Exhibit 10.1

Reign sapphire corporation

- and –

REIGN BRANDS, INC.

- and -

COORDINATES COLLECTION, INC.

- and -

FD9 GROUP B.V.

- and -

OWEN DE VRIES

_____________________________________________

Asset purchase AGREEMENT

_____________________________________________

December 1, 2016

TABLE OF CONTENTS

purchase AGREEMENT

This Purchase Agreement (this " Agreement " ) is entered into as of December 1, 2016,

AMONG :

Reign Sapphire Corporation a corporation incorporated under the laws of the state of Delaware,

(" RGNP ")

- and –

Reign Brands, Inc. , a corporation incorporated under the laws of the state of Delaware,

(“Buyer”)

- and -

Coordinates Collection, Inc ., a corporation incorporated under the laws of the state of Delaware,

(" CCI ")

- and -

FD9 Group B.V. a limited liability company incorporated under the laws of the Netherlands,

(" FD9 ")

- and -

Owen De Vries , an individual residing in the City of Los Angeles in the State of California,

(" De Vries ")

De Vries to be referred to as “CCI Management”.

WHEREAS CCI is a majority-owned subsidiary of FD9;

WHEREAS Buyer is a wholly owned subsidiary of RGNP;

WHEREAS Buyer wishes to purchase from CCI and CCI wish to sell to Buyer, certain assets of CCI used in connection with the CCI Business on the terms and conditions contained herein (the " Asset Purchase ");

AND WHEREAS FD9 owns greater than 51% of the issued and outstanding equity interests of CCI;

AND WHEREAS FD9 (as ultimate parent of CCI) believes that the Asset Purchase is in the best interests of FD9 and CCI and has agreed to enter into this Agreement as set out herein;

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

Article 1
INTERPRETATION

1.1         Interpretation.

In this Agreement:

1.2         Entire Agreement.

This Agreement and the Transaction Documents constitute the entire agreement between the Parties pertaining to the transactions contemplated by this Agreement and the Transaction Documents. There are no representations, warranties, covenants, agreements, conditions, indemnities or other provisions, whether oral or written, express or implied, collateral, statutory or otherwise, relating to the transactions contemplated by this Agreement and the Transaction Documents, except as expressly contained in this Agreement and the Transaction Documents and this Agreement and the Transaction Documents supersede any and all prior and/or contemporaneous agreements and understandings, both written and oral, among the Parties with respect to such subject matter.

1.3         Severability.

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. The Parties shall engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic effect of which comes as near as possible to that of the invalid or unenforceable provisions that it replaces.

1.4         Amendments; Waivers; Investigations.

Except as expressly provided otherwise herein, no amendment or waiver of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless expressly provided otherwise herein. No investigation or waiver made by or on behalf of any Party shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by any other Party pursuant to this Agreement or any Transaction Document.

1.5         Governing Law.

This Agreement will be governed by and any dispute arising out of or relating to this Agreement will be resolved in accordance with the laws of the State of California, without giving effect to conflict of laws principles.

Article 2
ASSET PURCHASE, EQUITY PURCHASE AND INTEREST PURCHASE

2.1         Asset Purchase from CCI.

Article 3
PURCHASE PRICE AND PAYMENT

3.1         Purchase Price; Payment.

As consideration for the Asset Purchase (the consideration listed in Sections 3.1(a)-(d) shall be considered the “Purchase Price”):

3.2         Consulting Agreement. As part of the transaction contemplated by this Agreement, Buyer shall execute a consulting agreement with De Vries. Such consulting agreement shall have an initial term of three years, and De Vries shall have the title of “Founder” of the CCI business.

3.3         Location and Time of the Closing.

The Closing shall take place electronically at 11:59 p.m., EST, on the Closing Date, or such other time on the Closing Date as may be agreed upon in writing between Buyer and CCI (the " Closing Time ").

3.4         Allocation of Purchase Price.

Each of CCI, Buyer and FD9 in filing their respective Tax Returns, shall allocate the Purchase Price, among the Purchased Assets in a manner consistent with the methodology set forth in Exhibit B. CCI Buyer and FD9 agree that the values so attributed to the Purchased Assets are the respective fair market values thereof, and each Party shall file in mutually agreeable form all returns and elections required or desirable under Applicable Laws in a manner consistent with the foregoing allocations.

