Spin Out Agreement dated January 4, 2018

EXHIBIT 10.2

SPIN OUT AGREEMENT

THIS SPIN OUT AGREEMENT (the “Agreement”) is made this 4th day of January 2018, by Greenfield Farms Food, Inc., a Nevada Corporation ("GRAS" or the “Seller”), Carmela’s Pizzeria CO, Inc. and Ronald Heineman (the “Buyer”).

RECITALS:

WHEREAS, Seller, in October 2013, entered into an Asset Purchase Agreement with COHP, LLC, (“COHP”) through which the Seller acquired certain of the assets and liabilities of COHP including the operations of Carmela's Pizzeria through a newly formed wholly-owned subsidiary Carmela's Pizzeria CO, Inc. (“Carmela’s”).

WHEREAS, Seller presently owns 100% of the issued and outstanding stock of Carmela’s (the “Seller’s Assets”)

WHEREAS, Seller is a party to an Asset Purchase Agreement dated January 4, 2018, by and between the Seller and Ngen Technologies USA Corp., Clifford Rhee and Edward Carter (the “APA”). Terms and conditions of the APA include the Buyer acquiring Carmela’s from the Seller in exchange for the Buyer assuming $193,282.53 of Seller’s debt obligations (the “Debt Assignment”) to Carebourn Capital, LP; (“Carebourn”) and

WHEREAS, Buyer desires to purchase Seller’s ownership in Carmela’s from Seller, and assume the Debt Assignment, on the terms and subject to the conditions specified in this Agreement; and

WHEREAS, Seller desires to sell and transfer their ownership in Carmela’s and agrees to transfer the Debt Assignment on the terms and subject to the conditions specified in this Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants, promises and agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, agree as follows:

3.

3.1 BUYER’S AND SELLER’S REPRESENTATIONS AND WARRANTIES. 

Buyer hereby represents and warrants to Seller that:

A. Capacity and Enforceability. Buyer has the legal capacity to execute and deliver this Agreement and the documents to be executed and delivered by Buyer at the Closing pursuant to the transactions contemplated hereby. This Agreement and all such documents relating to the transactions contemplated hereunder constitute valid and binding agreements of Buyer, enforceable in accordance with their respective terms.

B. Compliance. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby by Buyer will result in the breach of any term or provision of, or constitute a default under, or violate any agreement, indenture, instrument, order, law or regulation to which Buyer is a party, or by which Buyer is bound.

C. Liabilities. Following the Closing, Seller will have no other liability for any debts, liabilities or obligations of Carmela’s.

3.2 SELLER’S REPRESENTATIONS AND WARRANTIES. 

Seller hereby represents and warrants to Buyer that:

A. Organization and Good Standing. Seller is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Nevada.

B Authority and Enforceability. The execution and delivery of this Agreement and the documents to be executed and delivered at the Closing pursuant to the transactions contemplated hereby, and performance in accordance with the terms hereof and thereof, have been duly authorized by Seller and all such documents constitute valid and binding agreements of Seller enforceable in accordance with their terms.

A. Deliveries of the Sellers. The Sellers shall deliver to the Buyer at Closing:

(i) at the Closing, an executed copy of this Agreement;

(ii) a copy of the APA, stating that the Spin Out of Carmela’s is part of the

(iii) such other agreements, documents, certificates, and instruments reasonably requested by the Buyer to be delivered to the Buyer at or prior to the Closing in connection with the Sellers’ obligations under the terms of this Agreement.

B. Deliveries of the Buyers. At the Closing, the Buyer shall deliver to the Sellers:

(i) an executed copy of this Agreement

(ii) c copy of the Debt Assignment

(iii) such other agreements, documents, certificates, and instruments reasonably requested by the Seller to be delivered to the Seller at or prior to the Closing in connection with the Buyers’ obligations under the terms of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.