UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 28, 2016

 

EZJR, Inc.

(Exact name of registrant as specified in its charter)

 

Commission File Number: 000-53810

 

Nevada   30-0802599
(State or other jurisdiction of   (IRS Employer
incorporation)   Identification No.)

 

8250 W. Charleston Blvd. Ste 110

Las Vegas, NV

  89117
(Address of principal executive offices)   (Zip Code)

 

702-544-0195

(Registrant’s telephone number, including area code)

 

Not Applicable

( Former name or former address, if changed since last report )

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreements.

 

On November 28, 2016, the Board of Directors (the “Board”) of EZJR, Inc. (“EZJR” or “the Company”) ratified and approved an Asset Share Purchase & Business Agreement with Cabello Real Ltd. (“Cabello”), a private United Arab Emeritus company to acquire the exclusive U.S. rights to the Her Imports trademark. In exchange for these rights the Company has issued to Cabello 10 million shares of unregistered non-voting callable preferred stock and 15,000,000 unregistered common stock in EZJR. In addition to these rights, EZJR also purchased certain other assets owned by Cabello including customer lists and various digital content. Simultaneously, EZJR terminated its Marketing and Selling Agreement with Her Holding Inc. Because of this termination EZJR will recognize a one-time non-cash charge of approximately $1.3 million due to the write-off an intangible asset related to restricted common shares issued to Her Holdings as part of a royalty reduction agreement and forgiveness of certain advances to Her Holdings. (See Exhibit 10.15 entitled “Software Maintenance Agreement” and Exhibit 10.16 entitled “Notice of Cancellation of Marketing and Selling Agreement”).

 

Also, on November 28, 2016, following Board ratification, the Company executed a Share Purchase and Lockup Agreement between the Company and the following related parties that are related to one another: (a) Admaxofferes.com (“Admax”); (b) Edward Zimbardi (“Zimbardi”); and (c) Brenda Zimbardi (the “Sellers”). The Company and the Sellers are referred to herein collectively as the “Parties.” Under this agreement, the company repurchased 500,000 shares of unregistered shares of the Company’s common stock for $25,000 in cash or $.05 per shares. These shares were subsequently retired. After the completion of this sale the Seller will own 1,000,000 shares. Under the agreement Admax agrees not to liquidate any of its remaining shares until these shares are registered with the Securities and Exchange Commission. In turn, EZJR agreed to file a registration statement with the Securities and Exchange Commission to register these shares within 60 days of the stock of EZJR trading on any Exchange. If the registration statement is not filed within the 60-day period, EZJR agreed to pay Seller a penalty of $1,000 per month. (See Exhibit 10.17 entitled ” Share Purchase and Lockup Agreement”).

 

The number of shares of common stock of EZJR issued and outstanding prior to the Asset Share Purchase & Business Agreement with Cabello and Share Purchase and Lockup Agreement with Admax was approximately 35,299,576 shares outstanding, and immediately after these agreements there was approximately 49,799,576 shares outstanding.

 

Item 3.02 Unregistered Sales of Equity Securities

 

On November 28, 2016, in connection with the Asset Share Purchase & Business Agreement, EZJR agreed to issue 15,000,000 shares of its unregistered restricted common stock and 10 million shares of unregistered non-voting callable preferred stock to Cabello in exchange for the exclusive U.S. rights to the Her Imports trademark and to purchase certain other assets owned by Cabello including customer lists and various digital content.

 

Before Cabello received its unregistered securities, they were known to EZJR and its management, through long-term pre-existing business relationship. EZJR did not engage in any form of general solicitation or general advertising in connection with this transaction. The shareholders were provided access to all material information, which they requested and all information necessary to verify such information and was afforded access to our management in connection with this transaction. The shareholder of Cabello acquired these securities for investment and not with a view toward distribution, acknowledging such intent to us. They understood the ramifications of their actions.

 

- 2
 

 

EZJR relied upon Section 4(2) of the Securities Act for the offer and sale. EZJR believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale.

 

Item 5.01. Changes in Control of Registrant.

 

In connection with the Software Maintenance Agreement, described in Section 1.01 of this Current Report on Form 8-K, EZJR on November 28, 2016 issued 15,000,000 unregistered restricted shares of its common stock from its treasury to Cabello. As a result, Leader will own approximately 57.0% of the EZJR’s common stock immediately following the close of the Software Maintenance Agreement.

 

SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT

 

The following table sets forth information as of the date hereof with respect to the beneficial ownership of the outstanding shares our common stock immediately following execution of the Asset Purchase Agreement by (i) our officers and directors; (ii) each person known by us to beneficially own five percent (5%) or more of our outstanding shares; and (iii) our officers and directors as a group.

 

Name of Beneficial

Owner and Position

 

Title of

Class

    Amount and Nature Of Beneficial Ownership    

Percent

Of

Class (1)

 
                   
Barry Hall
Chairman, CEO & CFO
    Common       750,000       1.5 %
                         
Denis Betsi
CTO and Director
    Common       -0-       0.0 %
                         
Juan Hernández
Director
    Common       -0-       0.0 %
                         
Leader Act Ltd HK
Shareholder (2)
     Common       20,472,339       41.1 %
                         
Cabello Real Ltd.
Shareholder (3)
    Common       15,000,000       30.1 %
                         
Total Officers and Directors as a Group (3 persons)     Common       750,000       1.5 %

 

  (1) Percent of Class is based on 49,799,576 common shares issued and outstanding following the purchase of the CRM Software.
     
  (2) Leader Act Ltd HK, a private Nevada corporation, 3212 East 21st Avenue, Vancouver, British Columbia V5M 2X2, Canada. Aymen Boughanmi is beneficial owner who has the ultimate voting control over 20,472,339 shares held in the name of Leader Act Ltd HK.
     
  (3) Cabello Real Ltd., a private United Arab Emeritus corporation, Level 23 Boulevard Plaza Tower 2 Emaar Boulevard, Dubai, United Arab Emirate. Patrick Terry is beneficial owner who has the ultimate voting control over 15,000,000 common shares held in the name of Cabello Real Ltd. Additionally, Cabello owns 10 million shares of unregistered non-voting callable preferred stock.

 

- 3
 

 

We are not aware of any arrangements that may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-B.