3.5         Right of First Refusal. If RGNP or Buyer shall choose to sell any Assets related to the CCI Business, including the Purchased Assets, and/or should discontinue the operation of the CCI Business, CCI and FD9 shall have a first right of refusal to purchase such Assets from Buyer at fair market value. CCI shall have a period of thirty days to elect to purchase the Assets related to the CCI Business, including the Purchased Assets. If CCI or FD9 do not exercise its right to purchase such Assets during the thirty day notice period, Buyer and/or RGNP shall have the right to sell such Assets.

3.6         Withholding Taxes.

Notwithstanding any other provision in this Agreement, Buyer and RGNP, as applicable, shall have the right to deduct and withhold Taxes from any payment to be made under this Agreement and any Transaction Documents if such withholding is required by any Applicable Laws and to collect all necessary Tax forms from CCI. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement and any Transaction Document as having been delivered and paid to CCI.

Article 4
due diligence

4.1         Acknowledgements of Purchaser.

Purchaser acknowledges that:

All information provided by CCI to the Buyer within the framework of the due diligence investigation, is accurate and no action was taken by Seller to hide or alter any information related to the Purchased Assets or the due diligence investigation. All information provided shall be considered disclosed. Consequently, without prejudice to any other provisions of this Agreement, (a) there will be no Claim and (b) the Seller will not be liable for any matter causing a Claim, insofar as the Buyer was or should have been aware of a Claim on the Closing Date.

Article 5
REPRESENTATIONS AND WARRANTIES OF
CCI AND CCI MANAGEMENT

CCI and the CCI Management represent and warrant, on a joint and several basis, to Buyer as follows and acknowledges that Buyer is relying upon the representations and warranties set forth below in connection with its purchase of the Purchased Assets.

5.1         Incorporation and Authority.

CCI is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. CCI has all requisite power and authority to own or lease and operate its properties and assets and to carry on the provision of its services.

5.2         Power and Capacity.

5.3         Conflicts; Consents.

The execution and delivery by CCI and the CCI Management of this Agreement and the Transaction Documents does not, and the consummation of the transactions associated with this Agreement and the Transaction Documents will not:

5.4         Properties and Assets.

CCI is the owner of the Purchased Assets (other than Purchased Assets that are leased or licensed) with good and marketable title thereto, free of all Encumbrances (including from Taxes, other than Taxes not yet due and payable). No CCI Shareholder has any registered or beneficial interest in the Purchased Assets. Other than the UCC filings on the Purchased Assets, filed in the state of Delaware, there are no agreements or restrictions which in any way limit or restrict the transfer to Buyer of any of the Purchased Assets. Upon Buyer's payment of the Purchase Price, Buyer will own good, valid and marketable title to the Purchased Assets, free and clear of any and all Encumbrances and good and valid title to the Purchased Assets, free and clear of any and all Encumbrances, will pass to Buyer. Buyer shall not be liable in any way for any action taken with respect to the UCC lien on the Purchased Assets, and it shall be the Sellers’ sole responsibility to discharge all UCC liens on the Purchased Assets. The Purchased Assets and the Assumed Contracts include all Tangible Personal Property and intangible Assets, Contracts and rights used by CCI in the operation of the CCI Business in accordance with the past practice of CCI.

5.5         Compliance with Laws.

CCI is not now, and has never been in violation of any provision of any Applicable Law or order applicable to CCI related to the Purchased Assets. CCI has not directly or indirectly made any payment of funds to any person, or received or retained any funds from any person in violation of any Applicable Law related to the Purchased Assets. No event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation by CCI of, or a failure on the part of CCI to comply with, any Applicable Law in connection with the Purchased Assets. Neither CCI nor any of the CCI Management has received any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any Applicable Law in connection with the Purchased Assets or any actual, alleged, possible or potential proceeding or obligation on the part of CCI or any of the CCI Management to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with the Purchased Assets.

5.6         Consents and Approvals.

No authorization, consent or approval of, or filing with or notice to, any Governmental Authority or other Person is required by CCI or any of the CCI Management in connection with the execution, delivery or performance of this Agreement and the Transaction Documents or the completion of the transactions contemplated by this Agreement and the Transaction Documents. The transfer of the Purchased Assets will not violate any terms of the UCC lien filings related to the Purchased Assets.

