NKOR is a wholly-owned subsidiary of NGEN. NGEN, NKOR, Carter and Rhee are collectively the NGEN Parties. GRAS and each NGEN Party may be referred to herein collectively as the “Parties” and separately as a “Party.”

BACKGROUND. On January 4, 2018, pursuant to an Asset Purchase Agreement (the 1^st APA”), GRAS acquired from NGEN their muffler technology and business in exchange for the issuance to Rhee and Carter 500 shares each of GRAS Series E Preferred Stock (“the Series E Preferred Stock”) and on January 18, 2018, pursuant to an Asset Purchase Agreement (the 2^nd APA”), GRAS acquired from NGEN and NKOR the 3D technology and business in exchange for a $7,000,000 promissory note (the “Note”).

WHEREAS, GRAS agrees to acquire from the NGEN Shareholders all of the shares of common stock of NGEN held by the NGEN Shareholders in exchange for the redistribution by GRAS to NGEN Shareholders of 1,000 shares of GRAS’s Series E Preferred Stock and the cancellation of the Note upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, it is intended that NGEN will become a wholly owned subsidiary of GRAS; and

WHEREAS, for Federal income tax purposes, it is intended that the Exchange (as defined below) qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”);

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom, and intending to be legally bound hereby, it is hereby agreed as follows:

Article I. SHARE EXCHANGE

Section 1.01 The Exchange. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below), the NGEN Shareholders, who hold an aggregate of (i) 10,000,000 shares of common stock, par value $0.0001 per share, of NGEN (the “NGEN Common Stock”) and (ii) warrants to purchase 1,922,000 shares of NGEN Common Stock, together representing 100% of NGEN’s issued and outstanding capital stock, shall sell, assign, transfer and deliver to GRAS, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the NGEN Stock held by them as set forth on Exhibit A.

(b) In exchange for:

(i) the transfer of all NGEN Common Stock to GRAS by the NGEN Shareholders; GRAS, Rhee and Carter shall deliver or cause to be delivered to such NGEN Shareholders 1,000 shares in the aggregate of GRAS Series E Preferred Stock;

(c) Exhibit A sets forth the number of shares of GRAS Series E Preferred Stock to be delivered to the NGEN Shareholders pursuant to Section 1.01(b), and such shares of GRAS Series E Preferred Stock shall collectively be referred to herein as the “Exchange Shares.”

(d) At the Closing, all unexercised and unexpired options and warrants to purchase shares of NGEN Common Stock then outstanding whether or not then exercisable (the “NGEN Options”), shall be assumed by GRAS. Each NGEN Option so assumed by GRAS under this Agreement shall continue to have, and be subject to, the same terms and conditions as set forth in the NGEN Stock Option Plan and any agreements thereunder immediately prior to the Closing (including, without limitation, the vesting schedule (without acceleration thereof by virtue of the transactions contemplated hereby)), except that: (i) each NGEN Option shall be exercisable (or shall become exercisable in accordance with its terms) for that number of whole shares of GRAS Common Stock equal to (A) the number of shares of NGEN Stock issuable upon the exercise of such NGEN Option immediately prior to the Closing, multiplied by (B) the Common Conversion Rate; and (ii) the per share exercise price for the shares of GRAS Common Stock issuable upon exercise of each such assumed NGEN Option shall be equal to the quotient determined by dividing (X) the exercise price per share of NGEN Stock at which such NGEN Option was exercisable immediately prior to the Closing by (Y) the Common Conversion Rate, rounded up to the nearest whole cent. The conversion of any NGEN Options which are “incentive stock options” within the meaning of Section 422 of the Code into options to purchase GRAS Common Stock shall be made in a manner consistent with Section 424(a) of the Code so as not to constitute a “modification” of such NGEN Options within the meaning of Section 424 of the Code. Continuous employment with NGEN or its subsidiaries shall be credited to the optionee for purposes of determining the vesting of all assumed NGEN Options after the Closing

(e) Promptly following the Closing, the NGEN Shareholders shall, on surrender of their certificates representing their respective shares of NGEN Stock to GRAS, be recorded in the stock ledger of GRAS as the owners of the applicable portion of the Exchange Shares as set forth on Exhibit A.

(f) The exchange as set forth in this Section 1.01, subject to the other terms and conditions herein, is referred to herein as the “Exchange.”

Section 1.02 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur simultaneously with the execution and delivery of this Agreement by remote exchange of electronic documents (the date and time at which the Closing is actually held being the “Closing Date”).

Section 1.03 GRAS Deliverables at the Closing. At the Closing, GRAS shall deliver:

(a) To the NGEN Shareholders the Exchange Shares in accordance with Section 1.01.

(b) To NGEN a certificate of the Secretary of GRAS, dated as of the Closing Date, and:

(i) attaching and certifying copies of (i) the resolutions of each of the Board of Directors of GRAS (the “GRAS Board”) and the shareholders of GRAS authorizing the execution, delivery and performance of this Agreement and the other documents referenced herein and the completion of the transactions contemplated herein, and (ii) the GRAS Organizational Documents, as amended pursuant to Section 5.01(a) and Section 5.01(b);

(ii) attaching a certificate of status issued by the Nevada Secretary of State for GRAS, dated as of a date within 5 days of the Closing Date;

(iii) certifying that the actions set forth in Section 5.01 have been completed; and

(iv) certifying that GRAS has commenced the preparation of its audited financial statements.

(d) To GRAS, an Indemnification Agreement signed by Rhee and Carter who received Series E Preferred Stock of GRAS after the signing of the 1^st APA, to which GRAS and NGEN are a party, agreeing to indemnify and hold harmless GRAS and its other shareholders (including the NGEN Shareholders who will, upon the Closing of the Exchange, become shareholders of GRAS), from and against and claims, losses, damages (including any related costs and expenses, including but not limited to attorneys’ fees), resulting from or in any way related to the issuance of such Series B Preferred Stock (the “Indemnification Agreement”).

Section 1.04 NGEN Deliverables at the Closing. At the Closing, NGEN or the NGEN Shareholders, as applicable, shall deliver to GRAS:

(a) The original stock certificates evidencing all of the NGEN Stock, free and clear of all Encumbrances, accompanied by duly executed stock powers or such other instruments of transfer duly executed in blank and with all required stock transfer stamps affixed, in form and substance satisfactory to GRAS as required for the same to be transferred to the ownership of GRAS; provided that GRAS may agree that original stock certificates be delivered promptly following the Closing. If the original stock certificates are lost, the applicable NGEN Shareholder may deliver a lost certificate affidavit and indemnification agreement in a form mutually acceptable to NGEN and GRAS.

(b) A certificate of the Secretary of NGEN, dated as of the Closing Date, and:

(i) attaching and certifying copies of the resolutions of the Board of Directors of NGEN authorizing the execution, delivery and performance of this Agreement and the other documents referenced herein and the completion of the transactions contemplated herein;

(ii) attaching a certificate of status issued by the Texas Secretary of State for NGEN, dated as of a date within 5 days of the Closing Date; and

(iii) certifying that NGEN has commenced the preparation of its audited financial statements.

(c) The originals of the corporate minute books, books of account, contracts, records, and all other books or documents of NGEN and NKOR now in the possession of NGEN or its representatives.

Section 1.05 Tax Consequences. For U.S. federal income tax purposes, the Exchange is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder. The Parties adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).

Section 1.06 Conveyance Taxes. The NGEN Shareholders will pay all sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar Taxes incurred as a result of the transactions contemplated by this Agreement.

Article II. REPRESENTATIONS AND WARRANTIES REGARDING NGEN

As an inducement to, and to obtain the reliance of the GRAS Parties, except as set forth in the disclosure schedules as attached hereto as Schedule 2 (the “NGEN Schedules”) (it being agreed that the disclosure of any matter in any section or subsection of the NGEN Schedules shall be deemed to have been disclosed in any other section or subsection in the NGEN Schedule to which applicability of such disclosure is reasonably apparent on the face of such disclosure), NGEN hereby represents and warrants to the GRAS Parties, as of the Closing Date, as follows:

Section 2.01 Corporate Existence and Power. NGEN is a corporation duly organized and validly existing under the Laws of the State of Texas, and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. NGEN has delivered to GRAS complete and correct copies of the organizational documents and the corporate minute books of NGEN as in effect on the Effective Date (the “NGEN Organizational Documents”). NGEN has full corporate power and authority to carry on its businesses as it is now being conducted and as now proposed to be conducted and to own or lease its properties and assets.

Section 2.02 No Conflict; Due Authorization. The execution, delivery and performance of this Agreement and all agreements and other documents executed by the NGEN in connection herewith does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the NGEN Organizational Documents or applicable Law. NGEN has taken all actions required by Law, the NGEN Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the transactions herein contemplated.

Section 2.03 Valid Obligation. This Agreement and all agreements and other documents executed by NGEN in connection herewith constitute the valid and binding obligations of NGEN, enforceable in accordance with its or their terms, except as may be limited by the Enforceability Exceptions.

Section 2.04 Governmental Authorization. Neither the execution and delivery nor performance of this Agreement by NGEN requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.

Section 2.05 Authorized Shares and Capital.

(a) The authorized capital stock of NGEN consists of ________________ shares of common stock, par value $0.001 per share, of which ______________ shares are issued and outstanding;

(b) Except as set forth in the NGEN Schedules, NGEN has no outstanding options, rights or commitments to issue shares of NGEN Stock or any other equity security of NGEN, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of NGEN Stock or any other equity security of NGEN.

(c) There is no voting trust, agreement or arrangement among any of the beneficial holders of NGEN Stock affecting the nomination or election of directors or the exercise of the voting rights of NGEN Stock.

(d) The offer, issuance and sale of such shares of NGEN Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities Laws and (c) accomplished in conformity with all other applicable securities Laws. None of such shares of NGEN Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” Law.

(e) None of the NGEN Stock is subject to pre-emptive or similar rights, either pursuant to any NGEN Organizational Document, requirement of Law or any contract, and no Person has any pre-emptive rights or similar rights to purchase or receive any NGEN Stock or other interests in NGEN.

Section 2.06 Subsidiaries and Predecessor Corporations. NGEN does not have any predecessor corporation(s), no subsidiaries, and does not own, beneficially or of record, any shares of any other corporation other than any set forth in the NGEN Schedules.

Section 2.07 Books and Records. The books and records, financial and otherwise, of NGEN are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices.

Section 2.08 Financial Statements.

(a) NGEN has delivered to GRAS the (i) unaudited balance sheet of NKOR (the “NKOR Balance Sheet”) as of December 31, 2018, and 2017 (the “NGEN Balance Sheet Date”); (ii) the unaudited statements of operations, cash flows, and stockholder’s equity of NKOR for the year ended December 31, 2018, and 2017 (collectively, the “NKOR Financial Statements”). NGEN shall deliver to GRAS the (i) unaudited balance sheet of NGEN (the “NGEN Balance Sheet”) as of December 31, 2018, and 2017 (the “NGEN Balance Sheet Date”); (ii) the unaudited statements of operations, cash flows, and stockholder’s equity of NGEN for the years ended December 31, 2018, and 2017 (collectively, the “NGEN Financial Statements”)

(b) The NGEN and NKOR Financial Statements (i) are in accordance with the books and records of each, and (ii) present fairly in all material respects the financial condition of each at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified.

For the following sections NGEN includes Ngen and NKOR

Section 2.09 Undisclosed Liabilities. Except as disclosed on the NGEN Schedules, NGEN has no liabilities that would be required to be disclosed on the NGEN Balance Sheet under GAAP, except for such liabilities: (i) disclosed, reflected or reserved against in the NGEN Balance Sheet; (ii) those which have been incurred in the ordinary course of business since the NGEN Balance Sheet Date; (iii) incurred in connection with the transactions contemplated by this Agreement or any other agreements and other documents delivered in connection herewith; and (iv) those which do not individually exceed $5,000 or in the aggregate exceed $25,000.

Section 2.10 Litigation and Proceedings. There are no actions, suits, proceedings, or investigations pending or, to the knowledge of NGEN after reasonable investigation, threatened by or against NGEN or affecting NGEN or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. NGEN does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

Section 2.11 Contracts.

(a) All NGEN Material Contracts to which NGEN is a party or by which it or any of its assets, products, technology, or properties are bound other than those incurred in the ordinary course of business are set forth on the NGEN Schedules.

(b) All NGEN Material Contracts to which NGEN is a party or by which its properties are bound and which are material to the operations of NGEN taken as a whole are valid and enforceable by NGEN in all respects, except as limited by the Enforceability Exceptions.

(c) Except as disclosed on the NGEN Schedules, NGEN is not a party to any oral or written (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation; (vi) collective bargaining agreement; or (vii) agreement with any present or former officer or director of NGEN.

Section 2.12 Compliance With Laws and Regulations. To the best of its knowledge, NGEN has complied with all applicable statutes and regulations of any provincial, federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of NGEN or except to the extent that noncompliance would not result in the occurrence of any material liability for NGEN.

Section 2.13 Taxes. NGEN has duly and punctually paid all governmental fees and taxes which it has become liable to pay and has duly allowed for all taxes reasonably foreseeable and is under no liability to pay any penalty or interest in connection with any claim for governmental fees or taxes and NGEN has made any and all proper declarations and returns for tax purposes and all information contained in such declarations and returns is true and complete.

Section 2.14 Tax Returns and Audits. All required federal, state and local Tax Returns of NGEN have been accurately prepared in all material respects and duly and timely filed, and all federal, provincial and local Taxes required to be paid with respect to the periods covered by such returns have been paid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a Material Adverse Effect on NGEN. NGEN is not and has not been delinquent in the payment of any Tax. NGEN has not had a Tax deficiency assessed against it and has not executed a waiver of any statute of limitations or the assessment or collection of any Tax. None of NGEN’ federal income, provincial and local income and franchise tax returns has been audited by any Authority. The reserves for Taxes reflected on the NGEN Financial Statements are and will be sufficient for the payment of all unpaid Taxes payable by NGEN. NGEN has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. NGEN (i) is not a party to, nor is it bound by or obligated under, any tax sharing agreements, and (ii) does not have any potential liability or obligation to any Person as a result of, or pursuant to, any such tax sharing agreements. NGEN has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Section 2.15 Employee Benefit Plans; ERISA. Except as disclosed in the NGEN Schedules, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by NGEN, whether written or unwritten and whether or not funded.

