2. PURCHASE AND SALE OF STOCK .  

2.2 Time and Place of Closing.  

2.3 Instruments of Conveyance.  

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4. REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS AND COMPANY  

The Company and, solely with respect sections 4.1 through 4.3 inclusive and 4.18 (relating to investor status) hereof, each Seller (for himself/herself/itself on a several and not joint basis) hereby represent and warrant to Purchaser as follows:

4.1 Execution, Delivery and Performance of Agreement . The Company and, with respect to each Seller, such Seller has the power and authority to execute, deliver and perform fully his and its obligations under this Agreement. 

4.2 Title to Membership Interests . Each Seller is the record and beneficial owner of the Membership Interests set forth opposite his/her/its name on the respective Seller’s Signature page attached hereto. The Membership Interests to be delivered by Seller to Purchaser pursuant to this Agreement will be, when delivered by appropriate instruments of assignment and assumption, duly authorized, validly issued, fully paid and nonassessable, and will be free and clear of all Encumbrances, under Article 8 of the Uniform Commercial Code or otherwise. 

4.3 Enforceability . The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of each Seller and the Company and constitute the valid and legally binding obligations of each Seller and the Company enforceable against them in accordance with its terms. 

The Company and each Principal Shareholder (for himself/herself/itself) hereby represent and warrant to Purchaser as follows:

4.4 No Conflict . Neither the execution of this Agreement, nor the performance by the Principal Shareholders or the Company of their respective obligations hereunder will violate or conflict with any agreement by which any Principal Shareholder or the Company, respectively, is bound, or any applicable Law or Order. 

4.5 Consents . No consent of any third party or Governmental Authority is required in connection with the execution and delivery by the Principal Shareholder or the Company of this Agreement and/or the consummation of the transactions contemplated hereby. 

4.6 Existence, Good Standing and Authority . The Company is a Delaware limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has full power and authority to own, operate, or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. 

4.7 Base Balance Sheet. The Company shall deliver a balance sheet of the Company, prepared by its duly authorized financial officer, at least five days before the Closing and dated as of June 30, 2017 (the “Base Balance Sheet”). The Base Balance Sheet has been prepared by the Company in good faith and in a manner that fairly presents the financial condition of the Company, but has not been prepared in accordance with GAAP. In preparing the financial statements, the following provisions shall apply:

(a) Consistency. The same accounting principles, practices, procedures and policies that have been used by the Company historically in preparing the Company’s financial statements shall be used in preparing the Base Balance Sheet, and the computational methods and assumptions used in preparing the Company’s financial statements shall be used in the preparation of the Base Balance Sheet.

4.8 Financial Statements . The Base Balance Sheet is complete and correct and fairly presents the financial position of the Company as of the date thereof. Such Base Balance Sheet has been prepared in accordance with accounting principles, practices, procedures and policies consistently applied throughout the periods involved and prior periods, except for the omission of footnotes otherwise required by GAAP in the case of interim financial statements. The books and records of the Company are adequate to enable a PCAOB registered auditor to render an audit opinion on the Company’s historical financial statements.  

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(a) Schedule 4.12 hereto is a true, correct and complete list of all the Members of the Company, including the number of Membership Interests and percentage interest of the Company owned by each Member of the Company. The issuance of all of the issued and outstanding Membership Interests was duly authorized and all such interests are fully paid and nonassessable, were issued in compliance with applicable Federal and state securities laws, and were not issued in violation of any person’s preemptive rights. There are no Membership Interests of the Company reserved for any purpose.

(b) There are no (i) outstanding or authorized subscriptions, warrants, options or other rights granted by the Company or any Principal Shareholder to purchase or acquire, or preemptive rights with respect to the issuance or sale of, the Membership Interests of the Company, or which obligate or may obligate the Company to issue any additional Membership Interests or any securities convertible into or evidencing the right to subscribe for any Membership Interests, (ii) other securities of the Company directly or indirectly convertible into or exchangeable for Membership Interests of the Company, (iii) “phantom” interests, appreciation rights or agreements or similar rights or agreements which are intended to confer on any person rights similar to any rights accruing to owners of Membership Interests, (iv) agreements relating to the voting of the Company’s Membership Interests, (v) restrictions on the transferability of the Company’s Membership Interests (by agreement, Organizational Documents, statute or otherwise), or (vi) other agreements among the Principal Shareholders or any other person relating to the Membership Interests.