 

We believe that all persons named have full voting and investment power with respect to the shares indicated, unless otherwise noted in the table. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

            Incorporated by reference
Exhibit   Exhibit Description   Filed herewith   Form   Period Ending   Exhibit   Filing Date
                         
10.15   Asset Share Purchase & Business Agreement between EZJR, Inc. and Cabello Real Ltd. dated November 28, 2016   X                
                         
10.16   Notice of Cancellation of Marketing and Selling Agreement between EZJR, Inc. and Her Holding Inc. dated November 28, 2016   X                
                         
10.17   Share Purchase and Lockup Agreement between EZJR, Inc. and Admaxoffers.com dated November 25, 2016   X                

 

- 4
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

EZJR, Inc.    
Date: November 30, 2016    
     
By: /s/ Barry Hall  
Name: Barry Hall  
Title: Chairman, CEO & CFO  

 

- 5
 

 

 

Exhibit 10.15

 

ASSET SHARE PURCHASE & BUSINESS AGREEMENT

 

This Asset Purchase & Business Agreement (the “Agreement”) is entered into as of November 28, 2016, between Cabello Real Ltd, (hereinafter referred to as “Cabello”) a UAE Corporation, and EZJR, INC., a Nevada corporation, (hereinafter referred to as “EZJR”), located at 8250 W. Charleston Blvd., Suite 110, Las Vegas, NV 89117, collectively known as the “Parties.”

 

WHEREAS , Cabello currently owns Assets and Interests associated with the brand Her Imports, as described in Exhibit “A” hereto; and

 

WHEREAS , Cabello desires to sell to EZJR, and EZJR desires to buy these Assets and Interests, for exclusive use in United States, and

 

WHEREAS , EZJR desires to exchange Common and Preferred shares of EZJR to Cabello for the United States rights to acquire the Assets and Interests in Her Imports;

 

WHEREAS , EZJR intends to cancel the Selling and Marketing Agreement, currently in place with Her Imports, LLC and Her Holdings, Inc.;

 

WHEREAS , the Parties enter into this Agreement to protect their respective rights and interests; and

 

NOW THEREFORE , in consideration of the mutual agreements, representations and warranties in this Agreement, the parties agree as follows:

 

1. Assets and Interests Purchased . Subject to all other terms and conditions set forth herein, on the Closing Date, Cabello shall sell, convey, transfer and assign to EZJR, for exclusive use in the United States and EZJR shall purchase from Cabello the Trademark and those certain Assets and Interests, not owned by EZJR related to U. S. operations, which may consist of all of Cabello’s rights, title and interest in the assets described on Exhibit “A” attached hereto which includes but limited to: the all Photos, videos, website designs, eCommerce accounts not currently owned by EZJR, advertising copy, all other digital content, Instagram accounts, Facebook accounts, Customer lists, store fixed assets, store leases, Her Imports trademark, customer lists including email and cell phone #’s, accounts related to security of stores including Nest Cam accounts, employee records, contact information for vendors, celebrity endorsers service provider, contact information for all stylists and other affiliates. The purchase of the Assets and Interests does not preclude Cabello from using these Assets and Interests outside United States to pursue personal business opportunities and generate separate personal revenues associated with the sale and marketing of Her Imports.

 

2. Cancellation of Marketing and Selling Agreement . Subject to all other terms and conditions set forth herein, on the Closing Date, Cabello agrees to cancel its Marketing and Selling Agreement associated with Her Imports, LLC and Her Holding, Inc.

 

1
 

 

3. Purchase Price . The purchase price for the cancellation of the Royalty Agreement and purchase of Assets and Interests shall be: 15,000,000 unregistered restricted common shares and 10,000,000 shares of EZJR’s unregistered restricted Callable Preferred Stock which shall be issuable upon the closing. The Callable and Preferred shares protect the Assets and Interests of Cabello.

 

a) Rank Superior . The Callable Preferred Stock shall rank superior with all of the Corporation’s Preferred Stock and Common Stock, par value $0.001 per share, now or hereafter issued, as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, including the payment of dividends. The Callable Preferred Stock shall have a first priority lien on all assets of the Corporation.

 

b) Dividends . The Callable Preferred Stock pays an equivalent 7.2 percent interest rate tied to a $10,000,000 value. A Sixty Thousand ($60,000) Dollar dividend, equivalent to 0.006 percent per share is payable to the holder on a monthly basis. The first dividend will be payable January 1, 2017.

 

c) Callable . The Corporation can buy back any amount of the issued shares at any time without notice, at One ($1.00) Dollars per share, with the approval of the Board of Directors. The shares are callable by the Corporation, in whole or part, unless the Corporation is in default with its interest payment. If shares are called back by the Corporation, the dividend payment is adjusted proportionally, based on the number of shares owned by the holder.

 

d) Right of First Refusal . The Corporation has a right of first refusal to purchase the Callable Preferred Stock, should the shareholder decide to sell all or part of their Callable Preferred Stock.

 

e) Liquidation Priority . In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation, the holder of the Callable Preferred Shares shall have a first priority on liquidation superior to that of the other Preferred Stock and Common Stock. The Callable Preferred Shareholders will be entitled to preferential amounts paid into the Corporation and be paid in full, for funds paid for the Callable Preferred Shares, if sufficient funds exist. A liquidation, dissolution, or winding-up of the Corporation, as such terms are used in this Section shall not be deemed to be occasioned by or to include any merger of the Corporation with or into one or more corporations or other entities, any acquisition or exchange of the outstanding shares of one or more classes or series of the Corporation, or any sale, lease, exchange, or other disposition of all or a part of the assets of the Corporation.

 

f) Voting Rights . The Callable Preferred Shares shall have no voting rights.

 

g) Default. If the Corporation defaults on the monthly dividend payment, the Corporation has three months to cure and/or negotiate new terms. Upon failure to cure the default, all assets return to the holder. Cabello has the right reclaim their Assets and Interests. The Callable Preferred Shares are returned to the Corporation. During any default period, the Parties are still responsible to maintain the website, all Intellectual Property, any advancements, marketing strategies, on-line processes, key words, etc. It is understood that all Parties working in the best interest of the Company.

