Asset Purchase Agreement by and between Trend Innovation Holdings, Inc and Treasure Drive Ltd. Dated April 3, 2023

ASSET PURCHASE AGREEMENT

THIS AGREEMENT ("Agreement") made this 3 day of April, 2023, by and between Treasure Drive Ltd., a British Virgin Island corporation ("Seller"), and Trend Innovations Holding, Inc., a Nevada corporation (“Company” or "Purchaser" or “Buyer”).

In consideration of the mutual covenants contained herein, it is agreed by and between the parties as follows:

2. Purchaser shall issue to the Seller 5,000 Series A Preferred Shares of Buyer with face value of $5,000 per share which are convertible into common stock of Buyer at 5% discount of Buyer’s 10-day average closing price at the time of conversion. The conversion will include a 4.99% beneficial owner limitation (the “Preferred Consideration” or “Consideration”), which Preferred Consideration will be delivered upon the Buyer filing a Certificate of Amendment to its Certificate of Incorporation.

Further conditions to the Preferred Consideration

3. Seller shall sell, assign, transfer, and convey to Purchaser the Assets, free of all liabilities.

4. All equipment included in the sale shall be in good working condition at the time of sale. Purchaser shall accept the Assets "as is" without warranty as to their condition and operation.

5. The actions to be taken by the parties hereto to close the transaction as provided shall take place on or before April 1, 2023 ("Closing Date") at Purchaser’s corporate office, hereinafter referred to as the ("Closing"). At the Closing, Seller shall deliver to Purchaser possession of the Assets, and good and sufficient instruments of transfer, conveying and transferring the Assets to Purchaser. Such delivery shall be made against payment and delivery to the Seller of the price as set forth herein above. The instruments of transfer shall contain covenants and warranties that Seller has good and marketable title in and to the Assets. The parties will attempt that Closing will take place before the Corporate Actions being effective, as it was fled as definitive already.

6. Seller covenants, warrants and represents:

(a) It is not presently involved in any activity or outstanding dispute with any taxing authority as to the amount of any taxes due, nor has it received any notice of any deficiency, credit or other indication of deficiency from any taxing authority.

(b) It is the owner of and has good and marketable title to all of the Assets enumerated in the attached Schedule A, free from all encumbrances. 

(c) Seller shall indemnify and hold harmless Purchaser from any and all claims of its creditors and such Assets shall transfer to Purchaser, free and clear of all liens and encumbrances.

All representations and warranties made by Seller shall survive the Closing.

7. Seller hereby assumes all risk of loss, damage or destruction resulting from fire or other casualty from the date hereof to the time of transfer of Assets and Closing.

8. This Agreement shall be binding upon the personal representatives, successors and assignees of the parties. This Agreement and any accompanying instruments and documents include the entire transaction between the parties and there are no representations, warranties, covenants or conditions, except those specified herein or in accompanying instruments and documents.

9. All covenants, warranties and representations herein shall survive this Agreement and the Closing Date.

10. This Agreement shall be governed in all respects by the laws of the State of California.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals, the date and place first above written.

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