4.13 Conduct of business; Absence of Certain Changes.  

Since the Base Balance Sheet Date, the Company has conducted its business only in the Ordinary Course of Business and, whether or not in the Ordinary Course of Business, there has not been any Material Adverse Change with respect to the Company. In addition to the foregoing since the Base Balance Sheet Date there has not been:

(a) any contingent liability incurred by the Company, as guarantor or otherwise, with respect to the obligations of others;

(b) any Encumbrance placed on any of the properties of the Company which remains in existence on the date hereof;

(c) any obligation or liability incurred by the Company other than obligations and liabilities incurred in the Ordinary Course of Business consistent with past practice (none of which is a claim for breach of contract, breach of duty, breach of warranty, tort or infringement of an Intellectual Property Right);

(d) any sale or other disposition, or any agreement or other arrangement for the sale or other disposition, of any of the properties or assets of the Company other than in the Ordinary Course of Business;

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4.19 Intellectual Property Rights . All rights of ownership of, or material licenses to use, Intellectual Property Rights held by the Company are listed on Schedule 4.19 hereto. There are no material Intellectual Property Rights, other than those set forth on Schedule 4.19 , necessary to, or regularly used in, the conduct of the business of the Company as presently conducted or as presently proposed to be conducted. 

(a) Except as set forth on Schedule 4.19 , all statutory Intellectual Property Rights (other than copyright matters) required to be listed in Schedule 4.19 :

(i) have been duly registered, filed in, or issued by, the United States Patent and Trademark Office, or the corresponding offices of other countries identified on said schedule;

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(ii) have been properly maintained and renewed in accordance with all applicable laws and regulations in the United States and such foreign countries;

(iii) in the case of copyrightable works of authorship, were developed and authored as original works of authorship either by full-time employees of the Company within the normal scope of their duties as works for hire, or by third persons as works for hire under an express written agreement so stating or under a written agreement expressly transferring and assigning all rights to the Company;

(iv) in the case of patents or patent applications, have been duly assigned to the Company and such assignment(s) have been recorded with the appropriate Governmental Authorities; and

(v) are freely transferable (except as otherwise required by Law).

(b) All Intellectual Property Rights required to be listed on Schedule 4.19 , whether or not statutorily created:

(i) are owned exclusively by the Company, free and clear of any licenses, sub-licenses or Encumbrances, such that no other person has any right or interest in or license to use or right to license others to use any of the Intellectual Property Rights, other than as disclosed on Schedule 4.19 and non-exclusive licenses to customers in the Ordinary Course of Business or have been validly licensed to the Company under license agreements permitting their current use; and

(ii) are not subject to any outstanding Court Order.

(c) All licenses and other agreements pursuant to which any Intellectual Property Rights, including any computer software, are licensed to or used by the Company are valid, binding and enforceable, and there does not exist under any such license or agreement a default or event or condition which, after notice or lapse of time or both, would constitute a default by any party thereto.

(d) No Proceeding to which the Company is a party has been commenced which (i) challenges the rights of the Company in respect of the Intellectual Property Rights listed on Schedule 4.19 , or (ii) charges the Company with infringement of any other person’s Intellectual Property Rights. To the Knowledge of the Company and the Principal Shareholders, no such Proceeding has been threatened, nor has any such Proceeding to which the Company is not a party been filed or threatened to be filed.

(e) To the Knowledge of the Company or the Principal Shareholders (based on the Company’s review of competitive products of the last two years), the Company is not infringing upon any Intellectual Property Rights of any other person. To the Knowledge of the Company and the Principal Shareholders, none of the Intellectual Property Rights listed on Schedule 4.19 is being infringed by any other person.

(f) No director, officer, employee or Member of the Company owns, directly or indirectly, in whole or in part, any Intellectual Property right which the Company has used, is presently using, or the use of which is reasonably necessary to its business as now conducted or presently contemplated to be conducted.

(g) In addition to the Intellectual Property Rights described above, the Company has the right to use, free and clear of any claims or rights of others, all Trade Secrets required for or used in the manufacture or marketing of all products formerly or presently produced by the Company, including products licensed from others. The Company has disclosed to Buyer all written documentation relating to its Trade Secrets and has adopted measures adequate to protect its Trade Secrets.