Section 2.16 Limited Representations and Warranties. Except for the representations and warranties expressly set forth in this Article II (as modified by the NGEN Schedules) and the other agreements and documents delivered in connection herewith, neither NGEN nor any of its Affiliates or any Person acting on behalf of any of the foregoing makes or has made any other express or implied representation or warranty to the GRAS Parties as to the accuracy or completeness of any information regarding NGEN, the NGEN Stock, the transactions contemplated hereby or any other matter, and NGEN disclaims and the GRAS Parties shall not be entitled to rely upon any other representations or warranties, whether made by on behalf of NGEN or any of its respective Affiliates or any Person acting on behalf of the foregoing.

Article III. REPRESENTATIONS AND WARRANTIES OF THE NGEN SHAREHOLDERS

As an inducement to, and to obtain the reliance of the GRAS Parties, except as set forth in the disclosure schedules as attached hereto as Schedule 3 (the “NGEN Shareholder Schedules”) (it being agreed that the disclosure of any matter in any section or subsection of the NGEN Shareholder Schedules shall be deemed to have been disclosed in any other section or subsection in the NGEN Shareholder Schedule to which applicability of such disclosure is reasonably apparent on the face of such disclosure), each NGEN Shareholder, severally, and not jointly, hereby represents and warrants to the GRAS Parties, as of the Closing Date, solely with respect to such NGEN Shareholder, and not as to any other NGEN Shareholder, as follows:

Section 3.01 Corporate Existence and Power. Such NGEN Shareholder (if an entity) is duly organized and validly existing in the jurisdiction of its organization. Such NGEN Shareholder has the requisite power and authority to execute, deliver and perform this Agreement.

Section 3.02 No Conflict: Due Authorization. The execution, delivery and performance of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of t h e organizational documents of such NGEN Shareholder (if an entity). Such NGEN Shareholder has taken all actions required by Law, and its organizational documents (if an entity) or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the transactions herein contemplated.

Section 3.03 Valid Obligation. This Agreement and all agreements and other documents executed by such NGEN Shareholder in connection herewith constitute the valid and binding obligations of such NGEN Shareholder, enforceable in accordance with its or their terms, except as may be limited by the Enforceability Exceptions.

Section 3.04 Title to and Issuance of the NGEN Stock. Such NGEN Shareholder is the record and beneficial owner and holder of the NGEN Stock as set forth opposite such NGEN Shareholder’s name on Exhibit A, free and clear of all Liens. None of the NGEN Stock held by such NGEN Shareholder is subject to pre-emptive or similar rights, either pursuant to any NGEN Organizational Document, requirement of Law or any contract, and such NGEN Shareholder does not have any pre-emptive rights or similar rights to purchase or receive any NGEN Stock or other interests in GRAS. Such NGEN Shareholder has the power and authority to transfer the NGEN Stock to GRAS as contemplated pursuant to the terms of this Agreement. Upon delivery of the Exchange Shares to such NGEN Shareholders in exchange for the NGEN Stock held by such NGEN Shareholder as contemplated hereby, GRAS shall acquire good and valid title to such NGEN Stock, free and clear of all Liens.

Section 3.05 Broker’s, Finder’ s or Similar Fees . Except as set forth on the NGEN Shareholder Schedules, there are no brokerage commissions, finder’s fees or similar fees or commissions payable by such NGEN Shareholder in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with such NGEN Shareholder or any action taken by such NGEN Shareholder.

Section 3.06 Investment Representations.

(a) Investment Purpose. As of the Effective Date, the NGEN Shareholder understands and agrees that the consummation of this Agreement including the delivery of the Exchange Shares to such NGEN Shareholder in exchange for the NGEN Stock as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes and that the Exchange Shares are being acquired for such NGEN Shareholder’s own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.

(b) Investor Status. The NGEN Shareholder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”). The NGEN Shareholder has been furnished with all documents and materials relating to the business, finances and operations of GRAS and its subsidiaries and information that such NGEN Shareholder requested and deemed material to making an informed decision regarding this Agreement and the underlying transactions.

(c) Reliance on Exemptions. The NGEN Shareholder understands that the Exchange Shares are being offered and sold to such NGEN Shareholder in reliance upon specific exemptions from the registration requirements of United States federal and state securities Laws and that GRAS is relying upon the truth and accuracy of, and the NGEN Shareholder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the NGEN Shareholder set forth herein in order to determine the availability of such exemptions and the eligibility of the NGEN Shareholder to acquire the Exchange Shares.

(d) Information. The NGEN Shareholder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of GRAS and materials relating to the offer and sale of the Exchange Shares which have been requested by the NGEN Shareholder or its advisors. The NGEN Shareholder and its advisors, if any, have been afforded the opportunity to ask questions of GRAS. The NGEN Shareholder understands that its investment in the Exchange Shares involves a significant degree of risk. The NGEN Shareholder is not aware of any facts that may constitute a breach of any of GRAS’s representations and warranties made herein.

(e) Governmental Review. The NGEN Shareholder understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Exchange Shares.

(f) Transfer or Resale. The NGEN Shareholder understands that (i) the sale or re-sale of the Exchange Shares has not been and is not being registered under the Securities Act or any applicable state securities Laws, and the Exchange Shares may not be transferred unless (a) the Exchange Shares are sold pursuant to an effective registration statement under the Securities Act, (b) the NGEN Shareholder shall have delivered to GRAS, at the cost of the NGEN Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Exchange Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by GRAS, (c) the Exchange Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of the NGEN Shareholder who agreed to sell or otherwise transfer the Exchange Shares only in accordance with this Section 3.06 and who is an Accredited Investor, (d) the Exchange Shares are sold pursuant to Rule 144, or (e) the Exchange Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), and the NGEN Shareholder shall have delivered to GRAS, at the cost of the NGEN Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by GRAS; (ii) any sale of such Exchange Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Exchange Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither GRAS nor any other person is under any obligation to register such Exchange Shares under the Securities Act or any state securities Laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Exchange Shares may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

(g) Legends. The NGEN Shareholder understands that the Exchange Shares, until such time as the Exchange Shares have been registered under the Securities Act, or may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Exchange Shares may bear a standard Rule 144 legend and a stop-transfer order may be placed against transfer of the certificates for such Exchange Shares.

Section 3.07 Limited Representations and Warranties. Except for the representations and warranties expressly set forth in this Article III (as modified by the NGEN Shareholder Schedules) and the other agreements and documents delivered in connection herewith, neither the NGEN Shareholder nor any of its Affiliates or any Person acting on behalf of any of the foregoing makes or has made any other express or implied representation or warranty to the GRAS Parties as to the accuracy or completeness of any information regarding NGEN, the NGEN Stock, the transactions contemplated hereby or any other matter, and the NGEN Shareholder disclaims and the GRAS Parties shall not be entitled to rely upon any other representations or warranties, whether made by the NGEN Shareholder or any of its Affiliates or any Person acting on behalf of the foregoing.

Article IV. REPRESENTATIONS AND WARRANTIES REGARDING THE GRAS PARTIES

As an inducement to, and to obtain the reliance of the NGEN Parties, except as set forth in the disclosure schedules as attached hereto as Schedule 4 (the “GRAS Schedules”) (it being agreed that the disclosure of any matter in any section or subsection of the GRAS Schedules shall be deemed to have been disclosed in any other section or subsection in the GRAS Schedule to which applicability of such disclosure is reasonably apparent on the face of such disclosure), the GRAS Parties hereby, jointly and severally, represent and warrant to the NGEN Parties, as of the Closing Date, as follows:

Section 4.01 Corporate Existence and Power. GRAS is a corporation duly organized and validly existing under the Laws of the State of Nevada and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. GRAS has delivered to NGEN complete and correct copies of the articles of incorporation and bylaws of GRAS as in effect on the Effective Date (the “GRAS Organizational Documents”). GRAS has full corporate power and authority to carry on its businesses as it is now being conducted and as now proposed to be conducted and to own or lease its properties and assets.

Section 4.02 No Conflict; Due Authorization. The execution, delivery and performance of this Agreement and all agreements and other documents executed by the GRAS Parties in connection herewith does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the GRAS Organizational Documents or applicable Law. The GRAS Parties have taken all actions required by Law, the GRAS Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the transactions herein contemplated.

Section 4.03 Valid Obligation. This Agreement and all agreements and other documents executed by the GRAS Parties in connection herewith constitute the valid and binding obligation of the GRAS Parties, enforceable in accordance with its or their terms, except as may be limited by the Enforceability Exceptions.

Section 4.04 Governmental Authorization. Neither the execution and delivery nor performance of this Agreement by any GRAS Party requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.

Section 4.05 Authorized Shares and Capital.

(a) The authorized capital stock of GRAS consists of 6,500,000,000 shares of capital stock, of which (i) 6,450,000,000 shares of common stock, par value $0.001 per share, of which 3,403,855,350 shares are issued and outstanding; and (ii) 50,000,000 shares are preferred stock, par value $0.0001 per share, and of which:

(1) 100,000 shares are designated as the GRAS Series A Preferred Stock, of which 96,623 shares are issued and outstanding,

(2) 100,000 shares are designated as the GRAS Series B Preferred Stock, of which 44,000 shares are issued and outstanding,

(3) 1,000 shares are designated as the GRAS Series E Preferred Stock, of which 1,000 shares are issued and outstanding. All of the issued and outstanding NGEN Stock is held, collectively, by the NGEN Shareholders.

(4) 1,000 shares are designated as the GRAS Series F Preferred Stock, of which 1,000 shares are issued and outstanding. All of the issued and outstanding GRAS Stock is held, collectively, by the GRAS Shareholders.

(b) Immediately following Closing there will be:

(i) a total of 11,788,763 shares of GRAS Common Stock issued and outstanding;

(ii) a total of 96,623 shares of GRAS Series A Preferred Stock issued and outstanding;

(iii) a total of 44,000 shares of GRAS Series B Preferred Stock issued and outstanding;

(iv) a total of 1,000 shares of GRAS Series E Preferred Stock issued and outstanding and

(v) a total of 1,000 shares of GRAS Series F Preferred Stock issued and outstanding

(c) Upon issuance of the Exchange Shares, the Exchange Shares shall be validly authorized, legally issued, fully paid, and non-assessable and free and clear of any Liens, and except as set forth in the GRAS Organizational Documents, none of the Exchange Shares is subject to pre-emptive or similar rights, and no Person has any pre-emptive rights or similar rights to purchase or receive any of the Exchange Shares other than pursuant to or as set forth in this Agreement.

(d) There is no voting trust, agreement or arrangement among any of the beneficial holders of GRAS Stock affecting the nomination or election of directors or the exercise of the voting rights of GRAS Stock.

(e) The offer, issuance and sale of such shares of GRAS Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities Laws and (c) accomplished in conformity with all other applicable securities Laws. None of such shares of GRAS Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” Law.

Section 4.06 Options or Warrants. Other than as disclosed, there are no options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by GRAS relating to the issued or unissued capital stock of GRAS (including, without limitation, rights the value of which is determined with reference to the capital stock or other securities of GRAS) or obligating GRAS to issue or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, GRAS. There are no outstanding contractual obligations of GRAS to repurchase, redeem or otherwise acquire any shares of GRAS Common Stock of GRAS or to pay any dividend or make any other distribution in respect thereof or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any person.

Section 4.07 Subsidiaries and Predecessor Corporations. GRAS does not have any subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.

Section 4.08 Books and Records. The books and records, financial and otherwise, of GRAS are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices.

Section 4.09 Financial Statements.

(a) GRAS has delivered to NGEN the (i) consolidated balance sheet (the “GRAS Balance Sheet”) as of December 31, 2016 (the “GRAS Balance Sheet Date”) and (ii) consolidated statements of operations and consolidated statement of stockholders’ deficit for the year ended December 31, 2016 (collectively, the “GRAS Financial Statements”).

(b) The GRAS Financial Statements (a) are in accordance with the books and records of GRAS, and (b) present fairly in all material respects the financial condition of GRAS at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified.

Section 4.10 Undisclosed Liabilities. Except as disclosed on the GRAS Schedules, GRAS has no liabilities that would be required to be disclosed on the GRAS Balance Sheet under GAAP, except for such liabilities: (i) disclosed, reflected or reserved against in the GRAS Balance Sheet; (ii) those which have been incurred in the ordinary course of business since the GRAS Balance Sheet Date; (iii) incurred in connection with the transactions contemplated by this Agreement or any other agreements and other documents delivered in connection herewith; and (iv) those which do not individually exceed $5,000 or in the aggregate exceed $25,000.

Section 4.11 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the GRAS Parties after reasonable investigation, threatened by or against the GRAS Parties or affecting the GRAS Parties or their respective properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind except as disclosed in GRAS Schedules. The GRAS Parties have no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default.

Section 4.12 Contracts.

(a) All GRAS Material Contracts to which GRAS is a party or by which it or any of its assets, products, technology, or properties are bound other than those incurred in the ordinary course of business are set forth on the GRAS Schedules.

(b) To the All GRAS Material Contracts to which GRAS is a party or by which its properties are bound and which are material to the operations of GRAS taken as a whole are valid and enforceable by GRAS in all respects, except as limited by the Enforceability Exceptions.

Section 4.13 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, GRAS Material Contract or other material agreement or instrument to which either of the GRAS Parties are a party or to which any of its assets, properties or operations are subject.

Section 4.14 Compliance With Laws and Regulations. To the best of its knowledge, each GRAS Party has complied with all applicable statutes and regulations of any provincial, federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of GRAS or except to the extent that noncompliance would not result in the occurrence of any material liability for GRAS.

