Asset Purchase Agreement between NuLife Sciences, Inc. and GandTex, LLC

EX-10.1 2 ex10-1assetpurchase.htm ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

BETWEEN

SMOOFI, INC.

and its subsidiaries

AND

GANDTEX, INC.

October 3, 2016

ASSET PURCHASE AGREEMENT

This asset Purchase Agreement (this "Agreement") is entered into effective as of October 3, 2016, by and between SmooFi, Inc., a Nevada corporation ("SMFI"), through its subsidiary ('SMFI SUB"), and Gandtex, LLC, a Texas Limited Liability Company ("GANDTEX"). SMFI, SMF1 SUB and GANDTEX are referred to collectively herein as the "Parties."

This Agreement contemplates a transaction in which SMFI will purchase certain of the assets of GANDTEX in exchange for shares of SMFI.

Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations warranties and covenants herein contained, the Parties agree as follows.

Definitions.

"Acquired Assets" means all right. title, and interest in and to all of the assets of GANDTEX, including all of its (a) personal property, furniture, telephones, computers, servers, printers, office machines, furnishings, trade fixtures, and all other tangible personal property owned by GANDTEX of any of its Subsidiaries or used in or associated with the business of GANDTEX or its Subsidiaries, or used in connection with the ownership or operation of the business of GANDTEX or its Subsidiaries. (b) Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions. (c) leases, subleases, and rights thereunder, (d) agreements, contracts, indentures., mortgages, instruments, Liens, guaranties, other similar arrangements, and rights thereunder, (c) accounts, notes, and other receivables, (f) securities (including the capital stock in its Subsidiaries). (g) claims. deposits, prepayments, refunds, causes of action, chows in action, rights of recovery, rights of set off; and rights of recoupment (including any such item relating to the payment of Taxes), (h) franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies, (i) books, records, ledgers, files, documents. correspondence, lists, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, and (j) Cash; provided. however, that the Acquired Assets shall not include (i) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of GANDTEX as a corporation, (ii) any of the rights of GANDTEX under this Agreement (or under any side agreement between GANDTEX on the one hand and SMFI on the other hand entered into on or after the date of this Agreement), or (iii) any ownership or equivalent rights of GANDTEX in any of their Subsidiaries, if any. The Acquired Assets are more fully described in EXHIBIT "A" attached hereto and incorporated herein by^,reference.

"Affiliate' means, with respect to any Patty, any Person that controls, is controlled by, or who is under common control with such Party.

"Affiliated Group" means any affiliated group within the meaning, of Code §1504(a) or any similar group defined under a similar provision of state, local, or foreign law,

"Agreement with Gandy" means the Agreement with James B. Gandy entered into concurrently herewith.

"Applicable Rate" means the corporate base rate of interest publicly announced from time to time by Chase Bank, N.A. plus two percent per annum.

"Assumed Liabilities" means only those Liabilities of GANDTEX as specifically set forth in exhibit "B" attached hereto and shall not include (i) any Liability of GANDTEX for Taxes, (ii) any Liability of GANDTEX for income, transfer. sales. use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because

GANDTEX is transferring the Acquired Assets), (iii) any Liability of GANDTEX for the unpaid Taxes of any Person under Reg. §I.1502-6 (or any similar provision of state, local. or foreign law), as a transferee or successor, by contract, or otherwise, (iv) any obligation of GANDTEX to indemnify any Person (including any of GANDTEX Stockholders) by reason of the fact that such Person was a director, officer, employee, or agent of GANDTEX or any of its Subsidiaries or was serving at the request of any such entity as a partner, trustee, director. officer, employee, or agent of another entity (whether such indemnification is for judgments, damages. penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement. or otherwise). (v) any Liability of GANDTEX for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, (vi) any Liability or obligation of GANDTEX under this Agreement (or under any side agreement between GANDTEX on the one hand and SMFI on the other hand entered into on or after the date of this Agreement), (vii) any Liability with respect to any Employee Benefit Plan, payroll taxes, or other employment-related withholdings.

"Basis" means any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that forms or could form the basis for any specified consequence.

"Cash" means cash and cash equivalents (including marketable securities and short term investments) calculated in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements.

"SMFI" has the meaning set forth in the preface above.

"Closing" has the meaning set forth in §2(c) below.

"Closing Date" has the meaning set forth in §2(e) below.

“Code" means the Internal Revenue Code of 1986, as amended.

"Disclosure Schedule" has the meaning set forth in §3 below.

"Employee Benefit Plan” means any "employee benefit plan" (as such terra is defined pursuant to the Employee Retirement Income Security Act of 1974, as amended, including any other material employee benefit plan, program or arrangement of any kind.

"Environmental, Health, and Safety Requirements" shall mean all federal, state. local, and foreign statutes, regulations, ordinances, and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations, and all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment, including. without limitation, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances, or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise., or radiation, each as amended and as now or hereafter in effect.

"Financial Statements” has the meaning set forth in §3(g) below.