(h) Copies of all forms of confidentiality, nondisclosure and similar agreements related to Intellectual Property Rights to which the Company is a party or which benefit the Company have been or will be on or before the Closing Date, delivered to the Purchaser, and all such agreements are valid, binding and enforceable against the parties thereto and there are no defaults or conditions which, after notice or lapse of time or both, would constitute a default by the Company, or to the Knowledge of Company or Seller, by any party thereto.

4.20 Company Assets. Schedule 4.20 sets forth a true, correct and complete list of all the Company’s material contracts and tangible and intangible material assets, including, but not limited to, Internet domain names, websites, and filed and issued patents. 

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5. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.  

The Purchaser hereby represents and warrant to each Seller as follows:

5.1 Existence and Good Standing . The Purchaser is a Nevada Corporation, duly formed, validly existing and in good standing under the laws of the state of Nevada. 

5.2 Execution, Delivery and Performance of Agreement . The Purchaser has the power and authority to execute, deliver and perform fully its obligations under this Agreement.  

5.3 Enforceability . The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Purchaser and constitute the valid and legally binding obligations of the Purchaser, enforceable against it in accordance with its terms. 

5.4 No Conflict . Neither the execution of this Agreement, nor the performance by the Purchaser of its obligations hereunder will violate or conflict with the Purchaser’s organizational documents, or any applicable Law or Order. 

5.5 Consents . No consent of any third party or Governmental Authority is required in connection with the execution and delivery by the Purchaser of this Agreement and/or the consummation of the transactions contemplated hereby. 

5.6 SEC Reporting . The Purchaser is in compliance in all material respects with all informational reporting requirements to which it is subject under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and the rules and regulations promulgated thereunder (the “ Exchange Act Rules ”). All periodic and other reports required by the Purchaser to be filed with the Securities and Exchange Commission (the “SEC”) under the Exchange Act and the Exchange Act Rules (the “ Purchaser’s SEC Reports ”) have been filed with the SEC comply as to form with the Exchange Act and the Exchange Act Rules. None of the Purchaser’s SEC Reports contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements herein or therein not misleading. 

5.7 Bad Actor Representation . The Purchaser represents and warrants that the statements set forth in Schedule 5.7 are true and accurate in all respects with respect to the Purchaser and each of its directors and officers, and, to the knowledge of the Purchaser, with respect to owners of 20% or more in voting power of its capital stock (collectively, “ Purchaser Persons ”). 

5.9 Disclosure of Material Information. Neither this Agreement, any Schedule, any exhibit, document or certificate delivered by or on behalf of the Purchaser pursuant hereto contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements herein or therein not misleading.  

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6.6 Negative Covenants with Respect to Ordinary Course of Business.  

Between the date of this Agreement and the Closing, the Company will:

(a) refrain from making any purchase, sale or disposition of any asset or property of the Company and from mortgaging, pledging or, subjecting to any encumbrance any of its properties or assets;

(b) refrain from entering into any contract or commitment;

(c) refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligations or;

(d) refrain from entering into any material agreement or amending or terminating any material contract, agreement or license to which it is a party or waiving or releasing any material right or claim;

(e) refrain in from making any change or incurring any obligation to make a change in its organizational documents or any other of its securities, including warrants and options;

(f) refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of Membership Interests, or making any direct or indirect redemption, purchase or other acquisition of Membership Interests, of any Seller;

(g) refrain from entering into any employment contract or making any change in the compensation payable or to become payable to any of its officers, employees or agents;

(h) refrain from instituting, terminating, changing or making any representations, either oral or written, to increase or change any benefit plan or adopting any new benefit plan;

(i) refrain from making any change in accounting methods or practices;

(j) refrain from prepaying any loans from its members, officers or directors (if any) or making any change in its borrowing arrangements;

(k) refrain from merging, consolidating or reorganizing with, or acquiring, any entity;

(l) refrain from agreeing to any audit assessment by any Governmental Authority or filing any Tax Return, or amendment thereto, unless copies of such Tax Returns have been delivered to the Company’s CFO for review and approval prior to filing, or from revoking any tax election or making any agreement or settlement related to Taxes with any Governmental Authority;

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6.7 Notification of Breach of Representations and Warranties.  