Section 4.15 Taxes. GRAS has duly and punctually paid all governmental fees and taxes which it has become liable to pay and has duly allowed for all taxes reasonably foreseeable and is under no liability to pay any penalty or interest in connection with any claim for governmental fees or taxes and GRAS has made any and all proper declarations and returns for tax purposes and all information contained in such declarations and returns is true and complete.

Section 4.16 Tax Returns and Audits. All required federal, state and local Tax Returns of GRAS have been accurately prepared in all material respects and duly and timely filed, and all federal, provincial and local Taxes required to be paid with respect to the periods covered by such returns have been paid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a Material Adverse Effect on GRAS. GRAS is not and has not been delinquent in the payment of any Tax. GRAS has not had a Tax deficiency assessed against it and has not executed a waiver of any statute of limitations or the assessment or collection of any Tax. None of GRAS’s federal income, provincial and local income and franchise tax returns has been audited by any Authority. The reserves for Taxes reflected on the GRAS Financial Statements are and will be sufficient for the payment of all unpaid Taxes payable by GRAS. GRAS has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. GRAS (i) is not a party to, nor is it bound by or obligated under, any tax sharing agreements, and (ii) does not have any potential liability or obligation to any Person as a result of, or pursuant to, any such tax sharing agreements. GRAS has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Section 4.17 Employee Benefit Plans; ERISA. There are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by GRAS, whether written or unwritten and whether or not funded.

Section 4.18 Conflict of Interest. Except as a holder of GRAS Stock, to the knowledge of the GRAS Parties, no Person affiliated with GRAS has or will have any claims or rights with respect to any direct or indirect interest in any tangible or intangible property used in the business or operations of GRAS.

Section 4.19 Bank Accounts. GRAS has provided NGEN with an accurate and complete list of the names and locations of each bank or other financial institution at which GRAS has either an account (in which case account numbers have been provided) or safe deposit box, and the names of all Persons authorized to draw thereon or who have access thereto, respectively, and the names of all Persons, if any, now holding powers of attorney or comparable delegation of authority from GRAS and a summary statement thereof.

Section 4.20 Officer, Director and Promoter’s Information. During the past five (5) years, neither GRAS nor, to the knowledge of the GRAS Parties, any of its respective officers or directors, has been the subject of:

(a) a bankruptcy petition filed by or against any business of which GRAS or such other person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(b) a conviction in a criminal proceeding or a pending criminal proceeding (excluding traffic violations and other minor offenses);

(c) any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting GRAS or any such other person from involvement in any type of business, securities or banking activities; or

(d) a finding by a court of competent jurisdiction (in a civil action), the SEC, or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities Law, and the judgment has not been reversed, suspended, or vacated.

Section 4.21 Limited Representations and Warranties. Except for the representations and warranties expressly set forth in this Article IV (as modified by the GRAS Schedules) and the other agreements and documents delivered in connection herewith, neither GRAS any of its Affiliates or any Person acting on behalf of any of the foregoing makes or has made any other express or implied representation or warranty to the NGEN Parties as to the accuracy or completeness of any information regarding GRAS, the GRAS Stock, the transactions contemplated hereby or any other matter, and GRAS disclaims and the NGEN Parties shall not be entitled to rely upon any other representations or warranties, whether made by on behalf of GRAS or any of its respective Affiliates or any Person acting on behalf of the foregoing.

Article V. ADDITIONAL COVENANTS OF THE PARTIES

Section 5.01 Blank

Section 5.02 Blank

Article VI. INDEMNIFICATION

Section 6.01 Indemnification of GRAS.

(a) NGEN hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable Law GRAS, each of its Affiliates and each of its and their respective members, managers, directors, officers, employees, stockholders, attorneys and agents and permitted assignees (each a “GRAS Indemnified Party”), against and in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by any GRAS Indemnified Party as a result of or in connection with any (i) breach or inaccuracy, or the alleged breach or inaccuracy, of any of the representations and warranties regarding NGEN contained in Article II herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto, or (ii) nonfulfillment, or the alleged nonfulfillment, of any of the covenants to be performed by NGEN under this Agreement or in any of the additional agreements or any certificate or other writing delivered pursuant hereto.

(b) Each of the NGEN Shareholders hereby agrees to, severally and not jointly, indemnify and hold harmless to the fullest extent permitted by applicable Law each GRAS Indemnified Party, against and in respect of any and all Losses incurred or sustained by any GRAS Indemnified Party as a result of or in connection with any (i) breach or inaccuracy, or the alleged breach or inaccuracy of any of the representations and warranties regarding such NGEN Shareholder contained in Article III herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto, or (ii) nonfulfillment, or the alleged nonfulfillment, of any of the covenants to be performed by such NGEN Shareholder under this Agreement or in any of the additional agreements or any certificate or other writing delivered pursuant hereto.

Section 6.02 Indemnification of NGEN and NGEN Shareholders. Each of the GRAS Parties hereby agrees to, jointly and severally, indemnify and hold harmless to the fullest extent permitted by applicable Law the NGEN Shareholders, NGEN and each of its officers, directors, employees, stockholders, attorneys and agents and permitted assignees (each a “NGEN Indemnified Party”), against and in respect of any and all Losses incurred or sustained by any NGEN Indemnified Party as a result of or in connection with any (i) breach or inaccuracy, or the alleged breach or inaccuracy, of any of the representations and warranties of either of the GRAS Parties contained in Section 1.03(e) or Article IV herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto, or (ii) nonfulfillment, or the alleged nonfulfillment, of any of the covenants to be performed by either of the GRAS Parties under this Agreement or in any of the additional agreements or any certificate or other writing delivered pursuant hereto.

Section 6.03 Expiration and Time Limit.

(a) The obligations of NGEN under Section 6.01(a) with respect to any breaches of the representations and warranties shall expire immediately after consummation of the Closing, except with respect to any breaches of the representations and warranties regarding NGEN in Section 2.05 or Section 8.01, which, in each case, shall survive the Closing for a period of two (2) years from the Closing Date and any indemnification claim asserted in accordance with the provisions of this Section 6.03(a) which remains unresolved as of such time shall survive and continue until such claim is resolved and paid, if applicable.

(b) The obligations of each NGEN Shareholder under Section 6.01(b) with respect to any breaches of the representations and warranties regarding such NGEN Shareholder shall expire immediately after consummation of the Closing, except with respect to any breaches of the representations and warranties regarding such NGEN Shareholder in Section 3.04 or Section 8.01, which, in each case, shall survive the Closing for a period of two (2) years from the Closing Date and any indemnification claim asserted in accordance with the provisions of this Section 6.03(b) which remains unresolved as of such time shall survive and continue until such claim is resolved and paid, if applicable.

(c) The obligations of the GRAS Parties under Section 6.02 with respect to any breaches of the representations and warranties shall expire immediately after consummation of the Closing, except with respect to any breaches of the representations and warranties regarding GRAS in Section 4.05(a), Section 4.05(b), Section 4.05(c), Section 4.15, Section 4.16 and Section 8.01 all of which shall survive the Closing for a period of two (2) years from the Closing Date.

Section 6.04 Procedure. The following shall apply with respect to all claims by any NGEN Indemnified Party or GRAS Indemnified Party for indemnification:

(a) An indemnified Party shall give the indemnifying Party prompt notice (an “Indemnification Notice”) of any third-party Action with respect to which such indemnified Party seeks indemnification pursuant to Section 6.01 or Section 6.02 (a “Third-Party Claim”), which shall describe in reasonable detail the Loss that has been or may be suffered by the indemnified Party. The failure to give the Indemnification Notice shall not impair any of the rights or benefits of such indemnified Party under Section 6.01 or Section 6.02, except to the extent such failure materially and adversely affects the ability of the indemnifying Party to defend such claim or increases the amount of such liability.

(b) In the case of any Third-Party Claims as to which indemnification is sought by any indemnified Party, such indemnified Party shall be entitled, at the sole expense and liability of the indemnifying Party, to exercise full control of the defense, compromise or settlement of any Third-Party Claim unless the indemnifying Party, within a reasonable time after the giving of an Indemnification Notice by the indemnified Party (but in any event within ten (10) days thereafter), shall (i) deliver a written confirmation to such indemnified Party that the indemnification provisions of Section 6.01 or Section 6.02 are applicable to such Action and the indemnifying Party will indemnify such indemnified Party in respect of such Action pursuant to the terms of this Article VI and, notwithstanding anything to the contrary, shall do so without asserting any challenge, defense, limitation on the indemnifying Party’s liability for Losses, counterclaim or offset, (ii) notify such indemnified Party in writing of the intention of the indemnifying Party to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to such indemnified Party to conduct the defense of such Third-Party Claim.

(c) If the indemnifying Party assumes the defense of any such Third-Party Claim pursuant to Section 6.04(b), then the indemnified Party shall cooperate with the indemnifying Party in any manner reasonably requested in connection with the defense, and the indemnified Party shall have the right to be kept fully informed by the indemnifying Party and their legal counsel with respect to the status of any legal proceedings, to the extent not inconsistent with the preservation of attorney-client or work product privilege. If the indemnifying Party so assumes the defense of any such Third-Party Claim, the indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel employed by the indemnified Party shall be at the expense of such indemnified Party unless (i) the indemnifying Party has agreed to pay such fees and expenses, or (ii) the named parties to any such Third-Party Claim (including any impleaded parties) include an indemnified Party and the indemnifying Party and the indemnified Party shall have been advised by its counsel that there may be a conflict of interest between such indemnified Party and the indemnifying Party in the conduct of the defense thereof, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying Party.

(d) If the indemnifying Party elects to assume the defense of any Third-Party Claim pursuant to Section 6.04(b), the indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the indemnifying Party withdraws from or fails to vigorously prosecute the defense of such asserted liability, or unless a judgment is entered against the indemnified Party for such liability. If the indemnifying Party does not elect to defend, or if, after commencing or undertaking any such defense, the indemnifying Party fails to adequately prosecute or withdraw such defense, the indemnified Party shall have the right to undertake the defense or settlement thereof, at the indemnifying Party’s expense. Notwithstanding anything to the contrary, the indemnifying Party shall not be entitled to control, but may participate in, and the indemnified Party (at the expense of the indemnifying Parties) shall be entitled to have sole control over, the defense or settlement of (x) that part of any Third Party Claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the indemnified Party, or (ii) to the extent such Third Party Claim involves criminal allegations against the indemnified Party or (y) the entire Third Party Claim if such Third Party Claim would impose liability on the part of the indemnified Party. In the event the indemnified Party retains control of the Third-Party Claim, the indemnified Party will not settle the subject claim without the prior written consent of the indemnifying Party, which consent will not be unreasonably withheld or delayed.

(e) If the indemnified Party undertakes the defense of any such Third-Party Claim pursuant to Section 6.04(b) and proposes to settle the same prior to a final judgment thereon or to forgo appeal with respect thereto, then the indemnified Party shall give the indemnifying Party prompt written notice thereof and the indemnifying Party shall have the right to participate in the settlement, assume or reassume the defense thereof or prosecute such appeal, in each case at the indemnifying Party’s expense. The indemnifying Party shall not, without the prior written consent of such indemnified Party settle or compromise or consent to entry of any judgment with respect to any such Third-Party Claim (i) in which any relief other than the payment of money damages is or may be sought against such indemnified Party, (ii) in which such Third Party Claim could be reasonably expected to impose or create a monetary liability on the part of the indemnified Party (such as an increase in the indemnified Party’s income Tax) other than the monetary claim of the third party in such Third-Party Claim being paid pursuant to such settlement or judgment, or (iii) which does not include as an unconditional term thereof the giving by the claimant, person conducting such investigation or initiating such hearing, plaintiff or petitioner to such indemnified Party of a release from all liability with respect to such Third-Party Claim and all other Actions (known or unknown) arising or which might arise out of the same facts.

Section 6.05 Periodic Payments. Any indemnification required by this Article VI for costs, disbursements or expenses of any indemnified Party in connection with investigating, preparing to defend or defending any Action shall be made by periodic payments by the indemnifying Party to each indemnified Party during the course of the investigation or defense, as and when bills are received or costs, disbursements or expenses are incurred.

Section 6.06 Insurance. Any indemnification payments hereunder shall take into account any insurance proceeds or other third-party reimbursement actually received.

Article VII. DISPUTE RESOLUTION

Section 7.01 Arbitration.

(a) The Parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) other than Section 8.05 or Section 8.06 or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise).

(b) If the Parties cannot agree upon the Arbitrator within ten (10) Business Days of the commencement of the efforts to so agree on an Arbitrator, each of the Parties shall select one arbitrator and the two arbitrators so selected shall select the Arbitrator.

(c) The laws of the State of Florida shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement and any agreement contemplated hereby shall be governed by the laws of the State of Florida applicable to a contract negotiated, signed, and wholly to be performed in the State of Florida, which laws the Arbitrator shall apply in rendering his or her decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he or she shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages.

(d) If brought or initiated by any of the NGEN Parties, the arbitration shall be held in Texas. If brought or initiated by any of the GRAS Parties, the arbitration shall be held in Nevada. The arbitration shall be held in accordance with and under the then-current provisions of the rules of the American Arbitration Association, except as otherwise provided herein

(e) On application to the Arbitrator, any Party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the period referred to in Section 7.01(c).

(f) The Arbitrator may, at his or her discretion and at the expense of the Party who will bear the cost of the arbitration, employ experts to assist him or her in his or her determinations.

(g) The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief, as applicable (including actual attorneys’ fees and costs), shall be borne by the unsuccessful Party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of the Arbitrator shall be final and binding upon the Parties and not subject to appeal.

(h) Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The Parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in Palm Beach County, Florida and Fulton County, Georgia to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Arbitration. The Parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the Parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the Parties) shall have been absent from such arbitration for any reason, including that such Party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding.

Section 7.02 Waiver of Jury Trial; Exemplary Damages.