"GAAP” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

“Intellectual Property” means all of Acquired Assets as set forth in EXHIBIT "A", as they may extend now or in the future in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals m connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works an all applications. registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques. technical data, designs, drawings, specifications. customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including source code. executable code, data, databases, and related documentation), (g) all advertising and promotional materials, (h) all other proprietary rights, and (i) all copies and tangible embodiments thereof (in whatever form or medium.

"Knowledge" means actual knowledge after reasonable investigation.

"Leases" means all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto, pursuant to which GANDTEX or any of its Subsidiaries holds any leasehold interest in Real Property, including the right to all security deposits and other amounts and instruments deposited by or on behalf-of GANDTEX or any of its Subsidiaries thereunder.

"Liability" means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

"Lien" means any mortgage, pledge, lien, encumbrance, charge, or other security interest.

"Material Adverse Effect" or "Material Adverse Chang” means any effect or change that would be materially adverse to the business, assets, condition (financial or otherwise), operating results. operations, or business prospects of GANDTEX and its Subsidiaries or parent corporation, taken as a whole, or on the ability of GANDTEX to consummate timely the transactions contemplated hereby (regardless of whether or not such adverse effect or change can be or has been cured at any time or whether SMFI has knowledge of such effect or change on the date hereof), including any adverse change, event, development, or effect arising from or relating to (a) general business or economic conditions, including such conditions related to the business of GANDTEX and its Subsidiaries, (b) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (c) financial, banking, or securities markets (including any suspension of trading in, or limitation on prices for, securities on the Nevada Stock Exchange, American Stock Exchange, or Nasdaq National Market for a period in excess of three hours or any decline of either the Dow Jones Industrial Average or the Standard &. Poor's Index of 500 Industrial Companies by an amount in excess of 15% measured from the close of business on the date hereof), (d) changes in United States generally accepted accounting principles. (e) changes in law, rules, regulations, orders, or other binding directives issued by any governmental entity, and (f) the taking of any action contemplated by this Agreement and the other agreements contemplated hereby.

"Most Recent Balance Sheet" means the balance sheet contained within the Most Recent Financial Statements.

"Most Recent Financial Statements" has the meaning set forth in §3(g) below.

“Most Recent Fiscal Month End" has the meaning set forth in §3(g) below.

“Most Recent Fiscal Year End” has the meaning set forth in §3(g) below.

“Note” has the meaning set forth in §2(c) below.

"Ordinary Course of Business" means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

"Party" has the meaning set forth in the preface above.

"Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency. or political subdivision thereof).

"Purchase Price" has the meaning set forth in §2(c) below.

“Real Property" means all land, together with all buildings, structures, improvements, and fixtures located thereon, including all electrical, mechanical, plumbing and other building systems, fire protection, security and surveillance systems, telecommunications, computer, wiring, and cable installations, utility installations, water distribution systems, and landscaping, together with all easements and other rights and interests appurtenant thereto.

"Securities Act" means the Securities Act of 1933, as amended.

"Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association. or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons owns a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity's gains or shall be or control any managing director or general partner of such business entity (other than a corporation). The term "Subsidiary" shall include all Subsidiaries of such Subsidiary.

"Tax" or “Taxes" means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits environmental (including taxes under Code §59A), customs duties, capital stock, franchise profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, including any interest, penalty, or addition thereto, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

"Tax Return" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

Basic Transaction.

(a) Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, SMFI through SMFI SUB, agrees to purchase from GANDTEX, and GANDTEX agrees to sell, transfer, convey, and deliver to SMFI SUB, all of the Acquired Assets at the Closing for the consideration specified below in this §2. All of the Acquired Assets will be owned by SMFI SUB, a wholly-owned subsidiary of SMFI.

(b) Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, SMFI agrees to assume and become responsible for the Assumed Liabilities at the Closing. The Parties agree and acknowledge that SMFI will not assume of have any responsibility with respect to any other obligation or Liability of GANDTEX not expressly included within the definition of Assumed Liabilities.

(c) Purchase Price. SMFI agrees to pay to GANDTEX at the Closing ten million (10,000.000) shares of its Series B Convertible preferred Stock (the “Shares” or the “Purchase Price”). The conversion rights and characteristics of the Shares are Paragraph 2 (g) below.

(d) Initial Promissory Note. GANDTEX will issue a promissory note at Closing to SMFI for $25,000 that was loaned to GANDTEX by SMFI on the date of the promissory note as detailed in Exhibit "C" attached herewith.

(e) Second Promissory Note. SMFI will loan its subsidiary holding all of the Acquired Assets the funds necessary to complete the Trials (as defined herein) pursuant to the Budget (as defined below) within 60 days following the Closing Date (as defined herein) in exchange for a Promissory Note in a similar the form of the Initial Promissory Note (the “Secondary Promissory Note", detailed in the attached "Exhibit "D". This Second Promissory Note is conditioned upon the approval of the budget being formulated by James Gandy in concert with SMFI (the "Budget") to complete the protocol required number of animal trials to qualify under applicable Food and Drug Administration ("FDA") rules to conduct human trials, if and as necessary, to commercialize the Acquired Assets, including but not limited to the patent, business plan, and Gandy process as detailed in the "Business Plan" attached hereto as "Exhibit E". The Budget must be approved by SMFI.