 

2
 

 

4. Anti-dilution Provision.

 

The Stock to be issued to Cabello will have customary adjustments in connection with forward or reverse share splits and share dividends. Additionally, the Cabello Stock issuance will protected with anti-dilution rights with respect to any subsequent issuance of Common Stock or Common Stock equivalents. The Parties agree to the following exceptions: 1) EZJR issue additional shares to raise money to buy back the Callable Preferred Shares at any time; 2) EZJR can raise up to $5,000,000 to capitalize the company without approval; 3) it is understood that a separate agreement is currently being negotiated to issue 9,000,000 shares for a MIP agreement; and 4) if Cabello and the EZJR Board of Directors mutually agree to issue addition shares.

 

5. Cabello’s Representations and Warranties . Cabello represents and warrants to EZJR as follows:

 

a) Cabello is a UAE Corporation that has all requisite power and authority, as owner of the Assets and Interests to enter into this Agreement and perform its obligations hereunder.

 

b) The execution, delivery, and performance of this Agreement has been duly authorized and approved, and this Agreement constitutes a valid and binding Agreement of Cabello in accordance with its terms.

 

c). Cabello has not employed any broker or finder in connection with the transaction contemplated by this Agreement and has taken no action that would give rise to a valid claim against any party for a brokerage commission, finder’s fee, or other like payment.

 

d) Cabello holds good and marketable title to the Assets and Interests, described in Exhibit “A”, free and clear of all restrictions, liens and encumbrances.

 

e) Cabello has not employed any broker or finder in connection with the transactions contemplated by this Agreement, or taken action that would give rise to a valid claim against any party for a brokerage commission, finder’s fee, or other like payment.

 

f) The execution and delivery of this Agreement by Cabello and the consummation of the contemplated transactions, will not result in the creation or imposition of any valid lien, charge, or encumbrance on any of the Assets, and will not require the authorization, consent, or approval of any third party, including any governmental subdivision or regulatory agency.

 

g) Cabello has no knowledge of any claim, litigation, proceeding, or investigation pending or threatened against Cabello or its Assets that might result in any material adverse change in the business or condition of the Assets being conveyed under this Agreement.

 

h) None of the representations or warranties of Cabello contain or will contain any untrue statement of a material fact or omit or will omit or misstate a material fact necessary in order to make statements in this Agreement not misleading. Cabello knows of no fact that has resulted, or will result in a material change in the business, operations, or assets of Cabello.

 

3
 

 

6. Representations of EZJR . EZJR represents and warrants as follows:

 

a) EZJR is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. EZJR has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder.

 

b) The execution, delivery, and performance of this Agreement has been duly authorized and approved by the Board of Directors of EZJR, and his Agreement constitutes a valid and binding Agreement of EZJR in accordance with its terms.

 

c) EZJR has not employed any broker or finder in connection with the transaction contemplated by this Agreement and has taken no action that would give rise to a valid claim against any party for a brokerage commission, finder’s fee, or other like payment.

 

d) None of the representations or warranties of EZJR contain or will contain any untrue statement of a material fact or omit or will omit or misstate a material fact necessary in order to make the statements contained herein not misleading.

 

6. Covenants of Cabello .. Cabello agrees that between the date of this Agreement and the Closing Date, Cabello will:

 

a) Continue to operate its business in the usual and ordinary course and in substantial conformity with all applicable laws, ordinances, regulations, rules, or orders, and will use its best efforts to preserve the continued operation of its business with its customers, suppliers, and others having business relations with Cabello.

 

b) Not assign, sell, lease, or otherwise transfer or dispose of the Assets or Interests, whether now owned or hereafter acquired, except in the normal and ordinary course of business and in connection with its normal operation.

 

c) Maintain all of the Assets and Interest their present condition, reasonable wear and tear and ordinary usage excepted.

 

d) Cabello will use its best efforts to effectuate the transactions contemplated by this Agreement and to fulfill all the conditions of the obligations of Cabello under this Agreement, and will do all acts and things as may be required to carry out their respective obligations under this Agreement and to consummate and complete this Agreement.

 

7. Covenants of EZJR .

 

a) EZJR will use its best efforts to effectuate the transactions contemplated by this Agreement and to fulfill all the conditions of EZJR’s obligations under this Agreement, and shall do all acts and things as may be required to carry out EZJR’s obligations and to consummate this Agreement.

 

4
 

 

8. Conditions Precedent to EZJR’s Obligations . The obligation of EZJR to purchase the Assets is subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions, any one or portion of which may be waived in writing by EZJR:

 

a) All representations and warranties made in this Agreement by EZJR shall be true, in all material respects, as of the Closing Date as fully as though such representations and warranties had been made on and as of the Closing Date, and, as of the Closing Date, EZJR shall not have violated or shall have failed to perform in any material way, in accordance with any covenant contained in this Agreement.

 

b) At the Closing Date no suit, action, or other proceeding shall have been threatened or instituted to restrain, enjoin, or otherwise prevent the consummation of this Agreement or the contemplated transactions.

 

9. Conditions Precedent to Obligations of Cabello . The obligations of Cabello to Close this Agreement are subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions, any one or a portion of which may be waived in writing by Cabello:

 

a) All representations and warranties made in this Agreement by Cabello shall be true as of the Closing Date as fully as though such representations and warranties had been made on and as of the Closing Date, and Cabello shall not have violated or shall not have failed to perform in accordance with any covenant contained in this Agreement.

 

b) There shall have been no material adverse change in the manner of operation of the Cabello’s business prior to the Closing Date.

 

c) At the Closing Date no suit, action, or other proceeding shall have been threatened or instituted to restrain, enjoin, or otherwise prevent the consummation of this Agreement or the contemplated transactions.

 

10. Intellectual Property Obligations of EZJR

 

The EZJR shall be responsible for the prosecution and maintenance of the Intellectual Property as well as the filing, prosecution and maintenance of all trademark registrations and registration applications in United States; and all associated fees, costs and other expenses, including the costs of any interference, opposition, reexamination or reissue applications or counterparts or proceedings, with the cooperation of Cabello.