(a) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED, INCLUDING THE COMMITMENT LETTER, THE FEE LETTER, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7.02(a).

(b) Each of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

Article VIII. MISCELLANEOUS

Section 8.01 Brokers. GRAS and NGEN Parties agree that there were no finders or brokers involved in bringing the Parties together or who were instrumental in the negotiation, execution or consummation of this Agreement. GRAS and the NGEN Parties each agree to indemnify the other against any claim by any third person other than those described above for any commission, brokerage, or finder’s fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying Party and such third person, whether express or implied from the actions of the indemnifying Party.

Section 8.02 Governing Law. This Agreement shall be governed by, enforced, and construed under and in accordance with the Laws of the State of Florida, without giving effect to the principles of conflicts of law thereunder. Each of the Parties hereby irrevocably consents and agrees that (a) any legal or equitable action or proceedings arising under or in connection with this Agreement initiated or brought by any of the NGEN Parties shall be brought exclusively in the state or federal courts of the United States with jurisdiction in Palm Beach County, Florida, and (b) any legal or equitable action or proceedings arising under or in connection with this Agreement initiated or brought by any of the GRAS Parties shall be brought exclusively in the state or federal courts of the United States with jurisdiction in Fulton County, Georgia. By execution and delivery of this Agreement, each Party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid courts, and irrevocably waives any and all rights such Party may now or hereafter have to object to such jurisdiction.

Section 8.03 Notices.

(a) Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by email with return receipt requested and received, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

If to GRAS:

Greenfield Farms Food, Inc.

Attn: Edwin Carter

12019 Humboldt Dr

Charlotte, NC 28277

Email: efc@ngen-tech.com

If to NGEN:

NgenTechnologiesUSA Corp

5430 LBJ Freeway Suite 1200

Dallas, TX 75240

Attn: Clifford Rhee

Email: cliff.rhee@ngen-tech.com

Any Party may change its address for notices hereunder upon notice to each other Party in the manner for giving notices hereunder.

Section 8.04 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 8.05 Confidentiality. Each Party agrees that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another Party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other Party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by Law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event of the termination of this Agreement, each Party shall return to the applicable other Party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each Party will continue to comply with the confidentiality provisions set forth herein.

Section 8.06 Public Announcements and Filings. Unless required by applicable Law or regulatory authority, none of the Parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the Parties. Copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by Law or regulatory authorities, shall be delivered to each Party at least one (1) business day prior to the release thereof.

Section 8.07 Schedules; Knowledge. Each Party is presumed to have full knowledge of all information set forth in the other Party’s schedules delivered pursuant to this Agreement.

Section 8.08 Third Party Beneficiaries. This contract is strictly between GRAS, NGEN and NGEN Shareholders and, with no other Person and no director, officer, stockholder (other than the NGEN Shareholders), employee, agent, independent contractor or any other Person shall be deemed to be a third-party beneficiary of this Agreement.

Section 8.09 Expenses. Subject to Section 8.04, whether or not the Exchange is consummated, each of GRAS and NGEN will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other transactions contemplated hereby.

Section 8.10 Entire Agreement; Definitions; Interpretation. This Agreement represents the entire agreement between the Parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter. Defined terms used herein without definition shall have the meaning given in Exhibit B. Unless the express context otherwise requires:

(a) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

(c) the terms “Dollars” and “$” mean United States Dollars;

(d) references herein to a specific Section, Subsection, Recital, Schedule or Exhibit shall refer, respectively, to Sections, Subsections, Recitals, Schedules or Exhibits of this Agreement;

(e) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

(f) references herein to any gender shall include each other gender;

(g) references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 8.10 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement;

(h) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;

(i) references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof;

(j) with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”;

(k) references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and

(l) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

Section 8.11 Survival; Termination. The covenants of the respective Parties, and the representations and warranties in Section 3.04, Section 4.05(c) and Section 8.01, shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years, and all other representations and warranties shall not survive the Closing Date.

Section 8.12 Amendment; Waiver; Remedies; Agent.

(a) At any time prior to the Closing Date, this Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by all of the Parties hereto.

(b) Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.

(c) Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the Party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.

(d) Notwithstanding anything else contained herein, no Party shall seek, nor shall any Party be liable for, consequential, punitive or exemplary damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.

Section 8.13 NGEN Shareholders Appointment of Attorneys in Fact.

(a) Each NGEN Shareholder hereby appoints, authorizes, empowers, makes, and designates each of the Chief Executive Officer and Chief Financial Officer of NGEN (each, an “Agent”) as his, her or its agent and attorney in fact with power of attorney (with full power of substitution), to be exercised by either Agent, acting singly or jointly, at any time upon and after the execution and delivery of this Agreement by such NGEN Shareholder: (i) to negotiate, sign, date, and/or deliver any and all other agreements, certificates, instruments or other documents as may be required or necessary to consummate the Exchange pursuant to the terms of this Agreement (the “Additional Exchange Documents”) for and in the name and on behalf of such NGEN Shareholder; and (ii) to conduct or perform any and all other activities or actions which may be deemed necessary or desirable by Agent or as reasonably requested by GRAS to consummate the Exchange in accordance with the terms hereof, provided, however, that such power of attorney does not grant, nor shall it be deemed to grant, the right to change any of the terms of the Exchange.

(b) Each Additional Exchange Document negotiated, signed, dated, and/or delivered by an Agent as agent and attorney in fact for such NGEN Shareholder in accordance with the terms of the power of attorney granted in this Section 8.13 shall be legally binding upon and enforceable against such NGEN Shareholder in accordance with its terms, and each other activity or action taken by the Agent pursuant to the power of attorney granted in this Section 8.13 shall be legally binding upon and enforceable against such NGEN Shareholder.

(c) The power of attorney granted in this Section 8.13 and the agency created hereby may be revoked and terminated as to a NGEN Shareholder at any time by a writing signed by such NGEN Shareholder which expressly revokes and terminates the power of attorney and agency granted in this Section 8.13 in compliance with applicable Law, provided that any actions taken prior to such revocation shall be unaffected by such revocation and all such action shall be and remain in full force and effect.

(d) Each Agent and his or her estate, heirs, beneficiaries, successors, assigns, attorneys, and personal representatives (collectively, the “Agent Parties”) are hereby released and forever discharged by each NGEN Shareholder and his, her, or its estate, heirs, beneficiaries, successors, assigns, and personal representatives, as applicable, from any and all liability and from any and all claims or demands of all kinds arising out of the acts or omissions of such Agent pursuant to the power of attorney granted in this Section 8.13, except for willful misconduct or gross negligence. No bond shall be required of an Agent, and each NGEN Shareholder shall indemnify the Agent Parties with respect to any and all damages, losses, and expenses incurred or suffered by an Agent in his capacity as Agent, other than for such Agent’s willful misconduct or gross negligence.

Section 8.14 Arm’ s Length Bargaining; No Presumption Against Drafter This Agreement has been negotiated at arm’s-length by parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the Parties, and no such relationship otherwise exists. No presumption in favor of or against any Party in the construction or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.

Section 8.15 Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the Parties.

Section 8.16 Exhibits and Schedules. Any matter, information or item disclosed in the Schedules delivered under any specific representation, warranty or covenant or Schedule number hereof, shall be deemed to have been disclosed for all purposes of this Agreement in response to every representation, warranty or covenant in this Agreement where its application is reasonably apparent on the face of the disclosure, even in the absence of an explicit cross reference. The inclusion of any matter, information or item in any Schedule to this Agreement shall not be deemed to constitute an admission of any liability by GRAS to any third party or otherwise imply, that any such matter, information or item is material or creates a measure for materiality for the purposes of this Agreement.

Section 8.17 No Assignment or Delegation. No Party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of the all of the other Parties and any purported assignment or delegation without such consent shall be void, in addition to constituting a material breach of this Agreement. This Agreement shall be binding on the permitted successors and assigns of the Parties.

Section 8.18 Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, each NGEN Party and GRAS shall use their respective commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable, and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.

Section 8.19 Further Assurances. Each Party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such Party’s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement.

Section 8.20 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (a) the other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 8.21 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. The execution and delivery of a facsimile or other electronic transmission of a signature to this Agreement shall constitute delivery of an executed original and shall be binding upon the person whose signature appears on the transmitted copy.

[Signatures Appear on Following Page]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first-above written.

Greenfield Farms Food, Inc.

Ngen Technologies USA Corp

Edward F Carter, Director

Clifford M Rhee, President

Individually

Edward F Carter,

Edward F Carter

Clifford M Rhee

(Signature Page to Share Exchange Agreement)

EXHIBIT A

NGEN Shareholders’ NGEN Shares and Exchange Shares

NGEN Shareholder	NGEN Common Stock Owned	GRAS Series E Preferred Stock to be Received
Clifford M. Rhee	4,950,000	495
Edward F. Carter	4,950,000	495
PZ Family Holdings	100,000	10

EXHIBIT B

Defined Terms

The following terms, as used herein, have the following meanings

(a) “Action” means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes or otherwise.

(b) “Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

(c) “Authority” means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator, or any public, private or industry regulatory authority, whether international, national, Federal, state, or local.

(d) “Business Day” means any day that is not a Saturday, Sunday or other day on which banking institutions in Florida are authorized or required by law or executive order to close.

(e) “Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.” Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 10% or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner ) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

(f) “Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

(g) “Enforceability Exceptions” means applicable bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

(h) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(j) “Law” means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.

(k) “Lien” means any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing.

(l) “Material Adverse Effect” or “Material Adverse Change” means a material and adverse change or a material and adverse effect, individually or in the aggregate, on the condition (financial or otherwise), net worth, management, earnings, cash flows, business, operations or properties of a Party taken as a whole, whether or not arising from transactions in the ordinary course of business.

(m) “Order” means any decree, order, judgment, writ, award, injunction, rule or consent of or by an Authority.

(n) “Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

(o) “SEC” means the United States Securities and Exchange Commission. (p) “Securities Act” means the Securities Act of 1933, as amended.

(q) “Tax Return” means any return, information return, declaration, claim for refund or credit, report or any similar statement, and any amendment thereto, including any attached schedule and supporting information, whether on a separate, consolidated, combined, unitary or other basis, that is filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection or payment of a Tax or the administration of any Law relating to any Tax.

(r) “Tax(es)” means any federal, state, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature imposed by any Taxing Authority (including any income (net or gross), gross receipts, profits, windfall profit, sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording, minimum, alternative minimum, environmental or estimated tax), including any liability therefor as a transferee (including under Section 6901 of the Code or similar provision of applicable Law) or successor, as a result of Treasury Regulation Section 1.1502-6 or similar provision of applicable Law or as a result of any Tax sharing, indemnification or similar agreement, together with any interest, penalty, additions to tax or additional amount imposed with respect thereto.

(s) “Taxing Authority” means the Internal Revenue Service and any other Authority responsible for the collection, assessment or imposition of any Tax or the administration of any Law relating to any Tax.

(t) “NGEN Material Contract” means any contract, agreement, franchise, license agreement, debt instrument or other commitment to which NGEN is a party or by which it or any of its assets, products, technology, or properties are bound and which (i) will remain in effect for more than six (6) months after the date of this Agreement or (ii) involves aggregate obligations of at least ten thousand dollars ($10,000).

(u) “GRAS Material Contract” means any contract, agreement, franchise, license agreement, debt instrument or other commitment to which GRAS is a party or by which it or any of its assets, products, technology, or properties are bound and which (i) will remain in effect for more than six (6) months after the date of this Agreement or (ii) involves aggregate obligations of at least ten thousand dollars ($10,000).

EXHIBIT C

Form of Counterpart Signature Page for

NGEN Shareholders

(see attached)

COUNTERPART SIGNATURE PAGE TO

SHARE EXCHANGE AGREEMENT

The undersigned, desiring to become a party as a NGEN Shareholder to that certain Share Exchange Agreement (together with the Exhibits, Schedules and attachments thereto, the “Share Exchange Agreement”) dated as of June 26, 2019, by and among (i) NGEN Technologies USA Corp. a Texas corporation (“GRAS”), (ii) Greenfield Farms Food, Inc., a Nevada corporation (“GRAS”), (iii) Clifford Rhee, the holder, directly or indirectly, of a majority of the issued and outstanding capital stock of GRAS and (iv) and each of the NGEN Shareholders (as defined in the Share Exchange Agreement), hereby acknowledges receipt of, and the opportunity to review, the Share Exchange Agreement and agrees to be bound by all of the provisions thereof as a party thereto as a NGEN Shareholder, and, by executing this Counterpart Signature Page to Share Exchange Agreement, hereby accepts, adopts and agrees to all terms, conditions and representations set forth in the Share Exchange Agreement and hereby authorizes this Counterpart Signature Page to Share Exchange Agreement to be attached to and become part of the Share Exchange Agreement.

Executed as of this 26th day of June, 2019.

SHAREHOLDER: Clifford M. Rhee

Class: Common Stock

Number of Shares of NGEN: 4,950,000 shares

Address for Notices:

________________________________

Email:

Signature if Shareholder is an Individual or Shares are Held Jointly:

Signature: ______________________________________________

Name: _________________________________________________

Tax ID #: ______________

_________________________________________________________________________

Signature if Shareholder is a Corporation, Partnership, Trust or Other Entity:

Name of Shareholder: _____________________________________

Signature: ______________________________________________

Name: _________________________________________________

Title or Representative

Capacity, if applicable: ____________________________________

Tax ID #: ___________________

COUNTERPART SIGNATURE PAGE TO

SHARE EXCHANGE AGREEMENT

Executed as of this 26th day of June, 2019.

SHAREHOLDER: Edward F Carter

Class: Common Stock

Number of Shares of NGEN: 4,950,000 shares

Address for Notices:

________________________________

Email:

Signature if Shareholder is an Individual or Shares are Held Jointly:

Signature: ______________________________________________

Name: _________________________________________________

Tax ID #: ______________

_________________________________________________________________

Signature if Shareholder is a Corporation, Partnership, Trust or Other Entity:

Name of Shareholder: _____________________________________

Signature: ______________________________________________

Name: _________________________________________________

Title or Representative

Capacity, if applicable: ____________________________________

Tax ID #: ________________________

COUNTERPART SIGNATURE PAGE TO

SHARE EXCHANGE AGREEMENT

Executed as of this 26th day of June, 2019.