(f) Duplitrans License Termination; Transfer of Test Results and Backup Data. As a condition of this acquisition GANDTEX terminate the current License Agreement granted to Duplitrans, Inc., a Texas corporation (“Duplitrans”), and transfer the animal test results conducted so far by GANDTEX and Duplitrans, together with and backup data, to SMFI and SMFI SUB.

(g) Conversion of the Shares. The holders of the Series B Preferred Stock will be able to convert their shares of Series B Preferred Stock into shares of Common Stock of SMFI based upon the percentage of the pro-forma net income projections are reached by SMFI and its subsidiaries during the two (2) year term following the Closing of this Agreement. This calculation will be made by multiplying the percentage of the pro-forma net income projections (detailed in Exhibit “E”) that are achieved by $1.00 per Share. This value per share is then divided by the 90 day trailing average of the Bid price of the common stock of SMFI as quoted by www.otcmarkets.com. The result of this calculation will provide the number of shares of common stock received upon conversion of each share of Preferred Series B stock. The formula of this calculation is:

% of proforma net income projections X $1.00 per share of Preferred B)

Number of Shares of Common Stock upon Conversion per share of Preferred B

90 day trailing average of the price of SMFI as quoted by otcmarkets.com

For example: If SMFI only achieves 50% of its pro-form net income projections and the 90 day trailing average of the price of the common stock of SMFI as quoted by otcmarkets.com is $1.00 per share then the shareholder would only receive .5 shares of common stock for every 1 share of Series B Preferred Stock

(h) Condition of Conversion. As a condition of Conversion of the Shares SMFI SUB, post-acquisition of the Acquired Assets, must meet at least Fifty percent (50%) of the pro-forma net income projections as detailed in the Business Plan as Exhibit “E”.

(i) James Gandy Agreement. James B. Gandy ("Gandy") agrees to enter into an Employment Agreement or Consulting Agreement with SMFI SUB, on terms and conditions as the two Parties may mutually agree, pursuant to which Gandy, together with a representative of SMFI, will supervise the Trials. During the period while are conducting their respective Due Diligence, SMFI shall pay Gandy Five (5) Thousand Dollars for his assistance in assisting SMFI SUB and SMFI in the scheduling of the resumption of the Trials (the “Interim Retainer”). This Interim Retainer shall be paid to Gandy as the parties may mutually agree until the Closing Date and the execution of the definitive Employment/Consulting Agreement between Gandy and SMFI SUB.

(j) SMEI Subsidiary Board of Directors. The board of directors for the SMFI subsidiary holding the Acquired Assets shall be made up of Gandy and the two (2) individuals, one (1) a member of the SMFI Board of Directors and a third to be elected by Gandy and the SMFI Representative.

(k) Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of SMFI on such date as the Parties may mutually determine (the “Closing Date”).

(l) Deliveries at Closing. At the Closing, (i) SMFI will issue the Shares to SMFI SUB (ii) GANDTEX will deliver to SMFI SUB the various certificates, instruments, Exhibits and documents referred to in this Agreement, (iii) SMFI SUB will deliver to GANDTEX the Purchase Price; (iv) GANDTEX will execute or acknowledge (if appropriate), and deliver to SMFI SUB such instruments of sale, transfer, conveyance. and assignment as SMFI and its counsel reasonably may request; and (v) SMFI will execute or acknowledge (if appropriate), and deliver to GANDTEX such instruments of assumption as GANDTEX and its counsel reasonably may request.

(m) Allocation. SMFI shall prepare an allocation of the Purchase Price (and all other capitalized costs) among the Acquired Assets in accordance with Code §1060 and the Treasury regulations thereunder (and any similar provision of state, local or foreign law, as appropriate), which allocation shall be binding upon GANDTEX. SMFI shall deliver such allocation to GANDTEX within 60 days after the Closing Date. SMFI and GANDTEX and their Affiliates shall report, act and file Tax Returns (including, but not limited to Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation prepared by SMFI. GANDTEX shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as SMFI may reasonably request to prepay such allocation. Neither SMFI nor GANDTEX shall take any position (whether in audits, tax returns or otherwise) which is inconsistent with such allocation unless required to do so by applicable Law.

3. GANDTEX’s Representations and Warranties. GANDTEX represents and warrants to SMFI that the statements contained in this §3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §3), except as set forth in any of the Exhibits accompanying this Agreement and initialed by the Parties (each a “Disclosure Schedule”).

(a) Organization of GANDTEX. GANDTEX is a Limited Liability Company duly organized, validly existing, and in good standing under the laws of the state of Texas.

(b) Authorization of Transaction. GANDTEX has full power and authority (including full corporate power or other entity and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the Manager of GANDTEX has duly authorized the execution, delivery, and performance of this Agreement by GANDTEX. This Agreement constitutes the valid and legally binding obligation of GANDTEX, enforceable in accordance with its terms and conditions.