 

EZJR shall:

 

a) keep Cabello fully informed of all activity concerning the prosecution and maintenance of the Intellectual Property and the filing, prosecution and maintenance of all trademark registration and registration applications in United States;

 

b) consult with Cabello on material aspects of matters relating to such activities;

 

5
 

 

c) promptly provide Cabello with copies of all correspondence to and from the U.S. Patent and Trademark Office concerning the Intellectual Property or the trademarks;

 

d) provide Cabello with advance copies of all correspondence or other materials to be submitted to the U.S. Patent and Trademark Office concerning the Intellectual Property Rights or the Licensed Marks; and

 

e) provide Cabello with reasonable advance notice of and an opportunity to participate in all hearings and other proceedings before the U.S. Patent and Trademark Office concerning the Intellectual Property Rights and the Licensed Marks.

 

11. Intellectual Property Obligations of Cabello

 

Cabello shall assist EZJR in prosecuting and maintaining the Intellectual Property Rights and in filing, prosecuting and maintaining all trademark registrations and registration applications for the Licensed Marks as reasonably requested by EZJR.

 

12. Additional Intellectual Property Rights of the Parties

 

If EZJR fails to prosecute or maintain any of the Intellectual Property Rights in United States, or to file, prosecute or maintain any registration or registration application for a Licensed Mark in United States, Cabello shall have the right, but not the obligation, to prosecute or maintain such Intellectual Property Rights, or to file, prosecute or maintain such registration or registration application, in each case on behalf of and in the Cabello of EZJR. In such event, EZJR shall execute and deliver to Cabello all such instruments and other documents and shall take such other actions as may be necessary or reasonably requested by Cabello in connection therewith. All costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Cabello in connection with exercising its rights under this Section shall be creditable in full in favor of Cabello.

 

13. Conditions Subsequent to EZJR’s Obligations . EZJR remains responsible to Cabello on an on-going basis to:

 

a) Maintain the Intellectual Property, Assets and Interests as proprietary information.

 

b) To designate key employees to manage the Intellectual Property, Assets and Interests being acquired.

 

c) To hold these designated employees to a high standard or confidentiality.

 

d) To establish an agreement with these designed employees not to transfer any information they receive to any outside source or unauthorized third parties.

 

e) Maintain the website(s), which includes all Intellectual Property and any advancements/enhancements to the Intellectual Property, continue to create marketing strategies, on-line presence, key words.

 

6
 

 

14. Conditions Subsequent to Cabello’s Obligations . Cabello remains responsible to EZJR on an on-going basis to:

 

a) Make improvements/enhancements to the Assets and Interests.

 

b) Develop new marketing techniques, new websites, and new strategies.

 

c) Train any and all designated employees of the Company to operate the Assets and Interests and Intellectual Property effectively.

 

d) Work in the best interest of EZJR and cooperate with management.

 

e) To maintain that there are no material adverse changes in the manner of operation of the Cabello’s business operations or changes to the Assets and Interests.

 

15. Infringements

 

Each party shall promptly give written notice to the other parties of any infringement or unauthorized use, or suspected infringement or unauthorized use, of any of the Intellectual Properties supra , by a third party (each, an “Infringement”).

 

a) Actions by EZJR . EZJR shall have the right, but not the obligation, to secure cessation of each Infringement by instituting suit against the Person engaged in the Infringement (the “Infringer”) in EZJR’s own Cabello (or, if required by law, in its, Cabello’s), and/or by entering into a settlement agreement with the Infringer. Recoveries obtained by EZJR in any such action shall be retained solely by EZJR; provided , however, that amounts recovered by EZJR as compensation for lost profits shall be treated as Gross Revenues. Each such action shall be at EZJR’s own expense; of its out-of-pocket expenses, including reasonable attorneys’ fees, incurred in prosecuting and/or settling any suit against an Infringer.

 

b) United States . EZJR is not responsible or liable for defending any infringement actions outside of United States. This is the responsibility of Cabello.

 

c) Actions by Cabello . If, within six months of learning of an Infringement, EZJR has not (i) entered into any settlement with the Infringer; (ii) otherwise caused the Infringer to cease the Infringement, (iii) instituted a suit against the Infringer to bring an end to the Infringement, then Cabello shall have the right, but not the obligation, to take responsibility for ending the Infringement. In such event, Cabello shall not impose any obligations or restrictions on EZJR, or grant any rights to the Intellectual Property that are inconsistent with EZJR’s rights hereunder, without EZJR’s prior written consent.

 

16. Indemnification and Survival . All representations and warranties made in this Agreement shall survive the Closing of this Agreement, except that any party to whom a representation or warranty has been made in this Agreement shall be deemed to have waived any misrepresentation or breach of representation or warranty of which such party had knowledge prior to Closing. Any party learning of a misrepresentation or breach of representation or warranty under this Agreement shall immediately give written notice thereof to all other parties to this Agreement. Cabello hereby agrees to indemnify and hold EZJR, it successors, and assigns harmless from and against any and all damage or deficiency resulting from any material misrepresentation, breach of warranty or covenant, or nonfulfillment of any agreement on the part of Cabello under this Agreement. EZJR hereby agrees to indemnify and hold Cabello, it successors, and assigns harmless from and against any and all damage or deficiency resulting from any material misrepresentation, breach of warranty or covenant, or nonfulfillment of any agreement on the part of EZJR under this Agreement.

 

7
 

 

17. Closing . This Agreement shall be closed on or before December 1, 2016, or at such other time at such place that the parties may agree to in writing. If Closing has not occurred on or prior to that time, then any party may elect to terminate this Agreement. If, however, the Closing has not occurred because of a breach of contract by one or more parties, the breaching party or parties shall remain liable for breach of contract.

 

a) At the Closing and coincidentally with the performance by EZJR of its obligations described herein, Cabello shall deliver to EZJR the following:

 

i. A Bill of Sale for the Assets and all documents necessary to transfer any titles to any asset purchased.

 

ii. All other documents called for in this Agreement and such other documents that EZJR and its counsel may reasonably require.

 

b) At the Closing and coincidentally with the performance by Cabello of its obligations described herein, EZJR shall deliver to Cabello the following:

 

i. 15,000,000 Common Shares and 10,000,000 Callable Preferred Shares or a copy of instructions to EZJR’s transfer agent instructing it to issue the aforementioned Shares.