SHAREHOLDER: PZ Family Holdings

Class: Common Stock

Number of Shares of NGEN: 100,000 shares

Address for Notices:

________________________________

Email:

Signature if Shareholder is an Individual or Shares are Held Jointly:

Signature: ______________________________________________

Name: _________________________________________________

Tax ID #: ______________

Signature if Shareholder is a Corporation, Partnership, Trust or Other Entity:

Name of Shareholder: _____________________________________

Signature: ______________________________________________

Name: _________________________________________________

Title or Representative

Capacity, if applicable: ____________________________________

Tax ID #: ____________________________

EX-10.1 3 gras_ex101.htm SECURITIES PURCHASE AGREEMENT gras_ex101.htm

EXHIBIT 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 28^th, 2019, by and between GREENFIELD FARMS FOOD, INC., a NEVADA, with headquarters located 118 West 5^th Street Covington, KY 41011 (the “Company”), and CAREBOURN, LLC., a Nevada Limited Liability Corporation (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a 12% convertible note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of US$1,436,128.28 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), that may be convertible into shares of common stock, par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note. This Agreement, the Note, the Securities Purchase Agreement, Subsidiary Pledge Agreement, Control Share Pledge Agreements, Officer’s Certificate, Board Resolution, Disbursement Memorandum, and such other agreements entered into between the Company and Buyer in connection with the sale of the Note are collectively referred to hereinafter as the “Transaction Documents”.

C. The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1. PURCHASE AND SALE OF NOTE.

a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Sections 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be 4:30 P.M., Eastern Standard Time on or about June 28^th, 2019, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents and warrants to the Company that:

a. Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and any potential shares of Common Stock issuable upon conversion of or otherwise issuable by the Company pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account of interest on the Note or (ii) as a result of the events described in Article I of the Note, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

c. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

d. Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors and which are available to the public. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company’s representations and warranties made herein.

e. Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

f. Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).

g. Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is affected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.02 of the Note.

h. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

i. Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Buyer that:

a. Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. Schedule 3(a) sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

c. Capitalization. As of the date hereof, the authorized capital stock of the Company consists of: (i) {AUTHORIZED SHARES} shares of Common Stock, {PAR VALUE OF COMMON STOCK} par value per share, of which {ISSUED AND OUTSTANDING} shares are issued and outstanding; and (ii) {AUTHORIZED PREFERRED} shares of preferred stock, {PAR VALUE OF COMMON STOCK} par value per share, of which {PREFERRED OUTSTANDING} shares are issued and outstanding; Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and {SHARES RESERVED FOR COMPANY} shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

(b) Immediately following Closing there will be:

d. Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance pursuant to the terms of the Note and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

e. Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock if the issuance of the Conversion Shares upon conversion of the Note occurs. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

f. No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement, the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the Note. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the OTC Markets Group Inc. (the “OTC Markets”) or any similar quotation system, and does not reasonably anticipate that the Common Stock will be delisted by the OTC Markets or any similar quotation system, in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

g. SEC Documents; Financial Statements. The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). The Company has delivered to the Buyer true and complete copies of the SEC Documents or they have been publicly available, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to November 14, 2012, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act. For the avoidance of doubt, filing of the documents required in this Section 3(g) via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) shall satisfy all delivery requirements of this Section 3(g).

h. Absence of Certain Changes. Since July 31^st. 2018, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

i. Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

j. Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); Except as disclosed in the SEC Documents, there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

k. No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

l. Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing authority.

m. Certain Transactions. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options disclosed on Schedule 3(c), none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

n. Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into an effective registration statement filed by the Company under the 1933 Act).

o. Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

p. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

q. No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby, with the exception of the fees identified in the Placement Agent Agreement entered into by the Company with Moody Capital Solutions, Inc.

r. Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

s. Environmental Matters.

(i) There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(ii) Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any of its Subsidiaries’ business.

(iii) There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are not in compliance with applicable law.

t. Title to Property. Except as disclosed in the SEC Documents the Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

u. Internal Accounting Controls. Except as disclosed in the SEC Documents, the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

v. Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

w. Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year. For the avoidance of doubt any disclosure of the Borrower’s ability to continue as a “going concern” shall not, by itself, be a violation of this Section 3(w).

x. No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

y. Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default as that term is defined in the Note.

4. COVENANTS.

a. Best Efforts. The parties shall use their commercially reasonable best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.

b. Form D; Blue Sky Laws. If required under applicable law, the Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.

c. Use of Proceeds. The Company shall use the proceeds from the sale of the Note for working capital and other general corporate purposes and shall not, directly or indirectly, use such proceeds for any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection with its currently existing direct or indirect Subsidiaries or pending merging partner(s)).

d. Right of First Offer. For amounts less than the current Principal Balance owed to Buyer by the Company, the Company shall have first delivered to the Buyer, within the earlier of i) at least seventy two (72) hours following the Company’s decision to initiate a Future Offering or ii) within seventy two (72) hours of the Company’s receipt of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Offer”) (and subject to the exceptions described below), the Company will not conduct any bridge debt financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Offer shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Offer also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

e. Expenses. At the Closing, the Company shall reimburse Buyer in an amount not to exceed $100,195 for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. The Company’s obligation to reimburse Buyer’s expenses with respect to this transaction shall be limited to the above identified $100,195.00, which such amount shall be withheld from the proceeds paid to the Company upon the closing of this transaction.

f. Financial Information. The Company agrees to send or make available the following reports to the Buyer until the Buyer transfers, assigns, or sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy of its Annual Report on Form 10-K its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within one (1) day after release, copies of all press releases issued by the Company or any of its Subsidiaries; and (iii) contemporaneously with the making available or giving to the shareholders of the Company, copies of any notices or other information the Company makes available or gives to such shareholders. For the avoidance of doubt, filing the documents required in (i) above via EDGAR or releasing any documents set forth in (ii) above via a recognized wire service shall satisfy the delivery requirements of this Section 4(f).

g. Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTC Markets or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq SmallCap”), the New York Stock Exchange (“NYSE”), or the NYSE MKT and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any material notices it receives from the OTC Markets and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

h. Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTC Markets, Nasdaq, Nasdaq, SmallCap, NYSE or AMEX, or any applicable trading exchange.

i. No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

j. Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

k. Trading Activities. Neither the Buyer nor its affiliates has an open short position (or other hedging or similar transactions) in the common stock of the Company and the Buyer agree that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

l. SEC Filings. Upon the execution of this Agreement and thereafter on each conversion of the Note in whole or in part, the Company shall file a Form 8-K (or any successor form) under Item 3.02 with the Securities and Exchange Commission, if and as required by the 1934 Act, to disclose the execution of this Note or any conversion hereof, as applicable, in each case within the time frame required by the 1934 Act.

m. OTC Markets. Upon each conversion of the Note in whole or in part, Company shall ensure that, as of the date of such conversion, the outstanding shares of Common Stock of Borrower as reported on the OTC Markets is current and up to date as of such date of conversion.

n. Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.03 of the Note.

5. Transfer Agent Instructions. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company, at the cost of the Buyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

6. CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

7. CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE. The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer a duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above.

c. The Company shall have delivered to the Buyer a Pledge Agreement pledging the outstanding common stock and other equity instruments of each Subsidiary “Subsidiary Pledge Agreement” in the form included herein as Exhibit B, pledging the outstanding common stock and other equity instruments of each Subsidiary. The following shareholders of the Company shall have delivered to the Buyer a Pledge Agreement pledging their shares of the Company’s Common Stock (collectively, the “Control Share Pledge Agreements”) in the form included herein as Exhibit C: [____________________].

d. The Buyer shall have received a share reservation agreement signed by the Company and its transfer agent in a form satisfactory to the Buyer and its counsel.

e. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.

f. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

g. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

h. The Conversion Shares shall have been authorized for quotation on the OTC Markets or any similar quotation system and trading in the Common Stock on the OTC Markets or any similar quotation system shall not have been suspended by the SEC or the OTC Markets or any similar quotation system.

i. The Buyer shall have received an officer’s certificate described in Section 7(d) above, dated as of the Closing Date.

8. GOVERNING LAW; MISCELLANEOUS.

a. Governing Law. Except in the case of the Mandatory Forum Selection provisions in Section 8(b) below, which clause shall be governed and interpreted in accordance with Florida law, this Agreement and all other Transaction Documents shall be delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of Minnesota, and for all purposes shall be construed in accordance with the laws of such state, without giving effect to the choice of law provisions of such state.

b. Mandatory Forum Selection. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Minnesota or in the federal courts located in the state of Minnesota. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

c. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission or by e-mail delivery of a “.pdf’ format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf’ signature page was an original thereof.

d. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

e. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

f. Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

g. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Company, to:

GREENFIELD FARMS FOOD, INC.

118 West 5th Street

Covington, KY 41011

Attn: Clifford M. Rhee / Chairman & Interim CFO

Email: cliff.rhee@ngen-tech.com

With an email only to (which copy shall not constitute notice):

[__]

If to the Buyer, to:

CAREBOURN, LLC.

8700 Black Oaks Lane N.

Maple Grove MN 55311

Attn: Chip Rice, Managing Member

Email: info@carebourncapital.com

Each party shall provide notice to the other party of any change in address.

h. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

i. Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

j. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement notwithstanding any investigation by Buyer shall survive the closing hereunder and shall be deemed to be continuing representations and warranties until such time as the Company have fulfilled all of its obligations to Buyer hereunder and under all other Transaction Documents, and Buyer has been indefeasibly paid in full and disposed of any and all Conversion Shares held by Buyer.

k. . The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

l. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

m. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

n. Remedies.

(i) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

(ii) In addition to any other remedy provided herein or in any document executed in connection herewith, Borrower shall pay Holder for all costs, fees and expenses in connection with any litigation, contest, dispute, suit or any other action to enforce any rights of Holder against Borrower in connection herewith, including, but not limited to, costs and expenses and attorneys’ fees, and costs and time charges of counsel to Holder.

o. Publicity. The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, OTC Markets or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, OTC Markets (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon).

p. Role of Counsel. The Company acknowledges its understanding that this Agreement and other agreements entered into in connection with the Agreement were prepared at the request of the Buyer by [Legal & Compliance, LLC], legal counsel for the Buyer and that such law firm or any of its attorneys did not represent the Company in conjunction with this Agreement, the Transaction Documents or any of the related transactions. The Company, as further evidenced by its signature below, acknowledges that is has had the opportunity to obtain the advice of independent counsel of their choosing prior to the execution of this Agreement and that it has availed itself of this opportunity to the extent the Company deemed necessary and advisable. By its signature below, the Company represents and warrants that they it understands the terms and conditions of this Agreement.

[- Signature page follows -]

IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

GREENFIELD FARMS FOOD, INC.

By: __________________________________

Name: CLIFFORD RHEE

Title: CEO

CAREBOURN, LLC.

By: Carebourn Partners, LLC,

a Minnesota limited liability company,

its General Partner

By:___________________________________

Name: Chip Rice

Title: Managing Member

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Note:

US$1,436,128.28

EXHIBIT A

FORM OF CONVERTIBLE PROMISSORY NOTE

EXHIBIT B

FORM OF SUBSIDIARY PLEDGE AGREEMENT

EXHIBIT C

FORM OF CONTROL SHARE PLEDGE AGREEMENT

EX-10.2 4 gras_ex102.htm CONVERTIBLE PROMISSORY NOTE gras_ex102.htm

EXHIBIT 10.2

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTENOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: U.S. $1,436,128.28

Issue Date: June 28^th, 2019

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, Greenfield Farms Food, Inc. a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of CareBourn, LLC, a Nevada limited liability company, or registered assigns (the “Holder”) the sum of U.S. $1,436,128.28 (the “Principal Amount”) together with any interest as set forth herein, on June 28^th, 2020 (the “Maturity Date”), and to pay interest on the unpaid principal balance as set forth herein hereof from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Note Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

In addition, the Borrower shall authorize the Holder, pursuant to a disbursement memorandum dated on or around the Issue Date, to pay U.S. $436,128.28 (the “Transactional Expense Amount”) to the Holder or the Holder’s designee, to cover the Holder’s accounting fees, due diligence fees, monitoring (including but not limited to ACH monitoring costs), and/or other transactional costs incurred in connection with the purchase of the Note, all of which are included in the initial principal balance of this Note. The net amount to be received by the Company shall be U.S. $1,000,000.00, computed as follows: U.S. $1,436,128.28, less the Transactional Expense Amount.

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall apply to this Note:

Article I. PAYMENT TERMS

Section 1.01 Interest Rate. This Note shall bear interest at the rate of 10% per three-month period following the Issue Date. Interest shall commence accruing on the Issue Date and shall be computed on the basis of a 365-day year and the actual number of days elapsed in each three-month period.

Section 1.02 Payments. Subject to the other provisions of this Note, payments on this Note shall be made by the Borrower to the Holder as follows:

(a) On or before September 31, 2019, the Borrower shall pay to Holder the sum of US$143,612.83, which shall represent accrued interest from the Issue Date to September 31, 2019.

(b) On or before December 31, 2019, the Borrower shall pay to Holder the sum of US$143,612.83, which shall represent accrued interest from the September 31, 2019 to December 31, 2019.

(c) On or before March 31, 2020, the Borrower shall pay to Holder the sum of US$143,612.83, which shall represent accrued interest from the December 31, 2019 to March 31, 2020.

(d) On or before June 28, 2020, the Borrower shall pay to Holder (i) the sum of US$143,612.83, which shall represent accrued interest from the March 31, 2019 to June 28, 2020 plus (ii) an amount equal to the Principal Amount.