(c) Non-contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in §2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which GANDTEX or any of its Subsidiaries is subject or any provision of the charter or bylaws of GANDTEX or any of its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which GANDTEX or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets). Neither GANDTEX nor any of Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement (including the assignments and assumptions referred to in §2 above).

(d) Brokers’ Fees. GANDTEX has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which SMFI could become Liable or obligated. GANDTEX's Subsidiaries do not have any Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

(e) Title to Assets. GANDTEX and its Subsidiaries, if any, have good and marketable title to, or a valid leasehold interest in, the properties and assets used by them, located on their premises, or shown on the Most Recent Balance Sheet or acquired after the date thereof, free and clear of all Liens, except for properties and assets disposed of in the Ordinary Course of Business since the date of the Most Recent Balance Sheet. Without limiting the generality of the foregoing, GANDTEX has good and marketable title to all of the Acquired Assets, free and clear of any Liens or restriction on transfer.

(f) Subsidiaries. Exhibit “F” sets forth for GANDTEX, and all of its Subsidiaries, if any (i) its name and jurisdiction of incorporation. (ii) the number of Membership Interests or shares of authorized capital stock of each class of its capital stock, as the case may be, (iii) the number of issued and outstanding Membership Interests or shares of each class of its capital stock, the names of the holders thereto, and the number of shares held by each such holder, (iv) the number of Membership Interests or shares of its capital stock held in treasury, and (v) its directors and officers. Each Subsidiary of GANDTEX is a Limited Liability Company duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. GANDTEX, for itself and for each Subsidiary, represents that it is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. GANDTEX, for itself and for each Subsidiary, represents that it has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

(g) Financial Statements. Attached hereto as Exhibit “G” are the following financial statements (collectively the “Financial Statements”); (i) unaudited consolidating balance sheets and statements of income for GANDTEX and its Subsidiaries, if any, as of and for the fiscal years from inception through the fiscal year ended December 31, 2015 (the “Most Recent Fiscal Year End”); and (ii) unaudited consolidated and consolidating balance sheets and statements of income, changes in

stockholders’ equity, and cash flow (the “Most Recent Financial Statements”) as of and for the one month ended June 30, 2016 (the “Most Recent Fiscal Month End”). The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition of GANDTEX and its Subsidiaries, if any, for such periods. are correct and complete, and are consistent with the books and records of GANDTEX and their Subsidiaries, if any (which books and records are correct and complete).

(h) Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, there has not been any Material Adverse Change. Without limiting the generality of the foregoing, since that date:

(i) neither GANDTEX nor any of its Subsidiaries has sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;

(ii) neither GANDTEX nor any of its Subsidiaries has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $50,000 or outside the Ordinary Course of Business;

(iii) no party (including GANDTEX and any of its Subsidiaries) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $50,000 to which GANDTEX or any of its Subsidiaries is a party or by which any of them is bound;

(iv) neither GANITIEX nor any of its Subsidiaries has imposed or permitted to exist any Lien upon any of its assets, tangible or intangible;

(v) neither GANDTEX nor any of its Subsidiaries has made any capital expenditure (or series of related capital expenditures) either involving more than $50,000 or outside the Ordinary Course of Business;

(vi) neither GANDTEX nor any of its Subsidiaries has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $50,000 or outside the Ordinary Course of Business;

(vii) neither GANDTEX nor any of its Subsidiaries has issued any note, bond or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $25,000 singly or $50,000 in the aggregate;

(viii) neither GANDTEX nor any of its Subsidiaries has delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;

(ix) neither GANDTEX nor any of its Subsidiaries has cancelled, compromised, waived. or released any right or claim (or series of related rights and claims) either involving more than $50,000 or outside the Ordinary Course of Business;

(x) neither GANDTEX nor any of its Subsidiaries has transferred, assigned, or granted any license or sublicense of any tights under or with respect to any Intellectual Property;

(xi) there has been no change made or authorized in the charter or bylaws of GANDTEX or any of its Subsidiaries;

(xii) neither GANDTEX nor any of its Subsidiaries has issued, sold, or otherwise disposed of any of its capital steel, or panted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock;

(xiii) neither GANDTEX nor any of its Subsidiaries has declared., set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock;

(xiv) neither GANDTEX nor any of its Subsidiaries has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property;

(xv) neither GANDTEX nor any of its Subsidiaries has made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business;

(xvi) neither GANDTEX nor any of its Subsidiaries has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;

(xvii) neither GANDTEX nor any of its Subsidiaries has granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business:

(xviii) neither GANTEX nor any of its Subsidiaries has adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan);

(xix) neither GANDTEX nor any of its Subsidiaries has made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business;

(xx) neither GANDTEX nor any of its Subsidiaries has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business:

(xxi) neither GANDTEX nor any of its Subsidiaries has paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses GANDTEX has incurred or may incur in connection with this Agreement and the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing;

(xxii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving GANDTEX or any of its Subsidiaries;

(xxiii) neither GANDTEX nor any of its Subsidiaries has discharged a material Liability or Lien outside the Ordinary Course of Business;

(xxiv) neither GANDIEX nor any of its Subsidiaries has made any loans or advances of money,

(xxv) neither GANDTEX nor any of its Subsidiaries has disclosed any Confidential Information; and

(xxvi) neither GANDTEX nor any of its Subsidiaries has committed to any of the foregoing.