 

ii. All other documents called for in this Agreement and such other documents that Cabello and its counsel may reasonably require.

 

18. Governing Law . This Agreement and any matters arising out of or related to this Agreement will be governed by the laws of the State of Nevada. If any action is brought among the parties with respect to this Agreement or otherwise, by way of a claim or counterclaim, the parties agree that in any such action, and on all issues, the parties irrevocably waive their right to a trial by jury. Exclusive jurisdiction and venue for any such action shall be in Nevada.

 

19. Entire Agreement . This Agreement contains the entire agreement among the parties, and supersedes all prior agreements, representations and understandings of the parties, relating to the subject matter of this Agreement.

 

20. Further Actions . Each party agrees that after the delivery of this Agreement it or he will execute and deliver such further documents and do such further acts and things as another party may reasonably request in order to carry out the terms of this Agreement.

 

8
 

 

21. Amendment . No supplement to or amendment of this Agreement will be binding unless executed in writing by Cabello and EZJR.

 

22. Successors and Assigns . This Agreement will be binding on, and will inure to the benefit of, the parties and their respective successors and assigns, and shall not confer any rights or remedies on any other Persons.

 

23. Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed a valid, original agreement, but all of which together will constitute one and the same instrument.

 

24. Severability . If any provision of this Agreement or its application to any Person or circumstances is held to be unenforceable or invalid by any court of competent jurisdiction, its other applications and the remaining provisions of this Agreement will be interpreted so as best reasonably to effect the intent of the parties.

 

25. Attorney Fees . Each party will pay its or his own legal fees and other expenses in connection with the preparation of this Agreement and the sale of Assets in accordance with this Agreement. However, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because or arising out of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party will be entitled to recover reasonable attorneys fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or he may be entitled.

 

26. Notices . All notices, requests, demands, and other communications required or permitted hereunder will be in writing and will be deemed to have been duly given when delivered by hand, by overnight courier, or fax, or two days after being mailed by certified or registered mail, return receipt requested, with postage prepaid.

 

27. Waivers . Any provision of this Agreement may be waived at anytime by the party entitled to the benefit thereof by a written instrument executed by the party or by a duly authorized officer of the party. No waiver of any of the provisions of this Agreement will be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver.

 

9
 

 

SIGNATURES

 

IN WITNESS WHEREOF, the parties hereto have set their hands this 28 th day of November, 2016.

 

Buyer:   EZJR, Inc.  
       
    /s/ Barry Hall  
    Barry Hall  
  Title: Chief Executive Officer  

 

Seller:   Cabello Real Ltd.  
       
    /s/ Mark Gunter Nierada  
   

Mark Gunter Nierada

 
  Title: Trustee  

 

10
 

 

Bill of Sale

 

THIS BILL OF SALE made between the Cabello Real Ltd, (the “Seller”) and EZJR, Inc., a Nevada corporation (the “Buyer”).

 

RECITALS

 

EZJR has entered into a separate Asset Share Purchase and Business Agreement to purchase all the United States rights to acquire the Assets and Interests in Her Imports from Cabello in exchange for 15,000,000 Common Shares and 10,000,000 shares of EZJR’s Callable Preferred Stock. See attached Exhibit A (List of Assets).

 

WHEREAS the Seller wishes to sell and the Buyer wishes to buy all the United States rights to acquire the Assets and Interests in Her Imports from the Seller for the consideration of 15,000,000 Common Shares and 10,000,000 shares of EZJR’s Callable Preferred Stock, on the terms and conditions set forth below:

 

NOW THEREFORE THIS BILL OF SALE witnesses that for good and valuable consideration now paid by the Buyer to the Seller at or before the execution and delivery of this Bill of Sale (the receipt and sufficiency of which is acknowledged), the Seller grants, bargains, sells, assigns, transfers, conveys and sets over to the Buyer the Assets, upon and subject to the following terms and conditions:

 

1. The Seller covenants, warrants and represents that:

 

  (a) the Seller has verified the Assets and Interests and has good and marketable title to the Assets and Interests, free and clear of any mortgage, charge, security interest, lien, claim, charge or other encumbrance of any nature or kind whatsoever;
     
  (b) the Seller has the authority to sell the Assets to the Buyer;
     
  (c) the Buyer shall, immediately after execution and delivery of this Bill of Sale, have quiet and peaceful possession and enjoyment of the Assets for its own use and benefit without any manner of hindrance, interruption, molestation, claim or demand whatsoever of, from or by the Seller or any person;
     
  (d) the Seller will, from time to time and at all times hereafter, on every reasonable request of the Buyer, make, do and execute or cause to be made, done and executed all further acts, or assurances as may be reasonably required by the Buyer for more effectually and completely vesting in the Buyer the Assets;
     
  (e) to indemnify and save harmless the Buyer from all costs, damages, expenses and other losses resulting or arising from the breach or untruth of any covenant, warranty or representation made or given by the Seller hereunder.

 

2. This Bill of Sale shall survive to the benefit of the successors and assigns of the Buyer.

 

1
 

 

IN WITNESS WHEREOF , the Seller has executed this Bill of Sale as of the date first above mentioned.

 

EZJR, Inc.

 

/s/ Barry Hall

   

Cabello Real Ltd.

 

/ s/ Mark Gunter Nierada

Barry Hall

   

Mark Gunter Nierada

Chief Executive Officer   Title: Trustee

 

2
 

 

Exhibit A

 

Assets to be transferred to EZJR
 
 
Her Imports Trademark
 
The following Assets and Interests not currently owned by EZJR related to US operations:
 
All videos
 
Website designs
 
All eCommerce accounts not currently owned by EZJR
 
Advertising copy
 
All other digital content
 
Instagram accounts
 
Facebook accounts
 
Customer lists
 
Store fixed assets
 
Store leases
 
Her Imports trademark
 
Customer lists including email and cell phone #’s
 
All accounts related to security of stores including Nest Cam accounts
 
Employee records
 
Contact information for vendors, celebrity endorsers service provider
 
Contact information for all stylists and other affiliates

 

3
 

 

 

 

Exhibit 10.16

 

NOTICE OF CANCELLATION OF Marketing and Selling Agreement

 

THIS NOTICE OF CANCELLATION OF Marketing and Selling Agreement (this “ Agreemen t”) is made and entered into as of this 28 th day of November, 2016 between EZJR, Inc., (“EZJR”) a Nevada corporation and Her Holding, Inc., (“Her”) (collectively referred to as the Parties).