Promptly upon the Company having knowledge thereof, it shall advise the Purchaser in writing of (i) any material adverse change with respect to Company; (ii) any event, condition or circumstance occurring from the date hereof until the Closing Date that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (iii) any event, occurrence, transaction or other item that would have been required to be disclosed herein or delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and the Company shall use its best efforts to prevent or promptly remedy the same.

6.8 Consummation of Agreement.  

The Company, the Purchaser and the Sellers shall use their best efforts to perform and fulfill all conditions and obligations on their respective part to be performed and fulfilled under this Agreement, to the end that the transactions contemplated by this Agreement shall be fully carried out. To this end, the Company and the Purchaser will obtain all necessary authorizations or approvals, including those of the Members, Managers and Board of Directors of the Company and the Purchaser, as applicable.

6.10 Exclusive Dealing.  

(a) Until such time as this Agreement is terminated in accordance with its terms, none of the Company, the Sellers, nor any of the Company’s directors, officers, employees or Representatives will, directly or indirectly: (i) encourage, solicit, initiate, engage (including by way of furnishing or disclosing information) or participate in any negotiations with any third person or entity (other than the Purchaser) concerning any merger, consolidation or other business combination involving the Company or acquisition of any portion of its assets or business (other than in the ordinary course of business), or encourage, solicit, initiate or entertain inquiries or proposals concerning, or which could reasonably be expected to lead to, any of the foregoing (an “Acquisition Transaction”); or (ii) negotiate or take any other action intended or designed to facilitate the efforts of any third person or entity (other than Purchaser) relating to a possible Acquisition Transaction, or (ii) enter into any arrangements, agreements or understanding requiring the Company or any Seller to abandon, terminate or fail to consummate the transactions contemplated by this Agreement.

(b) The Company will immediately notify the Purchaser regarding any contact between the Company or any of its Members, officers, directors or Representatives and any other person regarding any such offer or proposal or any related inquiry.

6.11 Further Assurances . After the date hereof, at the reasonable request of the other party, each Seller, Company and Purchaser shall execute and deliver or cause to be executed and delivered to the other party such documents or other instruments as required by this Agreement, in order to implement the transactions contemplated by this Agreement. 

6.12 SEC Reporting . For so long as the Purchaser remains subject to the informational reporting requirements of the Exchange Act and the Exchange Act Rules or, if earlier, until all Sellers have disposed of their shares of Common Stock of the Purchaser, the Purchaser shall remain fully compliant with all such reporting requirements of the Exchange Act and the Exchange Act Rules and shall promptly file all SEC Reports with the SEC in compliance therewith. 

7. CONDITIONS TO COMPANY AND SELLERS’ OBLIGATIONS.  

The obligation of each Seller and the Company to consummate this Agreement and the transactions contemplated hereby are subject to the condition that, on or before the Closing, the actions required by this section 7 will have been completed.

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7.3 Absence of Certain Litigation. There shall not be any (a) injunction, restraining order or other Court Order issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided, (b) Proceeding by any Government Authority pending before any court or Governmental Authority, wherein such complainant seeks the restraint or prohibition of the consummation of the transactions contemplated by this Agreement, or (c) Proceeding by a private party pending before any Governmental Authority, which in the reasonable opinion of Company is likely to result in the restraint or prohibition of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of the Company, in connection with the consummation of the transactions contemplated by this Agreement. .  

7.4 Resignations and Appointment of Officers; Releases. The Purchaser shall have delivered to the Company prior to Closing, a complete and correct list of all of the officers and directors of the Purchaser and the written resignations of the EVP, Operations of the Purchaser, which resignation will be effective no later than the Closing Date. In addition, the Purchaser’s Board of Directors shall have appointed (i) Itay Koren to the Board of Directors, (ii) Sonya Kreizman as Interim CEO of the Purchaser at a salary of $7,000 per month, and (iii) Yossi Shemesh CTO of the Purchaser at a salary not to exceed $10,000 per month.  

7.6 Registration Rights Agreement . Purchaser shall have executed and delivered a Registration Rights Agreement to the Sellers in form and substance substantially as set forth on Exhibit A hereto. 

7.7 Purchaser’s Receipt of Minimum Financing. Purchaser shall have received after the date hereof and on or before the Closing Date, financing in the amount of at least $500,000. 