(i) Undisclosed Liabilities. Neither GANDTEX nor any of its Subsidiaries has any Liability (and there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability), except for (i) Liabilities set forth on the face of the Most Recent Balance Sheet and (ii) Liabilities which have arisen after the Most Recent Fiscal Month End in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law).

(j) Legal Compliance. GANDTEX, each of its Subsidiaries, and their respective predecessors and Affiliates has complied with all applicable laws of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

(k) Tax Matters.

(i) GANDTEX and each of its Subsidiaries has timely filed all Tax Returns that it was required to file. All such Tax Returns were correct and complete in all respects. All Taxes owed by GANDTEX or any of its Subsidiaries (whether or not shown or required to be shown on any Tax Return) have been paid. Neither GANDTEX nor any of its Subsidiaries currently is the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where GANDTEX or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Liens on any of the assets of GANDTEX and any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax.

(ii) GANDTEX and each of its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, auditor, Member, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed.

(iii) No GANDTEX Member, and no director or officer or employee responsible for Tax matters) of GANDIEX or any Subsidiary expects any authority to assess any additional Taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Tax Liability of GANDTEX and any of its Subsidiaries either (A) claimed or raised by any authority in writing or (B) as to which any of GANDTEX Stockholders and the directors and officers (and employees responsible for Tax matters) of GANDTEX or its Subsidiaries has Knowledge based upon personal contact with any agent of such authority. §3(k) of the Disclosure Schedule lists all federal, state, local, and foreign income Tax Returns filed with respect to GANDTEX and any of its Subsidiaries for taxable periods ended on or after December 31. 2015.

(iv) Neither GANDTEX nor any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(v) The unpaid Taxes of GANDTEX and its Subsidiaries (A) did not, as of the Most Recent Fiscal Month End, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of GANDTEX and its Subsidiaries in filing their Tax Returns.

(l) Real Property.

(i) GANDTEX does not own or hold any equitable interest in any Real property.

(ii) GANDTEX has provided, or will provide to SMFI before the Closing Date each Lease to which GANDTEX is subject With respect to each such Lease:

(A) such Lease is legal, valid, binding, enforceable and in full force and effect;

(B) the transaction contemplated by this Agreement does not require the consent of any other party to such Lease, will nor result in a breach of or default under such Lease, and will not otherwise cause such Lease to cam to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing;

(C) neither GANDTEX nor any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease;

(D) the other party to such Lease is not an Affiliate of and otherwise does not have any economic interest in, GANDTEX: and

(E) GANDTEX has not subleased, licensed or otherwise grunted any Person the right to use or occupy the real property, facilities, office space, or any portion thereof that is the subject of the Lease.

(m) Intellectual Property.

(i) GANDTEX and its Subsidiaries own or possess or has the right to use pursuant to a valid and enforceable, written license, sublicense, agreement, or permission all Intellectual Property necessary for the operation of the business of GANDTEX and its Subsidiaries as presently conducted. Each item of Intellectual Property owned or used by GANDTEX or its Subsidiaries immediately prior to the Closing hereunder will be owned or available for use by SMFI on identical terms and conditions immediately subsequent to the Closing hereunder. GANDTEX and its Subsidiaries have taken all necessary action to maintain and protect each item of Intellectual Property that it owns or uses.

(ii) Neither GANDTEX nor any of its Subsidiaries have interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of third parties, and no stockholder of GANDTEX, or any director or officer (or employee with responsibility for Intellectual Property matters) of GANDTEX or any of its Subsidiaries has ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that GANDTEX or its Subsidiaries must license or refrain from using any Intellectual Property rights of any third party).

(n) Contracts. Exhibit H attached hereto lists the following contract's and other agreements to which GANDTEX or any of its Subsidiaries is a party, which cannot be terminated at or within thirty (30) days following the Closing Date:

(i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $50,000 per annum;

(ii) any agreement (or group of related agreements) for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to GANDTEX or any of its Subsidiaries, or involve consideration in excess of $25,000;

(iii) any agreement concerning a partnership or joint venture;

(iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Lien On any of its assets, tangible or intangible;

(v) any agreement concerning confidentiality or non-competition;

(vi) any agreement involving any of GANDTEX Members and their Affiliates (other than GANDTEX and its Subsidiaries);

(vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees;

(viii) any agreement for the employment of any individual on a full-time, part-time, consulting. or other basis providing annual compensation in excess of $75,000 or providing severance benefits;

(ix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary Course of Business;

(x) any agreement under which the consequences of a default or termination could have a Material Adverse Effect;

(xi) any agreement under which GANDTEX or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $25,000; or

(xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $25,000.