 

RECITALS

 

WHEREAS , EZJR and Her Imports, LLC entered into a Marketing and Agreement as of October 1, 2013;

 

WHEREAS , on March 6, 2015, Her Imports LLC assigned all rights and obligations under the agreement to Her Holding, Inc., a Nevada corporation;

 

WHEREAS , the Marketing and Selling Agreement remains in effect unless and until terminated by either Her or EZJR as permitted under Section 10 of the Agreement; and

 

WHEREAS, the Parties have mutually agreed to give the other Party thirty (30) days notice concerning the cancellation of this Agreement, as per Section 10.2 and 10.3 of the Agreement.

 

AGREEMENT

 

NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

 

CANCELLATION OF Marketing and Selling Agreement

 

EZJR desires to cancel its Marketing and Selling Agreement with Her by giving Her thirty (30) days written notice per the terms of the original Marketing and Selling Agreement.

 

Her desires to cancel its Marketing and Selling Agreement with EZJR by giving EZJR thirty (30) days written notice per the terms of the original Marketing and Selling Agreement.

 

As a condition to the cancellation of the Marketing and Selling Agreement, EZJR agrees to forgive any monies owed to EZJR by Her. This includes an advances against royalty payments.

 

During the next thirty (30) days, Her shall at all times faithfully, as promptly as is reasonable practicable, using good business judgment and in good faith to help EZJR with this transition. This includes, but is not limited to: 1) performing its customer service activities; 2) continuing with its promotional activities; 3) developing and sourcing products; and 4) performing its on-going services for EZJR.

 

Upon completion of agreement, Her shall promptly return to the EZJR all property utilized and owned by EJZR.

 

 

 

MISCELLENOUS ITEMS

 

Construction . The validity, enforcement and construction of this Agreement shall be governed by the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

 

Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, assigns and transferees, as the case may be.

 

Severability . If any provision or section of this Agreement is determined to be void or otherwise unenforceable, it shall not affect the validity or enforceability of any other provisions of this Agreement which shall remain enforceable in accordance with their terms.

 

Execution in Counterparts . This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

Amendments . This Agreement may be amended from time to time but only by written agreement signed by all of the parties hereto.

 

Entire Agreement . This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof.

 

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

 

EZJR, Inc.  
     
By:  /s/ Barry Hall  
Name: Barry Hall  
Title: Chief Executive Officer  
     
Her Holding, Inc.  
     
By: /s/ David Cronister  
Name: David Cronister  
Title: President  

 

2
 

 

Exhibit 10.17

 

SHARE PURCHASE LOCK-UP AGREEMENT

Private Sales Transaction

 

THIS AGREEMENT is entered into as of the 25th day of November, 2016 by and between Admaxoffers.com, LLC, a Georgia Limited Liability Corporation, Edward Zimbardi and Brenda Zimbardi, Georgia residents (hereafter referred to as the “Sellers”) and EZJR, Inc. (the “Buyer”), a Nevada corporation, referred to herein as the “Parties”.

 

WHEREAS , the Sellers report ownership of 1,800,000 Shares (“Selling Shares”) of the common stock of EZJR, Inc. (“the Company”), a Nevada Company, whose stock is quoted on the OTC-Bulletin Board, under the stock symbol EZJR (“Shares”);

 

WHEREAS, the Sellers desire to sell 500,000 of their Shares to EZJR and EZJR is desirous to purchase 500,000 Shares from the Sellers, in a private transaction, upon the terms and conditions set forth below.

 

WHEREAS, upon purchase of the 500,000 Shares, EZJR intends to cancel these shares and return them to its corporate treasury.

 

WHEREAS, the Sellers agree to lock-up their remaining Share ownership in EZJR, based on the terms and conditions set forth below.

 

NOW THEREFORE , in consideration of the foregoing and for other good and valuable consideration, the receipt of which are hereby acknowledged, the Parties hereby agree to the following.

 

1 . Purchase Price. The Sellers agree to sell, transfer and deliver to the Buyer and the Buyer agrees to purchase 500,000 shares of the EZJR, Inc. stock, free and clear of all encumbrances and liens created by the Sellers, for an aggregate purchase price of $25,000 USD (“Purchase Price”).

 

2. Lock-up . Sellers understand that EZJR is seeking to raise capital in order to build its business. It is easier for the Company to raise capital when its stock price is not depressed. This lock-up agreement adds a level of protection to prevent the Sellers from liquidating their stock holdings and adversely affecting the market of the stock. It is further understood that some of their shares may be eligible for sale under the Securities Act of 1933, as amended, subject to certain limitations included in said Rule. The lock-up agreement shall remain effect until the Sellers’s remaining Shares are registered with the SEC.

 

3 Demand Registration Rights . EZJR agrees to register half of the Sellers’s remaining shares within 60-days of EZJR trading on any Exchange. Once the Registration Statement becomes effective for the Registered Shares, they are no longer subject to any lock-up agreement. If the Registration Statement is not filed in the 60-day period, EZJR will pay the Sellers a penalty of $1,000 per month until the Registration Statement is filed with the SEC. After the first Registration Statement becomes effective, 366 days later, EZJR agrees to register the remaining half of the shares owned by the Sellers. After each Registration Statement becomes effective, the shares being registered are no longer subject to any lock-up agreement. EZJR will provide all legal opinion letters to remove the legend of the Sellers’s remaining Shares after they are registered. The Sellers will be responsible for any transfer agent fees, and will be responsible to open their own brokerage account.

 

1  
 

 

4. Stock Certificate Replacements . If the Sellers are unable to find their certificate(s), the Sellers agree to file an affidavit of Lost Certificate with Quicksilver Stock Transfer, and EZJR agrees to indemnify the Stock Transfer Agent, in order to replace the lost certificate(s).

 

5. Permitted Transfer . Upon the prior written consent of the Company the Stockholder may transfer (the “Permitted Transfer”) Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that each transferee, donee or distributee of the Shares shall sign and deliver to the Company a lock-up letter substantially in the form of this Agreement contemporaneously with such transaction.