8. CONDITIONS TO OBLIGATIONS OF THE PURCHASER.  

The obligation of the Purchaser to consummate this Agreement and the transactions contemplated hereby are subject to the condition that, on or before the Closing, the actions required by this Section 8 will have been completed.

8.3 Ancillary Agreements.  

Itay Koren, majority member of the Company, Sonya Kreizman, a Principal Shareholder of the Company, and Yossi Shemesh, CTO of the Company, shall have executed and delivered a Noncompetition Agreement, Nondisclosure Agreement and Intellectual Property Rights Agreement, all in form and substance reasonably satisfactory to the Purchaser. Itay Koren shall agree to provide strategic consulting services to the Purchaser for a period of two months for no additional consideration (after this initial period, Mr. Koren and the Purchaser shall determine whether and on what terms to enter into a further agreement with regard to advisory services to the Purchaser). Ed Murphy and the Purchaser shall enter into a business consulting agreement on terms acceptable to the Purchaser.

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8.5 Liabilities at Closing. After giving effect, on a pro-forma basis, to the issuance of Purchaser common stock and payments under Sections 3.2 and 3.3 hereof, respectively, the Company shall have no liabilities of any kind or nature. 

8.6 Base Balance Sheet. The Base Balance Sheet shall be acceptable in form and substance to NCAP in its sole and absolute discretion. 

9. INDEMNIFICATION  

9.1 Survival; Right to Indemnification Not Affected By Knowledge or Materiality.  

(a) All representations, warranties, covenants, and obligations in this Agreement, will survive the execution of this Agreement and the Closing of the transactions contemplated hereby.

(b) The right of the Indemnified Party to indemnification for losses or other remedy based on breach of the representations, warranties, and/or covenants set forth in this Agreement will not be affected by the closing of the transaction contemplated by this Agreement, or any information of which the Indemnified Party may have Knowledge prior to the Closing Date, provided that the rights and remedies of the Indemnified Party in respect of any of the foregoing shall not extend to any event or matter which otherwise might have affected such rights and remedies as provided in any specific written waiver or release by the Indemnified Party.

(c) For the purpose of determining whether there is a claim for losses under this Section and calculation of the amount of such losses, any qualification of any representation or warranty by reference to the materiality of matters stated therein, and any limitations of such representations as being to the knowledge of any person, or words to similar effect, shall be disregarded.

9.2 Indemnification by the Principal Shareholders and the Company.  

Subject to the limitations in Section 9.3 below, and in consideration of the transfer of the Membership Interests, the Principal Shareholders and the Company (but the Company only until the moment immediately before it is owned by Purchaser), jointly and severally, shall defend, indemnify and hold the Purchaser harmless from and against any losses, liabilities or expenses, including reasonable attorney’s fees, directly incurred by Purchaser resulting from any Third Party Action that is instituted against it, resulting from or arising out of any breach of any of the representations, warranties, covenants or agreements made by the Company or any Seller in or pursuant to this Agreement.

9.3 Limitations on Indemnification by the Company and Principal Shareholders.  

The right to indemnification under Section 9.2 is subject to the following limitations:

(a) The Company and the Principal Shareholders shall have no liability under Section 9.2 unless Purchaser gives reasonably prompt written notice to the Company and Principal Shareholders asserting a claim for losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of a period of two years after the date hereof for all claims of any type or nature whatsoever.

(b) Each Principal Shareholder’s liability under this Section 9 shall be limited to return of the shares issued to them representing the Purchase Price paid to them or, in case they no longer own said shares, an amount of cash equal to the product of the number of shares issued to said Shareholder and the price per share as quoted on OTC Markets at the close of business on the Closing Date. For purposes hereof, the $80,000 paid to 17 Media Group, LLC shall be deemed part of the Purchase Price paid to Itay Koren, one of the Principal Shareholders. Without limiting the foregoing and for avoidance of doubt, the Purchaser shall have no post-closing recourse against any Seller for any matter set forth herein or pursuant to any of the transactions contemplated hereby, except to the extent that the Purchaser can obtain indemnification from a Principal Shareholder solely to the extent limited by this Section 9.3(b).

9.4 Defense of Third Party Actions.  

(a) Promptly after receipt of notice of any Third Party Action, any person who believes he, she or it may be an Indemnified Person will give prompt written notice to the potential Indemnifying Person of such action.

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9.5 Payment of Indemnification.  