GANDTEX has delivered to SMFI a correct and complete copy of each written agreement listed in Exhibit “H” (as may be amended subsequent to the date hereof but in no event following Closing) and a written summary setting forth the terms and conditions of each oral agreement, if any, to which GANDTEX or any of its Subsidiaries are a party. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in §2 above); (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

(o) Notes and Accounts Receivable. All notes and accounts receivable of GANDTEX and its Subsidiaries are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their rewarded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of GANDTEX and its Subsidiaries.

(p) Powers of Attorney. There are no outstanding powers of attorney executed behalf of GANDTEX or any of its Subsidiaries.

(q) Insurance. §3(q) of the Disclosure Schedule sets forth the following information with respect to each insurance policy (including policies providing property, casualty, liability, and workers’ compensation coverage and bond and surety arrangements) to which GANDTEX or any of its Subsidiaries has been a party, a named insured, or otherwise the beneficiary of coverage at any time within the past 5 years:

(i) the name, address, and telephone number of the agent;

(ii) the name of the insurer, the name of the policyholder, and the name of each covered insured;

(iii) the policy number and the period of coverage:

(iv) the scope (including an indication of whether the coverage was on a claims made, occurrence, or other basis) and amount (including a description of how deductibles and ceilings are calculated and operate) of coverage; and

(v) a description of any retroactive premium adjustments or other loss-sharing arrangements.

With respect to each such insurance policy: (A) the policy is legal, valid, binding. enforceable, and in full force and effect (B) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in §2 above); (C) neither GANDTEX nor any of its Subsidiaries nor any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination, modification, or acceleration, under the policy; and (D) no party to the policy has repudiated any provision thereof GANDTEX and each of its Subsidiaries has been covered during the past 5 years by insurance in scope and amount customary and reasonable for the businesses in which it has engaged during the aforementioned period. §3(q) of the Disclosure Schedule describes any self-insurance arrangements affecting GANDTEX or any of its Subsidiaries.

(r) Litigation. Exhibit “I” attached hereto sets forth each instance in which GANDTEX or any of its Subsidiaries (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (ii) is a party or, to the Knowledge of any GANDTEX Stockholder or any director or officer (or employee with responsibility for litigation matters) of GANDTEX or its Subsidiaries, is threatened to be made a party to any action, suit, proceeding, bearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator. None of the actions, suits, proceedings, hearings, and investigations set forth in §3(r) of the Disclosure Schedule could result in any Material Adverse Change. No GANDTEX Stockholder and no director or officer (or employee with responsibility for litigation matters) of GANDTEX or any Subsidiary has any reason to believe that any such action, suit, proceeding, hearing, or investigation may be brought or threatened against GANDTEX or any of its Subsidiaries or that there is a basis for the foregoing.

(s) Employees. To the Knowledge of any GANDTEX Stockholder or any director or officer (or employee with responsibility for employment matters) of GANDTEX or its Subsidiaries, no executive, key employee, or group of employees has any plans to terminate employment with GANDTEX or any of its Subsidiaries. Neither GANDTEX nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, nor has any of them experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. Neither GANDTEX nor any of its Subsidiaries has committed any unfair labor practice. No GANDTEX Stockholder and no director or officer (or employee

with responsibility for employment matters) of GANDTEX or any Subsidiary has any Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of GANDTEX or any of its Subsidiaries.

(t) Employee Benefits. Neither GANDTEX nor any of its Subsidiaries has contributed to, maintains, or has any obligation in respect of any Employee Benefit Plan.

(u) Guaranties. Neither GANDTEX nor any of its Subsidiaries is a guarantor or otherwise is liable for any Liability or obligation (including indebtedness) of any other Person.

(v) Environmental, Health and Safety Matters. GANDTEX, each of its Subsidiaries, and their respective predecessors and Affiliates has complied and is in compliance with all Environmental, Health, and Safety Requirements.

(w) Certain Business Relationships With GANDTEX and Its Subsidiaries. Neither GANDTEX Members nor any of their Affiliates, including the GANDTEX Members, directors, officers, employees, and GANDTEX’s Subsidiaries’ Members, directors, officers, employees, and Members/shareholders has been involved in any business arrangement or relationship with GANDTEX or any of its Subsidiaries within the past 12 months, and none of GANDTEX Members and their Affiliates, GANDTEX directors, officers, employees and Members, and GANDTEX’s Subsidiaries’ directors, officers, employees, and Member/shareholders owns any asset, tangible or intangible, which is used in the business of GANDTEX or any of its Subsidiaries.

(x) Disclosure The representations and warranties contained in this §3 do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this §3 not misleading.

4. SMFI Representations and Warranties. SMFI represents and warrants to GANDTEX (and to GANDTEX Stockholders for purposes of the Agreement with GANDTEX Stockholders) that the statements contained in this §4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §-4), except as set forth herein, or in Exhibits provided to GANDTEX subsequent to the date hereof but prior to the Closing.

(a) Organization of SMFI. SMFI is a corporation duly organized, validly existing, and in good standing under the laws of Florida.

