Subscription for Property Agreement dated July 16, 2014 between CLS Labs, Inc. and Raymond Keller

THIS ASSIGNMENT OF PROPERTY RIGHTS (the "Assignment") is made as of the 16th day of July, 2014, by RAYMOND KELLER, an individual residing at 27220 J.C. Lane, Bonita Springs, FL 34135 ("Assignor"), to RJF LABS, INC, a Nevada corporation with its principal place of business at 11767 S. Dixie Highway, Suite 115, Miami, FL 33156 ("Assignee").

 

WHEREAS, Assignor is the owner of all rights, title and interests in and to the concepts, inventions and technologies more specifically described in Attachment A to this Assignment (the "Property");

 

WHEREAS, Assignor has agreed to purchase shares of the common stock of Assignee in consideration for Assignor's transfer and assignment to Assignee of all of Assignor's right, title and interest in and to the Property; and

 

WHEREAS, in connection with such transfer, Assignor has agreed to execute such instruments as the Assignee may reasonably request in order to effectuate the conveyance, transfer and assignment of the Property to Assignee and its successors and assigns.

 

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Assignor does hereby transfer and assign to Assignee, and Assignee hereby accepts the transfer and assignment of, all of Assignor's worldwide right, title and interest in, to and under the Property, free and clear of any encumbrances, including, but not limited to, any and all patents, copyrights, trademarks, designs, processes, formulas, urls, websites, business models, confidential information, trade secrets, work product, know-how and any other proprietary information and intellectual property relating to or used in the Property, and any and all goodwill associated therewith, in each case whether now existing or developed in the future, throughout the world, all rights to sue for infringement of the Property, whether arising prior to or subsequent to the date of this Assignment, and the rights to any and all applications, registrations, renewals and extensions thereof that may now exist or hereafter be secured under the laws now or hereafter in effect in the United States and in any other jurisdiction, the same to be held, used and enjoyed by the said Assignee, its assigns, designees, nominees and other legal representatives, from and after the date hereof as fully and entirely as the same would have been held, used and enjoyed by the said Assignor had this Assignment not been made.

 

Assignor agrees to do the following, when requested, and without further consideration, in order to carry out the intent of this Assignment: (i) execute, deliver and file all oaths, assignments, specifications, powers of attorney, applications, and other papers necessary or desirable to perfect the assignment and fully secure to Assignee  the rights, titles and interests herein conveyed; and (ii) generally assist in the vesting in Assignee the rights, titles, and interests herein conveyed including, without limitation, providing Assignee, upon Assignee's  request, with all pertinent facts and documents relating to said Property, as may be known and accessible to Assignor and Assignor will testify as to the same in any interference or litigation related thereto and will promptly execute and deliver to Assignee or its legal representative any and all papers, instruments or affidavits required to apply for, obtain, maintain, issue and enforce said

Property. Assignor further agrees to provide any successor, transferee, assignee, or legal representative of Assignee with the benefits and assistance provided to Assignee hereunder.

 

Assignor represents that (i) Assignor is the sole owner of the Property, (ii) neither Assignor nor any other person or entity has previously licensed any portion of the Property to any third party; (iii) the Property is not encumbered by any lien, claim or other encumbrance, (iv) Assignor has the sole right to sell, assign and transfer the Property, (v) Assignor has made no prior assignment of any portion of the Property, and (vi) Assignor has no knowledge of any current or continuing infringement of any portion of the Property.

 

Assignor hereby authorizes the United States Patent and Trademark Office and any other U.S. and foreign office whose duty it is to issue, certify, or assign registrations or applications for patents, trademarks, service marks, copyrights or internet domains to issue, certify or assign as appropriate, the same to Assignee and Assignee's successors, assigns, designees, nominees, and other legal representatives in accordance with the terms of this Assignment.

 

Except to the extent that federal law preempts state law with respect to the matters covered hereby, this Assignment shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to the principles of conflicts of laws thereof

 

IN WITNESS WHEREOF,  Assignor has executed this Assignment as of the date first above written.