10.1 Survival . The provisions contained in Sections 4,5,6,7,8,9,10,11and 12 shall survive any termination of this Agreement.  

The parties hereto acknowledge that the remedy at law for any breach of the obligations undertaken by the parties hereto is and will be insufficient and inadequate and that the parties hereto shall be entitled to equitable relief, in addition to remedies at law. In the event of any action to enforce the provisions of this Agreement, Purchaser, Sellers and Company shall waive the defense that there is an adequate remedy at law. Purchaser, Sellers and Company acknowledge that the Membership Interests are unique and cannot be obtained on the open market. Without limiting any remedies Purchaser may otherwise have hereunder or under applicable law, in the event any Seller or Company refuse to perform their respective obligations under this Agreement, Purchaser shall have, in addition to any other rights at law or equity, the right to specific performance.

At any time prior to the Closing, this Agreement may be terminated (a) by mutual consent of the parties, (b) by either side if there has been a material misrepresentation, breach of warranty or breach of covenant by the other side in its representations, warranties and covenants set forth herein, (c) by Company or the Sellers if the conditions stated in Article 7 have not been satisfied at or prior to the Closing, (d) by the Purchaser if the conditions stated in Article 8 have not been satisfied at or prior to the Closing, or (f) if the Closing shall not have occurred and the transactions contemplated hereby consummated by August 31, 2017; provided that the right to terminate under this Section shall not be available to any parties whose breach has been the cause of such failure to close. .

11.1 Effect of Termination.  

11.2 Right to Proceed.  

Notwithstanding anything in this Agreement to the contrary, (a) if any of the conditions specified in Article 7 hereof have not been satisfied, Company and the Sellers shall have the right to proceed with the transactions contemplated hereby without waiving its rights hereunder and (b) if any of the conditions specified in Article 8 hereof have not been satisfied, Purchaser shall have the right to proceed with the transactions contemplated hereby without waiving its rights hereunder. In each such case, the party electing to proceed shall have the right to require all obligations, undertakings, agreements and other provisions of this Agreement specifically performed by the other parties and shall have the right to obtain and order such specific performance in any of the Courts in the United States or any state or political subdivision thereof.

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12.1 Confidentiality . In the event that the transactions contemplated hereby are not consummated, each party will keep confidential, not disclose and not use for its own benefit (and will cause its subsidiaries, employees, officers and directors to keep confidential, not disclose, and not use for their own benefit) any information, whether written, oral or in electronic format and whether or not identified as “confidential” at the time of its disclosure, obtained with respect to the other party or its subsidiaries, employees, officers and directors as a result of the transaction contemplated hereby or Purchaser’s due diligence process in connection herewith (“Confidential Information”). The obligation set forth in the preceding sentence will not apply to Confidential Information which (i) is in the public domain on the date hereof, (ii) enters the public domain after the date hereof (other than by reason of the breach of any confidentiality obligation), (iii) was known to the receiving party prior to receipt from the disclosing party, (iv) is independently developed by the receiving party after the date hereof, (v) is disclosed to the receiving party by a third party not in violation of the proprietary or other rights of the other party or (vi) is disclosed pursuant to a requirement of law or judicial process.  

12.3 No Assignment . The rights and obligations of the parties hereunder may not be assigned without the prior written consent of the other party hereto, except that Purchaser may assign its rights and obligations hereunder to any wholly-owned subsidiary formed for the purpose of making the acquisition contemplated hereby. 

12.4 Headings . The headings contained in this Agreement are included for purposes of convenience only, and will not affect the meaning or interpretation of this Agreement. 

12.5 Integration, Modification and Waiver . This Agreement, together with the Schedules or other instruments as may be delivered hereunder, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, representations, understandings, communications, whether written or verbal between the parties in relation thereto. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by each of the parties’ duly authorized representatives hereto. No waiver of any of the provisions of this Agreement will be deemed to be or will constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver. The recitals shall form part of this Agreement. 

If to the Purchaser:

Northsight Capital, Inc.

7740 East Evans Rd.

Scottsdale, AZ 85260

Email: johnvenners@gmail.com

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12.9 Governing Law . This Agreement is to be governed by and construed and enforced in accordance with the laws of the State of Nevada without regard to principles of conflicts of law.  

12.10 Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by fax or electronic transmission is sufficient to bind the parties to the terms and conditions of this Agreement.  