(b) Authorization of Transaction. SMFI has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation or SMFI, enforceable in accordance with its terms and conditions. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by SMFI.

(c) Non-contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in §2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which SMFI is subject or any provision of its charter, bylaws, or other governing documents or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which SMFI is a party or by which it is bound or to which any of its assets is subject. SMFI does not need to give any notice to, make any filing with, or obtain any authorization consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement (including the assignments and assumptions referred to in §2 above).

(d) Brokers’ Fees. SMFI has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which GANDTEX could become liable or obligated.

5. Pre-Closing Covenants. The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

(a) General. Each of the Parties will use its best efforts to take all action and to do all things necessary, proper, or advisable m order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the Closing conditions set forth in §6 below).

(b) Notices and Consents. GANDTEX will give (and will cause each of its Subsidiaries to give) any notices to third parties, and GANDTEX will use its reasonable best efforts (and will cause each of its Subsidiaries to use its reasonable best efforts) to obtain any third party consents or acknowledgements, as the case may require, referred to in §3(c) above and the items set forth herein or in the Exhibits hereto. Each of the Parties will (and GANDTEX will cause each of its Subsidiaries to) give any notices to, make any filings with, and use his, her, or its reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in §3(c) and §4(c) above.

(c) Operation of Business. GANDTEX will not (and will not cause or permit any of its Subsidiaries to) engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing, GANDTEX will not (and will not cause or permit any of its Subsidiaries to) (i) declare, set aside, or pay any dividend or make any distribution with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock, (ii) pay any amount to any third party with respect to any Liability or obligation (including any costs and expenses (GANDTEX has incurred or may incur in connection with this Agreement and the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing, or (iii) otherwise engage in any practice, take any action, or enter into any transaction of the sort described in §3(b) above.

(d) Preservation of Business. GANDTEX will keep (and will cause each of its Subsidiaries to keep) its business and properties substantially intact, including its present operations, physical facilities, working conditions, insurance policies, and relationships with lessors, licensors, suppliers, customers, and employees.

(e) Full Access. GANDTEX will permit (and will cause each of its Subsidiaries to permit) representatives of SMFI to have full access to all premises, properties, personnel, books, records (including Tax records), contracts, and documents of or pertaining to GANDTEX and each of its Subsidiaries.

(f) Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in §3 and §4 above. No disclosure by any Party pursuant to this §5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

(g) Exclusivity. GANDTEX will not (and GANDTEX will not cause or permit any of its Subsidiaries to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition of any capital stock or other voting securities, or any substantial portion of the assets, of GANDTEX or any of its Subsidiaries (including any acquisition structured as a merger, consolidation, or share exchange) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or

attempt by any Person to do or seek any of the foregoing. GANDTEX will notify SMFI immediately if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.

(h) Leases. Neither GANDTEX nor any of its Subsidiaries shall amend, modify, extend, renew or terminate any Lease, nor shall GANDTEX or any of its Subsidiaries enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property, without the prior written consent of SMFI.

Conditions to Obligation to Close.

(a) Conditions to SART Obligation. SMFI obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(i) the representations and warranties act forth in §3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date;

(ii) GANDTEX shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as "material" and "Material Adverse Effect," in which case GANDTEX shall have performed and complied with all of such covenants in all respects through the Closing;

(iii) GANDTEX and its Subsidiaries shall have procured all of the third party consents specified in §5(b) above, including but not limited to the termination of any and all licenses or other granted rights for the use or development of the Acquired Assets.

(iv) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of SMFI to own the Acquired Assets and to proceed with the Trials;

(v) GANDTEX shall have delivered to SMFI a certificate to the effect that each of the conditions specified above in §6(a)(i)-(iv) is satisfied in all respects;

(vi) SMFI shall have obtained on terms and conditions reasonably satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of the acquired businesses after the Closing;

(vii) all actions to be taken by GANDTEX in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to SMFI;

SMFI may waive any condition specified in this §6(a) if it executes a writing so stating at or prior to the closing

(b) Conditions to GANDTEX's Obligation. GANDTEX’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(i) the representation and warranties set forth in §4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as “material” and “Material Adverse Effect;” in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date;

(ii) SMFI shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by teams such as “material” and “Material Adverse Effect,” in which case SMFI shall have performed and complied with all of such covenants in all respects through the Closing;

(iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);

(iv) all actions to be taken by SMFI in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to GANDTEX.

GANDTEX may waive any condition specified in this §fi(b) if it executes a writing so stating at or prior to the Closing.

Termination.