 

 

 

State of FLORIDA                       )
                                                        ) ss.:

County of COLLIER                    )

 

On this 16th day of September, 2014, before me, the subscriber, a notary public authorized to take acknowledgments and proofs in the State and County aforesaid, personally appeared Raymond Keller, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same.

 

Witness my hand and official seal.

 

Notary Public

In connection with the purchase of One Hundred (100) shares of the capital stock (the "Shares") of RJF Labs, Inc., a Nevada corporation (the "Corporation"), by Raymond Keller (the "Subscriber") pursuant to that certain Subscription Agreement effective July 16, 2014, by and between the Corporation and the Subscriber (the "Subscription Agreement"), the Subscriber acknowledges, represents, warrants, covenants and agrees as follows:

 

(a) The Subscriber is acquiring the Shares for his own account, for investment and not with a view to, or for resale in connection with, the distribution thereof and that he has no present intention of distributing the Shares;

 

(b) The Subscriber possesses such knowledge and experience in financial and business matters pertaining to the type of business conducted by the Corporation and otherwise, that he is capable of evaluating the merits and risks of an investment in the Shares;

 

(c) The Subscriber is fully familiar with the Corporation and its business, operations, condition (financial and other), assets, liabilities and prospects and has had access to any and all material information he deems necessary or appropriate to enable the Subscriber to make an investment decision in connection with the purchase of the Shares; and

 

(d) The Subscriber's financial situation is such that he can afford to bear the economic risk of holding the Shares for an indefinite period of time and can afford to suffer a complete loss of his investment in the Shares.

 

(a) The Shares have not been registered pursuant to the Securities Act of 1933, as amended (the "Act"), or any state securities laws, that the Subscriber may not transfer, resell or otherwise dispose of the Shares except pursuant to a registration statement in compliance with the Act and any applicable state securities laws, unless exemptions from the registration requirements of the Act and any applicable state securities laws are available that the Subscriber must, therefore, bear the economic risks of an investment in the Shares for an indefinite period of time;

 

(b) The Corporation is under no obligation to register the Shares pursuant to the Act or any state securities laws or to comply with or make available any exemption from the registration requirements thereof;

 

(c) Any certificates representing the Shares will contain a legend to the effect that the Shares cannot be transferred, resold or otherwise disposed of except in compliance with the Act and any applicable state securities laws;

(d) A "stop-transfer" order will be issued with respect to the Shares to effectuate the foregoing restrictions of the Shares and the Corporation shall have no obligation to effect any purported transfer of the Shares except upon demonstration of compliance with the foregoing restrictions; and

 

(e) The Subscriber has had the opportunity to ask questions of the Corporation and its representatives and receive answers from the Corporation and its representatives concerning the Corporation and the Subscriber's investment in the Shares and to obtain additional information possessed by the Corporation, or obtainable without unreasonable effort or expense, that is necessary to verify the accuracy of the information furnished to the Subscriber.

 

3. The Subscriber covenants and agrees that he will not sell,  pledge, encumber, hypothecate, assign, transfer or otherwise dispose of the Shares or any interest therein, or make any offer to attempt to do any of the foregoing, except (a)  pursuant to a registration statement in compliance with the Act and all applicable state securities laws, or in a transaction which, in the opinion of counsel for the Corporation, is exempt from the registration requirements thereof; and (b) in accordance with the terms and conditions set forth in the bylaws of the Corporation.

 

The Subscriber understands and acknowledges that the Corporation will rely upon the acknowledgments, representations, warranties, covenants and agreements contained herein (and any supplemental information provided to the Corporation) for the purpose of determining whether this transaction meets the requirements for an exemption from the registration requirements  of the Act and applicable state securities laws. The Subscriber hereby  agrees to indemnify and hold harmless the Corporation and its officers, directors, and employees for, from and against any cost, expense, claim, liability or damage arising out of or resulting :from any breach of such covenant and agreement including, without limitation, any liability of the Corporation to any third person purchasing any Shares. Further, the Subscriber covenants and agrees that, if there should be any material change with respect to any of the representations and warranties contained herein, after the execution of this Investment Letter and prior to the issuance of the Shares to him, the Subscriber will immediately furnish the revised or corrected information to the Corporation.