Section 1.03 Demand Repayment. At any time on or after September 31, 2019, the Holder may demand that the Borrower repay to Holder the Principal Amount plus any accrued and unpaid interest plus any and all other amounts that may be due and payable to the Holder hereunder (collectively, the “Indebtedness”), and, upon such request the Borrower shall repay the Indebtedness to the Holder within 3 days of such request.

Article II. CONVERSION RIGHTS

Section 2.01 Conversion Right. The Holder shall have the right from time to time, and at any time following September 31, 2019 and ending on the full repayment of all Indebtedness, to convert all or any part of the Indebtedness into fully paid and non- assessable shares of common stock, par value $0.001 per share, of the Borrower (the “Common Stock”), or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Indebtedness by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 2.04; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”).

Section 2.02 Conversion Price. The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 58% multiplied by the Market Price (as defined herein) (representing a discount rate of 42%). In the case that shares of the Borrower’s common stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional Ten Percent (10%) discount shall be added to the amount being converted at such time. In the event that the Borrower fails to meet the requirements of Section 4.18, an additional Five percent (5%) discount shall be added to the amount being converted at such time. “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the thirty 30 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the lowest price quoted on the OTC Markets operated by the OTC Markets Group, Inc. or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC Markets is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC Markets, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

Section 2.03 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note. The Borrower is required at all times to have authorized and reserved five times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Notes in effect from time to time) (the “Reserved Amount”). The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note. If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Article IV. However, upon receipt of written notice from the Holder of Borrower’s failure to maintain the Reserved Amount, the Borrower shall have three (3) days to cure any deficiencies in the Reserved Amount.

Section 2.04 Method of Conversion.

(a) Mechanics of Conversion. Subject to Section 2.01, this Note may be converted by the Holder in whole or in part at any time from time to time after One Hundred Eighty Days following the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 2.04(b), surrendering this Note at the principal office of the Borrower.

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c) Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 2.04, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

(e) Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article II, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New York, New York time, on such date.

(f) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section 2.01 and in this Section 2.04, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.

(g) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 2.03, which failure shall be governed by such Section 2.03) the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 2.04(g) are justified.

Section 2.05 Concerning the Shares.

(a) The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 2.05 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

(b) The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 4.03.

Section 2.06 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article IV) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article IV) or (ii) be treated pursuant to Section 2.06(b). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, or an exchange of shares, recapitalization or reorganization pursuant to a merger or consolidation, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets or more than 50% of the total outstanding shares of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 2.06(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 2.06(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

(d) Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Section 2.06, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder of a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.

Section 2.07 Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 2.03 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 2.03) for the Borrower’s failure to convert this Note.

Section 2.08 Prepayment.

(a) Notwithstanding anything to the contrary contained in this Note, the Borrower may prepay the amounts outstanding hereunder pursuant to the following terms and conditions, and subject to the Holder’s acceptance in Holder’s sole discretion:

(i) At any time during the period beginning on the Issue Date and ending on the date which is one hundred and eighty (180) days following the Issue Date, the Borrower shall have the right, exercisable on not less than twenty (20) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount in cash equal to 130%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note.

(ii) At any time during the period beginning the day which is one hundred and eighty one (181) days following the Issue Date and ending on the date which is three hundred sixty-four (364) days following the Issue Date, the Borrower shall have the right, exercisable on not less than twenty (20) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount in cash equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note.

(iii) After the expiration of three hundred sixty-four (364) days, the Borrower shall have no right of prepayment.

(b) Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than twenty (20) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the applicable prepayment amount to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 2.08. Notwithstanding anything to the contrary in this Note, the Borrower’s right to prepay the amounts outstanding under this Note, in accordance with the terms and conditions of this Note, is expressly conditional upon the Holder’s written acceptance, in Holder’s sole discretion, of such applicable prepayment during the time that the Borrower is exercising their right to prepay this Note.

Article III. CERTAIN COVENANTS AND REPRESENTATIONS

Section 3.01 Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

Section 3.02 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease, exchange (including but not limited to an exchange for assets of equal or greater value) or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

Section 3.03 Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of business, (c) made to a pending merging partner pursuant to an agreement of merger or (c) not in excess of $100,000.

Section 3.04 SEC Filings. Upon the execution of this Note and thereafter on each conversion of this Note in whole or in part, Borrower shall file a Form 8-K (or any successor form) under Item 3.02 with the Securities and Exchange Commission, if and as required by the Exchange Act, to disclose the execution of this Note or any conversion hereof, as applicable, in each case within the time frame required by the Exchange Act.

Section 3.05 OTC Markets. Upon each conversion of this Note in whole or in part, Borrower shall ensure that, as of the date of such conversion, the outstanding shares of Common Stock of Borrower as reported on the OTC Markets is current and up to date as of such date of conversion.

Section 3.06 Warrant. On or before July 31, 2019, the Borrower shall issue to Holder a warrant to acquire a number of shares of Common Stock of the Borrower in form and substance as agreed to by the Borrower and the Holder, and for a number of shares of Common Stock and at an exercise price per share of Common Stock as agreed to by the Borrower and the Holder (the “Warrant”). The Borrower and the Holder shall use their commercially reasonable efforts to agree on the terms and conditions of the Warrant and the other matters as set forth above on or prior to July 31, 2019, and the failure of the Borrower and the Holder to so agree, or the failure of the Borrower to issue the Warrant by the date, shall each be an Event of Default hereunder.

Section 3.07 Board Observer Rights. So long as the Borrower shall have any obligation under this Note, one individual designated by the Holder (the “Holder Representative”) shall have the right to attend all meetings of the Board of Directors of the Borrower (the “Board”) and to receive all materials related to such meetings as provided by the Board. The Borrower may exclude the Holder Representative from such attendance, and shall not be required to deliver such materials to the Holder Representative, in each case to the extent that the Borrower has received an opinion from its legal counsel, which opinion the Borrower shall submit to the Holder prior to the applicable meeting or distribution of materials, that compliance by the Borrower with this Section 3.07 would violate any applicable law or the fiduciary duties of the members of the Board.

Section 3.08 Additional Covenants. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent:

(a) enter into any contract, lease, or other form of agreement, directly or indirectly, whether written or oral, with any person, calling for payments in excess of $25,000 in any one year;

(b) enter into of any transaction between the Borrower and any of its shareholders or Affiliates other than customary transactions in the ordinary course of the Borrower’s business on an arms’-length basis;

(c) undertake any liquidation, dissolution, or winding-up, merger, acquisition, etc. of the Borrower;

(d) commence, compromise, settle or waive any litigation or arbitration proceeding involving the Borrower;

(e) hire or terminate any executive-level employee of the Borrower or employee of the Borrower receiving a salary of $75,000 or greater per year;

(f) substantially modify the lines of business in which the Borrower is engaged;

(g) issue any equity securities or debt securities of the Borrower or issue or sell any instruments convertible into any equity securities or debt securities of the Borrower;

(h) approve the incorporation of any subsidiary of the Borrower;

(i) approve any business plan or budget of any subsidiary of the Borrower; or

(j) undertake any amendment of the Articles of Incorporation or Bylaws of the Borrower; or

(k) propose to undertake any of the foregoing.

Section 3.09 Representations and Warranties. The Borrower hereby makes the representations and warranties as set forth in Exhibit B to the Holder.

Article IV. EVENTS OF DEFAULT

If any of the events in Section 4.01 through Section 4.17, inclusive, occur, such event shall be an “Event of Default” hereunder:

Section 4.01 Failure to Agree on or Issue the Warrant. Any failure to consummate the events set forth in Section 3.06.

Section 4.02 Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise, following a five (5) day cure period.

Section 4.03 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

Section 4.04 Breach of Covenants. The Borrower breaches any covenant or other material term or condition contained in this Note or in any collateral documents, including but not limited to the Purchase Agreement, or in any other agreements, promissory notes, or contracts between the Borrower and any of its Affiliates, on the one hand, and the Holder or any of its Affiliates, on the other hand, and such breach continues for a period of ten (10) days after written notice thereof to the Borrower from the Holder.

Section 4.05 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

Section 4.06 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

Section 4.07 Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

Section 4.08 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

Section 4.09 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC Markets or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

Section 4.10 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act, provided that compliance with this Section 4.10 is waived by the Holder until December 31, 2019.

Section 4.11 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business. Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

Section 4.12 Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

Section 4.13 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

Section 4.14 Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days’ prior written notice to the Holder.

Section 4.15 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

Section 4.16 Cross-Default. Notwithstanding anything to the contrary contained in this Note or other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained any other financial instrument, including but not limited to all convertible promissory notes, already issued, or issued in the future, by the Borrower, to the Holder or any other 3^rd party, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note.

Section 4.17 ACH Account Change. The Borrower changes it bank account to an account that differs from the bank account specified on Exhibit B attached hereto, without (i) prior signed written consent of the Holder and (ii) Borrower’s execution of a signed authorization agreement for preauthorized payments that is exactly the same as the form attached hereto as Exhibit B (except for the new bank account information) with respect to the new bank account.

Section 4.18 Consequences of Event of Default. Upon the occurrence of any Event of Default specified in any of Section 4.01 through Section 4.17, inclusive, exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), this Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus any amounts owed to the Holder pursuant to Section 2.03 and Section 2.04(g) (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x) and, (y) shall collectively be known as the “Default Sum”), and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

Section 4.19 If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

Article V. MISCELLANEOUS

Section 5.01 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 5.02 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and shall be delivered in accordance with the provisions of the Purchase Agreement.

Section 5.03 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

Section 5.04 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Section 5.05 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

Section 5.06 Governing Law.

(a) Except in the case of the Mandatory Forum Selection provisions in Section 5.06(b), which clause shall be governed and interpreted in accordance with Minnesota law, this Note shall be delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of Nevada, and for all purposes shall be construed in accordance with the laws of such State, without giving effect to the choice of law provisions of such state.

(b) Mandatory Forum Selection. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts or federal courts located in the state of Minnesota, County of Hennepin. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

(c) Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.

Section 5.07 Usury Savings Clause. Notwithstanding any provision in this Note or the other Transaction Documents to the contrary, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Note, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance due hereunder immediately upon receipt of such sums by the Holder hereof, with the same force and effect as though the Company had specifically designated such excess sums to be so applied to the reduction of the principal balance then outstanding, and the Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Holder may, at any time and from time to time, elect, by notice in writing to the Company, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest, rather than accept such sums as a prepayment of the principal balance then outstanding. It is the intention of the parties that the Company does not intend or expect to pay, nor does the Holder intend or expect to charge or collect any interest under this Note greater than the highest non-usurious rate of interest which may be charged under applicable law.

Section 5.08 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

Section 5.09 Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 5.09.

Section 5.10 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

Section 5.11 Right of First Refusal. If at any time while this Note is outstanding, the Borrower has a bona fide offer of capital or financing from any 3^rd party, the Borrower must first offer such opportunity to the Holder to provide such capital or financing to the Borrower on the same terms as each respective 3^rd party’s terms. Should the Holder be unwilling or unable to provide such capital or financing to the Borrower within 15 days from receipt of written notice of the offer (the “Offer Notice”) from the Borrower, then the Borrower may obtain such capital or financing from that respective 3^rd party upon the same terms and conditions offered by the Borrower to the Holder, which transaction must be completed within 30 days after the date of the Offer Notice. If the Borrower does not complete such transaction within such time period, then the Borrower must again offer the capital or financing opportunity to the Holder on the same terms, and the process detailed above shall be repeated.

Section 5.12 Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Holder in this Note, then the Borrower shall notify the Holder of such additional or more favorable term and such term, at Holder’s option, shall become a part of the transaction documents with the Holder. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this June 28^th, 2019.

Greenfield Farms Food, Inc.

By:

Name:
Clifford Rhee

Title: Chief Executive Officer

EXHIBIT A: NOTICE OF CONVERSION

The undersigned hereby elects to convert $______________________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note as set forth below, of Greenfield Farms Food, Inc., a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of June 28th, 2019 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

¨
The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

¨
The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

CareBourn, LLC

8700 Black Oaks Lane

Maple Grove, Minnesota 55311

Attention: Certificate Delivery

612.889.4671

Date of Conversion:                                                            _____________

Applicable Conversion Price:                                           $____________

Number of Shares of Common Stock to be Issued

Pursuant to Conversion of the Notes:                             _____________

Amount of Principal Balance Due remaining

Under the Note after this conversion:                             _____________

CareBourn, LLC

By:

Carebourn Partners, LLC,

a Minnesota limited liability company,

its General Partner

By:

_________________________________

Name: Chip Rice

Title: Managing Member

EXHIBIT B

Representations and Warranties Regarding Anti-Money Laundering; OFAC.

1.1. The Borrower should check the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac before making the following representations.

1.2. The Borrower represents that the cash amounts to be paid to CareBourn, LLC (the “Holder”) under the convertible promissory note dated June 28^th, 2019 (the “Note”), by the Borrower, were not and are not directly or indirectly derived from activities that contravene U.S. federal or state or international laws and regulations, including anti-money laundering laws and regulations. U.S. federal regulations and executive orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals^{^[1]} or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists.

1.3. To the best of the Borrower’s knowledge, none of: (1) the Borrower; (2) any person controlling or controlled by the Borrower; (3) if the Borrower is a privately-held entity, any person having a beneficial interest in the Borrower; or (4) any person for whom the Borrower is acting as agent or nominee is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs.

1.4. To the best of the Borrower’s knowledge, none of: (1) the Borrower; (2) any person controlling or controlled by the Borrower; (3) if the Borrower is a privately-held entity, any person having a beneficial interest in the Borrower; or (4) any person for whom the Borrower is acting as agent or nominee is a senior foreign political figure^², or any immediate family^³ member or close associate^⁴ of a senior foreign political figure, as such terms are defined in the footnotes below.

1.5. Borrower hereby represents and warrants that the cash payments under the Note are to be made on its own behalf or, if applicable, and such cash payments do not directly or indirectly contravene United States federal, state, local or international laws or regulations applicable to Borrower, including anti-money laundering laws.