12.11 Disputes . In case of any dispute hereunder, the prevailing party shall be entitled to be reimbursed by the other party for its reasonable legal fees and expenses. 

12.12 Further Assurances . The Company and Seller from time to time after the Closing at the request of Purchaser and without further consideration shall execute and deliver further instruments of transfer and assignment (in addition to those delivered hereunder and take such other action as Purchaser may reasonably require to more effectively transfer and assign to, and vest in, Purchaser all of the Membership Interests. 

12.13 Assistance in Proceedings . The Company and Principal Shareholders will cooperate with Purchaser and its counsel in the contest or defense of, and make available its personnel and provide any testimony and access to its books and records in connection with, any Proceeding involving or relating to (a) any transaction contemplated hereby or (b) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving the Company or its business. 

[Balance of page intentionally left blank] .

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Important Explanatory Note: Holder acknowledges and agrees that: (i) this omnibus promissory note consolidates and supersedes certain promissory notes issued by the Maker in favor of the Holder prior to the date hereof in the aggregate principal amount of $41,550 (plus accrued interest of $824) and (ii) that the principal amount of this promissory note ($42,374), together with that certain promissory note of even date, in the principal amount of $71,097, issued by Maker in favor of Holder, represents the entire amount of all indebtedness owing by the Maker to the Holder as of the date hereof.

All outstanding principal sums shall be paid by Maker, as set forth below. The entire balance of outstanding principal and other fees and charges shall be due and payable on the earlier of (i) an Event of Default (as defined below) or (ii) August 1, 2017 (the “Maturity Date). There shall be no prepayment penalty.  

The unpaid principal balance from time to time outstanding under this note shall be non-interest bearing.  

Each of the following shall constitute an “ Event of Default ” hereunder: (i) Maker’s failure to make any payment when due hereunder; (ii) with respect to Maker, the commencement of an action seeking relief under federal or state bankruptcy or insolvency statutes or similar laws, or seeking the appointment of a receiver, trustee or custodian for Maker or all or part of its assets, or the commencement of an involuntary proceeding against Maker under federal or state bankruptcy or insolvency statues or similar laws, which involuntary proceeding is not dismissed or stayed within thirty (30) days; or (iii) if Maker makes an assignment for the benefit of creditors. If an Events of Default occurs, the obligations under this note shall become immediately due and payable without notice or demand.  

Maker agrees to pay all reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses incurred, or which may be incurred, by Holder in connection with the enforcement and collection of this note. Such costs and expenses shall be payable upon demand for the same and until so paid shall be added to the principal amount of the note.  

Maker hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this note, and assent to extensions of the time of payment or forbearance or other indulgence without notice. No delay or omission of Holder in exercising any right or remedy hereunder shall constitute a waiver of any such right or remedy. Acceptance by Holder of any payment after demand shall not be deemed a waiver of such demand. A waiver on one occasion shall not operate as a bar to or waiver of any such right or remedy on any future occasion.  

This instrument contains the entire agreement among Maker and Holder with respect to the transactions contemplated hereby, and supersedes all negotiations, presentations, warranties, commitments, offers, contracts and writings prior to the date hereof relating to the subject matter hereof. This instrument may be amended, modified, waived, discharged or terminated only by a writing signed by Maker and accepted in writing by Holder.

This instrument shall be governed by Arizona law, without regard to the conflict of laws provisions thereof. For purposes of any action or proceeding involving this note, Maker and Holder hereby expressly submit to the jurisdiction of all federal and state courts located in the State of Arizona and consent to any order, process, notice of motion or other application to or by any of said courts or a judge thereof being served within or without such court’s jurisdiction by registered mail or by personal service, provided a reasonable time for appearance is allowed (but not less than the time otherwise afforded by any law or rule), and waives any right to contest the appropriateness of any action brought in any such court based upon lack of personal jurisdiction, improper venue or forum non conveniens.

This Note shall inure to the benefit of Holder’s successors and assigns.  

WITNESS: Northsight Capital, Inc.  

______________________________________ /s/ John P. Venners                                   

Witness John P. Venners, EVP Operations  

Print Name: ____________________________

ACCEPTED AND AGREED BY HOLDER

Sandor Capital Master Fund

/s/ John Lemak                             

By: John Lemak, duly authorized

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