(a) Termination of Agreement. Certain of the Parties may terminate this Agreement as provided below:

(i) SMFI and GANDTEX may terminate this Agreement by mutual written consent at any time prior to the Closing:

(ii) SMFI may terminate this Agreement by giving written notice to GANDTEX on or before the 30th day following the date of this Agreement if SMFI is not reasonably satisfied with the Budget the conditions of the termination of the license with Duplitrans or any Lease or other contractual rights to the Acquired Assets, or the results of its continuing due diligence as to the activities of GANDTEX and the business, legal, and accounting regarding GANDTEX and its Subsidiaries:

(iii) SMFI may terminate this Agreement by giving written notice to GANDTEX at any time prior to the Closing (A) in the event GANDTEX has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, SMFI has notified GANDTEX of the breach, and the breach has continued without cure for a period of 30 days after the notice of breach or (B) if the Closing shall not have occurred on or before November 30, 2016, by reason of the failure any condition precedent under §6(a) hereof (unless the failure results primarily from SMFI itself breaching any representation, warranty, or covenant contained in this Agreement); and

(iv) GANDTEX may terminate this Agreement by giving written notice to SMFI at any time prior to the Closing (A) in the event SMFI has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, GANDTEX has notified SMFI of the breach, and the breach has continued without cure for a period of 30 days after the notice of breach or (B) if the Closing shall not have occurred on or before September 30, 2016, by reason of the failure of any condition precedent under §6(b) hereof (unless the failure results primarily from GANDTEX itself breathing any representation, warranty, or covenant contained in this Agreement).

(b) Effect of Termination. If any Party terminates this Agreement pursuant to §7(a) above, all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party (except for any Liability of any Party then in breach).

Miscellaneous.

(a) Survival of Representations and Warranties. All of the representations and warranties of the Parties contained in this Agreement shall survive the Closing hereunder as and to the extent provided in this Agreement.

(b) Press Releases and Public Announcements. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement prior to the Closing without the prior written approval of the other Party; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable Law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing Party will use its reasonable best efforts to advise, the other Party prior to making the disclosure).

(c) No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties; and their respective successors and permitted assigns.

(d) Entire Agreement. This Agreement, (including the documents referred to herein) constitutes the entire agreement between the Parties and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

(e) Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that SMFI may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases SMFI nonetheless shall remain responsible for the performance of all of its obligations hereunder).

(f) Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(g) Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

(h) Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request., demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) one business day after being sent to the recipient by reputable overnight courier service (charges prepaid), (iii) one business day after being sent

to the recipient by facsimile transmission or electronic mail, or (iv) four business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:

To SMFI and SMFI SUB:

SmooFi Inc.

Attn: Sean Clarke

1031 Calle Recodo

Suite B

San Clemente, CA

Tel: (949) 973-0684

Email: infogsmnoli.corn

With Copy To:

Fred G. Luke

Tel:

Email:

To GANDTEX:

GandTex Inc.

Attn: James Gandy

Tel:

Email:

Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth.

(i) Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada.

(j) Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by SMFI and GANDTEX. GANDTEX may consent to any such amendment at any time prior to the Closing with the prior authorization of its board of directors; provided, however, that any amendment effected after GANDTEX have approved this Agreement will be subject to the restrictions contained in the Nevada Revised Statutes of the State of Nevada. No waiver by any Party of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such default, misrepresentation, or breach of warranty or covenant.

(k) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending tam or provision in any other situation or in any other jurisdiction.

(l) Expenses. Each of SMFI, SMFI SUB and GANDTEX, and their Subsidiaries will bear his, her, or its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby; provided, however, that GANDTEX shall also bear the costs and expenses of GANDTEX and its Subsidiaries (including all of their legal fees and expenses) in connection with this Agreement and the transactions contemplated hereby in the event that the transactions contemplated by this Agreement are consummated. Without limiting the generality of the foregoing, all transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with the consummation of the transactions contemplated by this Agreement shall be paid by GANDTEX when due, and GANDTEX will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable law, the Parties will, and will cause their Affiliates to, join in the execution of any such Tax Returns and other documentation.

(m) Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. Nothing in this Agreement or the Exhibits shall be deemed adequate to disclose an exception to a representation or warranty made herein unless such disclosure identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other items itself). The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant.

(n) Incorporation of Exhibits and Schedules. The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

(o) Specific Performance. Each Party acknowledges and agrees that the other Party would be damaged irreparably in the event any provision of this Agreement not performed in accordance with its specific terms or otherwise is breached, so that a Party shall be entitled to injunctive relief to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in addition to any other remedy to which such Party may be entitled, at law or in equity. In particular, the Parties acknowledge that the business of GANDTEX and its Subsidiaries is unique and recognize and affirm that in the event GANDTEX Stockholders breach this Agreement, money damages would be inadequate and SMFI would have no adequate remedy at law, so that SMFI shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and the other Parties’ obligations hereunder not only by action for damages but also by action for specific performance, injunctive, and/or other equitable relief.

(p) Submission to Jurisdiction. Each of the Parties submits to the jurisdiction of any state or federal court sitting in Nevada in any action or proceeding arising out of or relating in this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court.

(q) Indemnity Agreement. GANDTEX will indemnify SMFI against any disclosed or undisclosed liabilities pursuant to a separate indemnity agreement between the parties.

(r) Ancillary Document. The Parties agree that all ancillary agreements necessary for the closing, of this Agreement will not be unreasonably withheld including but not limited to all shareholder and director consents, bill of sale, title transfers, license transfers, and due diligence production.

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