1.6. If the Borrower is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Borrower receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Borrower represents and warrants to the Holder that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate.

1.7. Upon the written request from the Holder, Borrower agrees to provide all information to the Holder to enable the Holder to comply with all applicable anti-money laundering statutes, rules, regulations and policies. Borrower understands and agrees that the Holder may release confidential information about Borrower and, if applicable, any of its affiliates, directors, officers, trustees, beneficiaries and grantors related thereto, to any person if the Holder, in its sole discretion, determines that such disclosure is necessary to comply with applicable statutes, rules, regulations and policies.

IN WITNESS WHEREOF, Borrower has caused this representation letter to be signed in its name by its duly authorized officer this June 28^th, 2019.

Greenfield Farms Food, Inc.

By: _______________________________

Name: Clifford Rhee

Title: Chief Executive Officer

__________________

¹ These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.

^²A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

^³ “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.

^⁴A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

	(c)	Exhibit A sets forth the number of shares of GRAS Series E Preferred Stock to be delivered to the NGEN Shareholders pursuant to Section 1.01(b), and such shares of GRAS Series E Preferred Stock shall collectively be referred to herein as the “Exchange Shares.”

	(d)	At the Closing, all unexercised and unexpired options and warrants to purchase shares of NGEN Common Stock then outstanding whether or not then exercisable (the “NGEN Options”), shall be assumed by GRAS. Each NGEN Option so assumed by GRAS under this Agreement shall continue to have, and be subject to, the same terms and conditions as set forth in the NGEN Stock Option Plan and any agreements thereunder immediately prior to the Closing (including, without limitation, the vesting schedule (without acceleration thereof by virtue of the transactions contemplated hereby)), except that: (i) each NGEN Option shall be exercisable (or shall become exercisable in accordance with its terms) for that number of whole shares of GRAS Common Stock equal to (A) the number of shares of NGEN Stock issuable upon the exercise of such NGEN Option immediately prior to the Closing, multiplied by (B) the Common Conversion Rate; and (ii) the per share exercise price for the shares of GRAS Common Stock issuable upon exercise of each such assumed NGEN Option shall be equal to the quotient determined by dividing (X) the exercise price per share of NGEN Stock at which such NGEN Option was exercisable immediately prior to the Closing by (Y) the Common Conversion Rate, rounded up to the nearest whole cent. The conversion of any NGEN Options which are “incentive stock options” within the meaning of Section 422 of the Code into options to purchase GRAS Common Stock shall be made in a manner consistent with Section 424(a) of the Code so as not to constitute a “modification” of such NGEN Options within the meaning of Section 424 of the Code. Continuous employment with NGEN or its subsidiaries shall be credited to the optionee for purposes of determining the vesting of all assumed NGEN Options after the Closing

	(e)	Promptly following the Closing, the NGEN Shareholders shall, on surrender of their certificates representing their respective shares of NGEN Stock to GRAS, be recorded in the stock ledger of GRAS as the owners of the applicable portion of the Exchange Shares as set forth on Exhibit A.

	(f)	The exchange as set forth in this Section 1.01, subject to the other terms and conditions herein, is referred to herein as the “Exchange.”

	(a)	To the NGEN Shareholders the Exchange Shares in accordance with Section 1.01.

	(b)	To NGEN a certificate of the Secretary of GRAS, dated as of the Closing Date, and:

	(i)	attaching and certifying copies of (i) the resolutions of each of the Board of Directors of GRAS (the “GRAS Board”) and the shareholders of GRAS authorizing the execution, delivery and performance of this Agreement and the other documents referenced herein and the completion of the transactions contemplated herein, and (ii) the GRAS Organizational Documents, as amended pursuant to Section 5.01(a) and Section 5.01(b);

	(ii)	attaching a certificate of status issued by the Nevada Secretary of State for GRAS, dated as of a date within 5 days of the Closing Date;

	(iii)	certifying that the actions set forth in Section 5.01 have been completed; and

	(iv)	certifying that GRAS has commenced the preparation of its audited financial statements.

	(a)	The original stock certificates evidencing all of the NGEN Stock, free and clear of all Encumbrances, accompanied by duly executed stock powers or such other instruments of transfer duly executed in blank and with all required stock transfer stamps affixed, in form and substance satisfactory to GRAS as required for the same to be transferred to the ownership of GRAS; provided that GRAS may agree that original stock certificates be delivered promptly following the Closing. If the original stock certificates are lost, the applicable NGEN Shareholder may deliver a lost certificate affidavit and indemnification agreement in a form mutually acceptable to NGEN and GRAS.

	(b)	A certificate of the Secretary of NGEN, dated as of the Closing Date, and:

	(i)	attaching and certifying copies of the resolutions of the Board of Directors of NGEN authorizing the execution, delivery and performance of this Agreement and the other documents referenced herein and the completion of the transactions contemplated herein;

	(ii)	attaching a certificate of status issued by the Texas Secretary of State for NGEN, dated as of a date within 5 days of the Closing Date; and

	(iii)	certifying that NGEN has commenced the preparation of its audited financial statements.

	(a)	The authorized capital stock of NGEN consists of ________________ shares of common stock, par value $0.001 per share, of which ______________ shares are issued and outstanding;

	(b)	Except as set forth in the NGEN Schedules, NGEN has no outstanding options, rights or commitments to issue shares of NGEN Stock or any other equity security of NGEN, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of NGEN Stock or any other equity security of NGEN.

	(c)	There is no voting trust, agreement or arrangement among any of the beneficial holders of NGEN Stock affecting the nomination or election of directors or the exercise of the voting rights of NGEN Stock.

	(d)	The offer, issuance and sale of such shares of NGEN Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities Laws and (c) accomplished in conformity with all other applicable securities Laws. None of such shares of NGEN Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” Law.

	(e)	None of the NGEN Stock is subject to pre-emptive or similar rights, either pursuant to any NGEN Organizational Document, requirement of Law or any contract, and no Person has any pre-emptive rights or similar rights to purchase or receive any NGEN Stock or other interests in NGEN.

	(a)	NGEN has delivered to GRAS the (i) unaudited balance sheet of NKOR (the “NKOR Balance Sheet”) as of December 31, 2018, and 2017 (the “NGEN Balance Sheet Date”); (ii) the unaudited statements of operations, cash flows, and stockholder’s equity of NKOR for the year ended December 31, 2018, and 2017 (collectively, the “NKOR Financial Statements”). NGEN shall deliver to GRAS the (i) unaudited balance sheet of NGEN (the “NGEN Balance Sheet”) as of December 31, 2018, and 2017 (the “NGEN Balance Sheet Date”); (ii) the unaudited statements of operations, cash flows, and stockholder’s equity of NGEN for the years ended December 31, 2018, and 2017 (collectively, the “NGEN Financial Statements”)

	(b)	The NGEN and NKOR Financial Statements (i) are in accordance with the books and records of each, and (ii) present fairly in all material respects the financial condition of each at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified.

	(a)	All NGEN Material Contracts to which NGEN is a party or by which it or any of its assets, products, technology, or properties are bound other than those incurred in the ordinary course of business are set forth on the NGEN Schedules.

	(b)	All NGEN Material Contracts to which NGEN is a party or by which its properties are bound and which are material to the operations of NGEN taken as a whole are valid and enforceable by NGEN in all respects, except as limited by the Enforceability Exceptions.

	(c)	Except as disclosed on the NGEN Schedules, NGEN is not a party to any oral or written (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation; (vi) collective bargaining agreement; or (vii) agreement with any present or former officer or director of NGEN.

	(a)	Investment Purpose. As of the Effective Date, the NGEN Shareholder understands and agrees that the consummation of this Agreement including the delivery of the Exchange Shares to such NGEN Shareholder in exchange for the NGEN Stock as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes and that the Exchange Shares are being acquired for such NGEN Shareholder’s own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.

	(b)	Investor Status. The NGEN Shareholder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”). The NGEN Shareholder has been furnished with all documents and materials relating to the business, finances and operations of GRAS and its subsidiaries and information that such NGEN Shareholder requested and deemed material to making an informed decision regarding this Agreement and the underlying transactions.

	(c)	Reliance on Exemptions. The NGEN Shareholder understands that the Exchange Shares are being offered and sold to such NGEN Shareholder in reliance upon specific exemptions from the registration requirements of United States federal and state securities Laws and that GRAS is relying upon the truth and accuracy of, and the NGEN Shareholder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the NGEN Shareholder set forth herein in order to determine the availability of such exemptions and the eligibility of the NGEN Shareholder to acquire the Exchange Shares.

	(d)	Information. The NGEN Shareholder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of GRAS and materials relating to the offer and sale of the Exchange Shares which have been requested by the NGEN Shareholder or its advisors. The NGEN Shareholder and its advisors, if any, have been afforded the opportunity to ask questions of GRAS. The NGEN Shareholder understands that its investment in the Exchange Shares involves a significant degree of risk. The NGEN Shareholder is not aware of any facts that may constitute a breach of any of GRAS’s representations and warranties made herein.

	(e)	Governmental Review. The NGEN Shareholder understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Exchange Shares.

	(f)	Transfer or Resale. The NGEN Shareholder understands that (i) the sale or re-sale of the Exchange Shares has not been and is not being registered under the Securities Act or any applicable state securities Laws, and the Exchange Shares may not be transferred unless (a) the Exchange Shares are sold pursuant to an effective registration statement under the Securities Act, (b) the NGEN Shareholder shall have delivered to GRAS, at the cost of the NGEN Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Exchange Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by GRAS, (c) the Exchange Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of the NGEN Shareholder who agreed to sell or otherwise transfer the Exchange Shares only in accordance with this Section 3.06 and who is an Accredited Investor, (d) the Exchange Shares are sold pursuant to Rule 144, or (e) the Exchange Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), and the NGEN Shareholder shall have delivered to GRAS, at the cost of the NGEN Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by GRAS; (ii) any sale of such Exchange Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Exchange Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither GRAS nor any other person is under any obligation to register such Exchange Shares under the Securities Act or any state securities Laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Exchange Shares may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

	(g)	Legends. The NGEN Shareholder understands that the Exchange Shares, until such time as the Exchange Shares have been registered under the Securities Act, or may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Exchange Shares may bear a standard Rule 144 legend and a stop-transfer order may be placed against transfer of the certificates for such Exchange Shares.

	(1)	100,000 shares are designated as the GRAS Series A Preferred Stock, of which 96,623 shares are issued and outstanding,

	(2)	100,000 shares are designated as the GRAS Series B Preferred Stock, of which 44,000 shares are issued and outstanding,

	(3)	1,000 shares are designated as the GRAS Series E Preferred Stock, of which 1,000 shares are issued and outstanding. All of the issued and outstanding NGEN Stock is held, collectively, by the NGEN Shareholders.

	(4)	1,000 shares are designated as the GRAS Series F Preferred Stock, of which 1,000 shares are issued and outstanding. All of the issued and outstanding GRAS Stock is held, collectively, by the GRAS Shareholders.

	(i)	a total of 11,788,763 shares of GRAS Common Stock issued and outstanding;

	(ii)	a total of 96,623 shares of GRAS Series A Preferred Stock issued and outstanding;

	(iii)	a total of 44,000 shares of GRAS Series B Preferred Stock issued and outstanding;

	(iv)	a total of 1,000 shares of GRAS Series E Preferred Stock issued and outstanding and

	(v)	a total of 1,000 shares of GRAS Series F Preferred Stock issued and outstanding

	(a)	GRAS has delivered to NGEN the (i) consolidated balance sheet (the “GRAS Balance Sheet”) as of December 31, 2016 (the “GRAS Balance Sheet Date”) and (ii) consolidated statements of operations and consolidated statement of stockholders’ deficit for the year ended December 31, 2016 (collectively, the “GRAS Financial Statements”).

	(b)	The GRAS Financial Statements (a) are in accordance with the books and records of GRAS, and (b) present fairly in all material respects the financial condition of GRAS at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified.

	(a)	All GRAS Material Contracts to which GRAS is a party or by which it or any of its assets, products, technology, or properties are bound other than those incurred in the ordinary course of business are set forth on the GRAS Schedules.

	(b)	To the All GRAS Material Contracts to which GRAS is a party or by which its properties are bound and which are material to the operations of GRAS taken as a whole are valid and enforceable by GRAS in all respects, except as limited by the Enforceability Exceptions.

	(a)	a bankruptcy petition filed by or against any business of which GRAS or such other person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	(b)	a conviction in a criminal proceeding or a pending criminal proceeding (excluding traffic violations and other minor offenses);

	(c)	any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting GRAS or any such other person from involvement in any type of business, securities or banking activities; or

	(d)	a finding by a court of competent jurisdiction (in a civil action), the SEC, or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities Law, and the judgment has not been reversed, suspended, or vacated.

	(a)	NGEN hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable Law GRAS, each of its Affiliates and each of its and their respective members, managers, directors, officers, employees, stockholders, attorneys and agents and permitted assignees (each a “GRAS Indemnified Party”), against and in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by any GRAS Indemnified Party as a result of or in connection with any (i) breach or inaccuracy, or the alleged breach or inaccuracy, of any of the representations and warranties regarding NGEN contained in Article II herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto, or (ii) nonfulfillment, or the alleged nonfulfillment, of any of the covenants to be performed by NGEN under this Agreement or in any of the additional agreements or any certificate or other writing delivered pursuant hereto.

	(b)	Each of the NGEN Shareholders hereby agrees to, severally and not jointly, indemnify and hold harmless to the fullest extent permitted by applicable Law each GRAS Indemnified Party, against and in respect of any and all Losses incurred or sustained by any GRAS Indemnified Party as a result of or in connection with any (i) breach or inaccuracy, or the alleged breach or inaccuracy of any of the representations and warranties regarding such NGEN Shareholder contained in Article III herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto, or (ii) nonfulfillment, or the alleged nonfulfillment, of any of the covenants to be performed by such NGEN Shareholder under this Agreement or in any of the additional agreements or any certificate or other writing delivered pursuant hereto.