 

6 . Representations and Warranties of the Sellers. In order to induce the Buyer to enter into this Agreement and complete its transactions contemplated hereunder, Sellers represent and warrant to Buyer that:

 

6.1 Sellers have good and marketable title to the Selling Shares, and the Buyer will receive the Selling Shares, free and clear of any liens or encumbrances;

 

6.2 The Sellers’s ownership of these shares will be delivered to the Buyer in certificate form, with the appropriate signature guarantee (medallion) endorsement.

 

6.3 Sellers have good and sufficient power, authority and capacity to enter into this Agreement and complete its transactions contemplated under this Agreement on the terms and conditions set forth herein, and the sale of the Selling Shares to Buyer will not violate any other agreement or instrument to which Sellers are a party or by which the Selling Shares are bound.

 

7 . Representations and Warranties of the Buyer. In order to induce the Sellers to enter into this Agreement and complete its transactions contemplated hereunder, Buyer represents and warrants to Sellers that:

 

7.1 Buyer has the funds to complete this purchase, and agrees to complete the complete its transactions contemplated herein.

 

7.2 The Buyer has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

 

8. Entire Agreement . This Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Agreement.

 

9. Amendment and Modification . Any term of this Agreement may be amended with the written consent of the Company and the Stockholder. No delay or failure on the part of the Company in exercising any power or right under this Agreement shall operate as a waiver of any power or right.

 

2  
 

 

10. Waiver of Compliance; Consents .

 

10.1 Any failure of any party to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the performance of such obligation, covenant or agreement or who has the benefit of such condition, but such waiver or failure to insist upon strict compliance with such obligation, covenant, or agreement or condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

 

10.2 Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent will be given in a manner consistent with the requirements for a waiver of compliance as set forth above.

 

11. Transfer, Successor and Assigns . The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. As provided above, any Permitted Transfer shall require the transferee to execute a lock up agreement in accordance with the same terms set forth herein. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

 

12. Attorneys’ Fees . In the event an arbitration, suit or action is brought by any party under this Agreement to enforce any of its terms, or in any appeal there from, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or appellate court.

 

13. Computation of Time . In computing any period of time pursuant to this Agreement, the day of the act, event or default from which the designated period of time begins to run shall be included, unless it is a Saturday, Sunday or a legal holiday, in which event the period shall begin to run on the next day that is not a Saturday, Sunday or legal holiday.

 

14. Governing Law . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED, CONSTRUED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEVADA. THE PARTIES AGREE THAT ANY LITIGATION RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT MUST BE BROUGHT BEFORE AND DETERMINED BY A COURT OF COMPETENT JURISDICTION WITHIN NEVADA.

 

15. Arbitration . If at any time during the term of this Agreement any dispute, difference, or disagreement shall arise upon or in respect of this Agreement, and the meaning and construction hereof, every such dispute, difference, and disagreement shall be referred to a single arbiter agreed upon by the parties, or if no single arbiter can be agreed upon, an arbiter or arbiters shall be selected in accordance with the rules of the American Arbitration Association and such dispute, difference or disagreement shall be settled by arbitration in accordance with the then prevailing commercial rules of the American Arbitration Association, and judgment upon the award rendered by the arbiter may be entered in any court having jurisdiction thereof.

 

16. Further Action . The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of the Agreement.

 

3  
 

 

17. Confidentiality . The parties shall keep this Agreement and its terms confidential, but any party may make such disclosures as it reasonably considers are required by law or necessary to obtain financing. In the event that the transactions contemplated by this Agreement are not consummated for any reason whatsoever, the parties hereto agree not to disclose or use any confidential information they may have concerning the affairs of other parties, except for information which is required by law to be disclosed. Confidential information includes, but is not limited to, financial records, surveys, reports, plans, proposals, financial information, information relating to personnel contracts, stock ownership, liabilities and litigation.

 

18. Costs, Expenses and Legal Fees . Whether or not the transactions contemplated hereby are consummated, each party hereto shall bear its own costs and expenses (including attorneys’ fees).

 

19. Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effecting during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid and unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in nature in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

 

20. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same. Facsimile copies may act as originals.

 

IN WITNESS HEREOF, the parties have duly executed this Agreement as of the date written herewith.

 

Sellers: Admaxoffers.com LLC  
     
By: /s/ Brenda Zimbardi  
Name:  Brenda Zimbardi, President  
     
By: /s/ Brenda Zimbardi  
Name: Brenda Zimbardi  
     
By: /s/ Edward Zimbardi  
Name: Edward Zimbardi  
     
Buyer: EZJR, Inc.  
     
By: /s/ Barry Hall  
Name: Barry Hall  
Title: Chief Executive Officer  

 

4  
 

 

ESCROW AGREEMENT

 

This Escrow Agreement (hereinafter “Escrow Agreement”) is entered into as of the 25 th day of November, 2016 by and among EZJR, a Nevada corporation (“Buyer”) and Admaxoffers.com, LLC, a Georgia Limited Liability Corporation, Edward Zimbardi and Brenda Zimbardi, Georgia residents (hereafter referred to as the “Sellers”) the selling shareholders of EZJR, Inc., and John Dean Harper, Esq ., escrow agent.

 

WITNESSETH

 

In consideration of the mutual promises, covenants, and representations contained herein,

 

THE PARTIES HERETO AGREE AS FOLLOWS:

 

WHEREAS:

 

  A. EZJR, Inc., is a Nevada corporation, currently traded on the OTC-BB under the stock symbol: EZJR.
     
  B. The Selling Shareholders of EZJR, Inc. entered into an Share Purchase Lock-Up Agreement to sell 500,000 Common Shares of EZJR, and;
     
  C. It is necessary to establish a separate escrow account to collect and hold 500,000 Common Shares of EZJR, Inc. and the respective Power of Attorney to transfer these shares, until they are paid-in-full by the Buyer.
     
  D. It is recognized that the share certificates representing 500,000 shares of EZJR, Inc. may be lost, and a replacement certificate may need to be issued by the Quicksilver Transfer Agent.
     
  E. The Buyer and Sellers desire that John Dean Harper, attorney at law, via the John Dean Harper Trust Account (“Escrow Holder”), serve as the Escrow Holder in connection with the Share Purchase Lock-Up Agreement.