	(a)	The obligations of NGEN under Section 6.01(a) with respect to any breaches of the representations and warranties shall expire immediately after consummation of the Closing, except with respect to any breaches of the representations and warranties regarding NGEN in Section 2.05 or Section 8.01, which, in each case, shall survive the Closing for a period of two (2) years from the Closing Date and any indemnification claim asserted in accordance with the provisions of this Section 6.03(a) which remains unresolved as of such time shall survive and continue until such claim is resolved and paid, if applicable.

	(b)	The obligations of each NGEN Shareholder under Section 6.01(b) with respect to any breaches of the representations and warranties regarding such NGEN Shareholder shall expire immediately after consummation of the Closing, except with respect to any breaches of the representations and warranties regarding such NGEN Shareholder in Section 3.04 or Section 8.01, which, in each case, shall survive the Closing for a period of two (2) years from the Closing Date and any indemnification claim asserted in accordance with the provisions of this Section 6.03(b) which remains unresolved as of such time shall survive and continue until such claim is resolved and paid, if applicable.

	(a)	An indemnified Party shall give the indemnifying Party prompt notice (an “Indemnification Notice”) of any third-party Action with respect to which such indemnified Party seeks indemnification pursuant to Section 6.01 or Section 6.02 (a “Third-Party Claim”), which shall describe in reasonable detail the Loss that has been or may be suffered by the indemnified Party. The failure to give the Indemnification Notice shall not impair any of the rights or benefits of such indemnified Party under Section 6.01 or Section 6.02, except to the extent such failure materially and adversely affects the ability of the indemnifying Party to defend such claim or increases the amount of such liability.

	(b)	In the case of any Third-Party Claims as to which indemnification is sought by any indemnified Party, such indemnified Party shall be entitled, at the sole expense and liability of the indemnifying Party, to exercise full control of the defense, compromise or settlement of any Third-Party Claim unless the indemnifying Party, within a reasonable time after the giving of an Indemnification Notice by the indemnified Party (but in any event within ten (10) days thereafter), shall (i) deliver a written confirmation to such indemnified Party that the indemnification provisions of Section 6.01 or Section 6.02 are applicable to such Action and the indemnifying Party will indemnify such indemnified Party in respect of such Action pursuant to the terms of this Article VI and, notwithstanding anything to the contrary, shall do so without asserting any challenge, defense, limitation on the indemnifying Party’s liability for Losses, counterclaim or offset, (ii) notify such indemnified Party in writing of the intention of the indemnifying Party to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to such indemnified Party to conduct the defense of such Third-Party Claim.

	(c)	If the indemnifying Party assumes the defense of any such Third-Party Claim pursuant to Section 6.04(b), then the indemnified Party shall cooperate with the indemnifying Party in any manner reasonably requested in connection with the defense, and the indemnified Party shall have the right to be kept fully informed by the indemnifying Party and their legal counsel with respect to the status of any legal proceedings, to the extent not inconsistent with the preservation of attorney-client or work product privilege. If the indemnifying Party so assumes the defense of any such Third-Party Claim, the indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel employed by the indemnified Party shall be at the expense of such indemnified Party unless (i) the indemnifying Party has agreed to pay such fees and expenses, or (ii) the named parties to any such Third-Party Claim (including any impleaded parties) include an indemnified Party and the indemnifying Party and the indemnified Party shall have been advised by its counsel that there may be a conflict of interest between such indemnified Party and the indemnifying Party in the conduct of the defense thereof, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying Party.

	(d)	If the indemnifying Party elects to assume the defense of any Third-Party Claim pursuant to Section 6.04(b), the indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the indemnifying Party withdraws from or fails to vigorously prosecute the defense of such asserted liability, or unless a judgment is entered against the indemnified Party for such liability. If the indemnifying Party does not elect to defend, or if, after commencing or undertaking any such defense, the indemnifying Party fails to adequately prosecute or withdraw such defense, the indemnified Party shall have the right to undertake the defense or settlement thereof, at the indemnifying Party’s expense. Notwithstanding anything to the contrary, the indemnifying Party shall not be entitled to control, but may participate in, and the indemnified Party (at the expense of the indemnifying Parties) shall be entitled to have sole control over, the defense or settlement of (x) that part of any Third Party Claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the indemnified Party, or (ii) to the extent such Third Party Claim involves criminal allegations against the indemnified Party or (y) the entire Third Party Claim if such Third Party Claim would impose liability on the part of the indemnified Party. In the event the indemnified Party retains control of the Third-Party Claim, the indemnified Party will not settle the subject claim without the prior written consent of the indemnifying Party, which consent will not be unreasonably withheld or delayed.

	(e)	If the indemnified Party undertakes the defense of any such Third-Party Claim pursuant to Section 6.04(b) and proposes to settle the same prior to a final judgment thereon or to forgo appeal with respect thereto, then the indemnified Party shall give the indemnifying Party prompt written notice thereof and the indemnifying Party shall have the right to participate in the settlement, assume or reassume the defense thereof or prosecute such appeal, in each case at the indemnifying Party’s expense. The indemnifying Party shall not, without the prior written consent of such indemnified Party settle or compromise or consent to entry of any judgment with respect to any such Third-Party Claim (i) in which any relief other than the payment of money damages is or may be sought against such indemnified Party, (ii) in which such Third Party Claim could be reasonably expected to impose or create a monetary liability on the part of the indemnified Party (such as an increase in the indemnified Party’s income Tax) other than the monetary claim of the third party in such Third-Party Claim being paid pursuant to such settlement or judgment, or (iii) which does not include as an unconditional term thereof the giving by the claimant, person conducting such investigation or initiating such hearing, plaintiff or petitioner to such indemnified Party of a release from all liability with respect to such Third-Party Claim and all other Actions (known or unknown) arising or which might arise out of the same facts.

	(b)	If the Parties cannot agree upon the Arbitrator within ten (10) Business Days of the commencement of the efforts to so agree on an Arbitrator, each of the Parties shall select one arbitrator and the two arbitrators so selected shall select the Arbitrator.

	(c)	The laws of the State of Florida shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement and any agreement contemplated hereby shall be governed by the laws of the State of Florida applicable to a contract negotiated, signed, and wholly to be performed in the State of Florida, which laws the Arbitrator shall apply in rendering his or her decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he or she shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages.

	(d)	If brought or initiated by any of the NGEN Parties, the arbitration shall be held in Texas. If brought or initiated by any of the GRAS Parties, the arbitration shall be held in Nevada. The arbitration shall be held in accordance with and under the then-current provisions of the rules of the American Arbitration Association, except as otherwise provided herein

	(e)	On application to the Arbitrator, any Party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the period referred to in Section 7.01(c).

	(f)	The Arbitrator may, at his or her discretion and at the expense of the Party who will bear the cost of the arbitration, employ experts to assist him or her in his or her determinations.

	(g)	The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief, as applicable (including actual attorneys’ fees and costs), shall be borne by the unsuccessful Party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of the Arbitrator shall be final and binding upon the Parties and not subject to appeal.

	(h)	Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The Parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in Palm Beach County, Florida and Fulton County, Georgia to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Arbitration. The Parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the Parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the Parties) shall have been absent from such arbitration for any reason, including that such Party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding.

	(a)	EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED, INCLUDING THE COMMITMENT LETTER, THE FEE LETTER, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7.02(a).

	(b)	Each of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

	(a)	the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

	(c)	the terms “Dollars” and “$” mean United States Dollars;

	(d)	references herein to a specific Section, Subsection, Recital, Schedule or Exhibit shall refer, respectively, to Sections, Subsections, Recitals, Schedules or Exhibits of this Agreement;

	(e)	wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

	(f)	references herein to any gender shall include each other gender;

	(g)	references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 8.10 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement;

	(h)	references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;

	(i)	references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof;

	(j)	with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”;

	(k)	references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and

	(l)	references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

	(a)	At any time prior to the Closing Date, this Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by all of the Parties hereto.

	(b)	Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.

	(c)	Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the Party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.

	(d)	Notwithstanding anything else contained herein, no Party shall seek, nor shall any Party be liable for, consequential, punitive or exemplary damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.

	(a)	Each NGEN Shareholder hereby appoints, authorizes, empowers, makes, and designates each of the Chief Executive Officer and Chief Financial Officer of NGEN (each, an “Agent”) as his, her or its agent and attorney in fact with power of attorney (with full power of substitution), to be exercised by either Agent, acting singly or jointly, at any time upon and after the execution and delivery of this Agreement by such NGEN Shareholder: (i) to negotiate, sign, date, and/or deliver any and all other agreements, certificates, instruments or other documents as may be required or necessary to consummate the Exchange pursuant to the terms of this Agreement (the “Additional Exchange Documents”) for and in the name and on behalf of such NGEN Shareholder; and (ii) to conduct or perform any and all other activities or actions which may be deemed necessary or desirable by Agent or as reasonably requested by GRAS to consummate the Exchange in accordance with the terms hereof, provided, however, that such power of attorney does not grant, nor shall it be deemed to grant, the right to change any of the terms of the Exchange.

	(b)	Each Additional Exchange Document negotiated, signed, dated, and/or delivered by an Agent as agent and attorney in fact for such NGEN Shareholder in accordance with the terms of the power of attorney granted in this Section 8.13 shall be legally binding upon and enforceable against such NGEN Shareholder in accordance with its terms, and each other activity or action taken by the Agent pursuant to the power of attorney granted in this Section 8.13 shall be legally binding upon and enforceable against such NGEN Shareholder.

	(c)	The power of attorney granted in this Section 8.13 and the agency created hereby may be revoked and terminated as to a NGEN Shareholder at any time by a writing signed by such NGEN Shareholder which expressly revokes and terminates the power of attorney and agency granted in this Section 8.13 in compliance with applicable Law, provided that any actions taken prior to such revocation shall be unaffected by such revocation and all such action shall be and remain in full force and effect.

Greenfield Farms Food, Inc.		Ngen Technologies USA Corp


Edward F Carter, Director		Clifford M Rhee, President


Individually		Edward F Carter,


Edward F Carter


Clifford M Rhee

	(a)	“Action” means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes or otherwise.

	(b)	“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

	(c)	“Authority” means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator, or any public, private or industry regulatory authority, whether international, national, Federal, state, or local.

	(d)	“Business Day” means any day that is not a Saturday, Sunday or other day on which banking institutions in Florida are authorized or required by law or executive order to close.

	(e)	“Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.” Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 10% or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner ) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

	(f)	“Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

	(g)	“Enforceability Exceptions” means applicable bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

	(h)	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

	(i)	“Exchange Act” means the Securities Exchange Act of 1934, as amended.

	(j)	“Law” means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.

	(k)	“Lien” means any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing.

	(l)	“Material Adverse Effect” or “Material Adverse Change” means a material and adverse change or a material and adverse effect, individually or in the aggregate, on the condition (financial or otherwise), net worth, management, earnings, cash flows, business, operations or properties of a Party taken as a whole, whether or not arising from transactions in the ordinary course of business.

	(m)	“Order” means any decree, order, judgment, writ, award, injunction, rule or consent of or by an Authority.

	(n)	“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

	(o)	“SEC” means the United States Securities and Exchange Commission. (p) “Securities Act” means the Securities Act of 1933, as amended.

	(q)	“Tax Return” means any return, information return, declaration, claim for refund or credit, report or any similar statement, and any amendment thereto, including any attached schedule and supporting information, whether on a separate, consolidated, combined, unitary or other basis, that is filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection or payment of a Tax or the administration of any Law relating to any Tax.

	(r)	“Tax(es)” means any federal, state, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature imposed by any Taxing Authority (including any income (net or gross), gross receipts, profits, windfall profit, sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording, minimum, alternative minimum, environmental or estimated tax), including any liability therefor as a transferee (including under Section 6901 of the Code or similar provision of applicable Law) or successor, as a result of Treasury Regulation Section 1.1502-6 or similar provision of applicable Law or as a result of any Tax sharing, indemnification or similar agreement, together with any interest, penalty, additions to tax or additional amount imposed with respect thereto.

	(s)	“Taxing Authority” means the Internal Revenue Service and any other Authority responsible for the collection, assessment or imposition of any Tax or the administration of any Law relating to any Tax.

	(t)	“NGEN Material Contract” means any contract, agreement, franchise, license agreement, debt instrument or other commitment to which NGEN is a party or by which it or any of its assets, products, technology, or properties are bound and which (i) will remain in effect for more than six (6) months after the date of this Agreement or (ii) involves aggregate obligations of at least ten thousand dollars ($10,000).

	(u)	“GRAS Material Contract” means any contract, agreement, franchise, license agreement, debt instrument or other commitment to which GRAS is a party or by which it or any of its assets, products, technology, or properties are bound and which (i) will remain in effect for more than six (6) months after the date of this Agreement or (ii) involves aggregate obligations of at least ten thousand dollars ($10,000).

	(a)	On or before September 31, 2019, the Borrower shall pay to Holder the sum of US$143,612.83, which shall represent accrued interest from the Issue Date to September 31, 2019.

	(b)	On or before December 31, 2019, the Borrower shall pay to Holder the sum of US$143,612.83, which shall represent accrued interest from the September 31, 2019 to December 31, 2019.

	(c)	On or before March 31, 2020, the Borrower shall pay to Holder the sum of US$143,612.83, which shall represent accrued interest from the December 31, 2019 to March 31, 2020.

	(d)	On or before June 28, 2020, the Borrower shall pay to Holder (i) the sum of US$143,612.83, which shall represent accrued interest from the March 31, 2019 to June 28, 2020 plus (ii) an amount equal to the Principal Amount.

	(a)	Mechanics of Conversion. Subject to Section 2.01, this Note may be converted by the Holder in whole or in part at any time from time to time after One Hundred Eighty Days following the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 2.04(b), surrendering this Note at the principal office of the Borrower.

	(b)	Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

	(c)	Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

	(d)	Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 2.04, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.