 

TERMS:

 

1. The Buyer will forward the amount of Twenty-five Thousand ($25,000) Dollars (USD) to the escrow agent. The Sellers will transfer 500,000 EZJR Common shares along with the required Power of Attorney endorsement to the escrow agent. If the Sellers do not have their physical stock certificate(s), the Sellers agrees to file a Lost Certificate affidavit with Quicksilver Stock Transfer so that a replacement certificate can be issued. Once the funds and certificate arrive at the office of the escrow agent, the escrow agent will send the funds to the Sellers and the certificate to the Buyer.

 

1  
 

 

OTHER CONDITIONS:

 

2.  If for any reason, after the funds are deposited in escrow, and the stock is not deposited with the escrow agent within thirty days, the escrow funds will be returned to the Buyers, per the Buyer’s instructions. Further, if for any reason, the funds are not deposited into the John Dean Harper Client Trust Account by December 15, 2016, this escrow agreement becomes null and void, and the subject shares are released back to the Sellers.

 

3.  The Escrow Holder shall have no duties or obligations other than those specifically set forth herein. The acceptance by the Escrow Holder of its duties under this Escrow Agreement is subject to the terms and conditions hereof, which shall govern and control with respect to its rights, duties, liabilities and immunities.

 

4.   John Dean Harper, Esq., the Escrow Holder shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in acting or refraining from acting on any instrument believed by it to be genuine and to have been signed or presented by the proper party or parties, their officers, representatives or agents. So long as the Escrow Holder has acted in good faith or on the advice of counsel or has not been guilty of willful misconduct or gross negligence, the Escrow Holder shall have no liability under, or duty to inquire beyond the terms and provisions, of this Escrow Agreement, and it is agreed that its duties are purely ministerial in nature. Escrow Holder shall, in no event, be liable for any exemplary or consequential damages.

 

5.  The Escrow Holder does not have any responsibility to review any documents which shall be held in the Escrow Account for accuracy or completeness.

 

6.  The Escrow holder shall not be obligated to take any legal actions hereunder which might, in the Escrow Holder’s judgment, involve any expense or liability, unless the Escrow Holder shall have been furnished with reasonable indemnity.

 

7.  The Escrow Holder is not bound in any way by any other contract or Agreement between the parties hereto whether or not the Escrow Holder has knowledge thereof of its terms and conditions and the Escrow Holder’s only duty, liability and responsibility shall be to hold and deal with the Escrow Documents as herein described.

 

8.  The Escrow Holder shall not be bound by any modification, amendment, termination, cancellation, rescission or super session of this Escrow Agreement unless the same shall be in writing and signed by all of the parties hereto and, if its duties as Escrow Holder hereunder are affected thereby, unless it shall have given prior written consent thereto.

 

9.  The parties hereto each jointly and severally agree to indemnify the Escrow Holder against, and hold the Escrow Holder harmless from anything which the Escrow Holder may do or refrain from doing in connection with his performance or non-performance as Escrow Holder under this Agreement and any and all losses, costs, damages, expenses, claims and attorneys’ fees suffered or incurred by the Escrow Holder as a result of, in connection with or arising from or out of the acts of omissions of the Escrow Holder in performance of or pursuant to this Agreement, except such acts or omissions as may result from the Escrow Holder’s willful misconduct or gross negligence.

 

2  
 

 

10. In the event of any disagreement between the Sellers or the Buyer(s) or their representatives or either of them concerning this Escrow Agreement or between them or any of them and any other person, resulting in adverse claims or demands being made in connection with the funds, or in the event that the Escrow Holder is in doubt as to what action the Escrow Holder should take hereunder, the Escrow Holder may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Holder shall not be or become liable in any way or to any person for its failure or refusal to act, and the Escrow Holder shall be entitled to continue so to refrain from acting until:

 

(a) the rights of the Sellers or Buyer(s) shall have been fully and finally adjudicated through arbitration as provided herein, or by a court of competent jurisdiction; or arbitration.

 

(b) all differences shall have been adjusted and all doubt resolved by agreement between the parties, and the Escrow Holder have been notified thereof in writing signed by all parties.

 

11. Should Escrow Holder become involved in litigation or arbitration in any manner whatsoever on account of this agreement or the Funds and/or the stock certificates, the parties hereto (other than Escrow Holder), hereby bind and obligate themselves, their heirs, personal representatives, successors, assigns to pay Escrow Holder, in addition to any charge made hereunder for acting as Escrow Holder, reasonable attorneys’ fees incurred by Escrow Holder, and any other disbursements, expenses, losses, costs and damages in connection with or resulting from such actions.

 

12. The terms of these instructions are irrevocable by the undersigned unless such revocation is consented to in writing by each of the Sellers or Buyer(s).

 

13. The Escrow Holder may resign as escrow agent in respect of the Funds by giving written notice to the Buyer(s) or their representatives. The resignation of the Escrow Holder shall be effective, and the Escrow Holder shall cease to be bound by this Escrow Agreement, thirty (30) days following the date that notice of resignation was given.

 

14. Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to or sent by registered mail or certified mail, postage prepaid or such other address as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered, mailed, or faxed.

 

15. This Escrow Agreement shall be construed in accordance with the laws of the State of Nevada. The parties consent to the jurisdiction of the courts of the State of Nevada and the United States District Court of Nevada, and their respective appellate Courts and further waive objection to venue in any such court for all cases in controversy relating to disagreement or the relationship between the parties.

 

16. This Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same. Facsimile copies may act as originals.

 

3  
 

 

This Escrow Agreement is executed as of November 25, 2016

 

Sellers:  
Admaxoffers.com, LLC  
     
By: /s/ Brenda Zimbardi  
Name: Brenda Zimbardi  
   President  
     
By: /s/ Brenda Zimbardi  
Name: Brenda Zimbardi  
     
By: /s/ Edward Zimbardi  
Name: Edward Zimbardi  
     
Buyer:  
EZJR, Inc.  
     
By: /s/ Barry Hall  
  Barry Hall  
  Chief Executive Officer  
     
Escrow Agent:  
     
By: /s/ John Dean Harper  
  John Dean Harper, Esq.  
  Escrow Agent  

 

4