5.7         Licenses, Permits, Orders and Authorizations.

No licenses, approvals, consents, ratifications, waivers, notices, registrations, qualifications, designations, filings, franchises, authorizations, security clearances and other permits of, to, from or with, any Governmental Authority are required under Applicable Laws to permit CCI to own, operate, use and maintain the Purchased Assets in the manner in which they are now operated and maintained and to conduct the CCI Business.

5.8         Financial Statements.

The CCI Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and fairly, completely and accurately present the financial position of the CCI Business and the results of its operations as of the dates and throughout the periods indicated. The CCI Financial Statements are true, correct and complete in all respects and fairly present the financial position, Assets and Liabilities, results of operations of CCI as of the dates thereof and for the periods covered thereby. The CCI Financial Statements relate solely to the condition and results of CCI, and not any activity of any of the CCI Management, except for amounts recorded as distributions to the CCI Management.

5.9         No Undisclosed Liabilities.

CCI does not have any Liability related to the Purchased Assets (and there is no basis for any present or future Proceeding giving rise to any Liability), except for: (a) Liabilities set forth in the CCI Financial Statements) and (b) Liabilities that have arisen after the most recent fiscal month end in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of Contract, breach of warranty, tort, infringement, or violation of law). CCI has no Indebtedness related to the Purchased Assets and has not provided any Guarantee for any Indebtedness related to the Purchased Assets. It is understood by CCI and FD9 that Buyer and RGNP are not assuming any liabilities of CCI, and Buyer and RGNP shall not be responsible or liable for the lien on the Purchased Assets, which shall be discharged by Seller prior to Closing.

5.10         Tax Matters.

5.11         Litigation.

There is no Proceeding against or involving CCI (whether in progress or threatened) and no Proceeding has ever been commenced against CCI related to any Purchased Asset. No event has occurred which might give rise to any Proceeding and there is no Order of any Governmental Authority related to any Purchased Asset to which CCI is subject.

5.12         Corrupt Practices.

Neither CCI nor, to the Knowledge of CCI, any officer, director, employee, advisor or agent of CCI, has made any payment, directly or indirectly, on behalf of or to the benefit of CCI, in violation of any Applicable Laws prohibiting the payment of undisclosed commissions or bonuses or the making of bribe or incentive payments or other arrangements of a similar nature with respect to the conduct of the CCI Business, including the Foreign Corrupt Practices Act (U.S.), and CCI has instituted and maintains policies and procedures designed to ensure continued compliance with such Applicable Laws.

5.13         Absence of Certain Changes or Events.

Since incorporation, CCI has conducted the CCI Business only in the ordinary course of business, consistent with past practice and, without limiting the generality of the foregoing, since incorporation: (a) the CCI Business has not incurred or suffered a Material Adverse Change and no fact or condition has occurred or exists or is contemplated or threatened which might reasonably be expected to result in any such Material Adverse Change as it relates to the Purchased Assets; and (b) there has not been any material loss, damage or destruction to, or any material interruption in the use of any of the Purchased Assets.

5.14         Contracts.

Correct and complete copies of all written Contracts related to the Purchased Assets are disclosed in Schedule 4.16 to the CCI Disclosure Schedule. The Contracts disclosed in Schedule 4.16 to the CCI Disclosure Schedule represent all of the Assigned Contracts and each such Contract is a legal and valid obligation of CCI and;

5.15         No Default.

CCI is not in violation or breach of, or default under, and there exists no event, condition or occurrence which, with notice or passage of time or both, would constitute a default under, or give rise to any termination rights under, any provision of an Assumed Contract, license, concession, franchise, permit or grant with respect to the Purchased Assets.

5.16         Insurance.

CCI has not and has never held any insurance policies in respect of the Purchased Assets or the CCI Business.

5.17         Employee Plans; ERISA.

CCI currently does not and never has established an Employee Plan of any kind. CCI does not have any Liability with respect to any Person under Title IV of ERISA.

5.18         Employees.

CCI has 5 employees as of the date of this Agreement, and details of all employment agreements are provided in Schedule 4.20 to the CCI Disclosure Schedule.

5.19         Employment Matters.

CCI:

5.20         Consultants.

Schedule 4.22 to the CCI Disclosure Letter contains a complete and accurate list of the names of all consultants, contactors, including independent sales agents CCI engaged in the CCI Business, whether the consultant is providing services pursuant to an oral or written Contract or policy for the or retainer for services of any Person.

5.21         Non-Arm's Length Transactions.

5.22         Owned Real Property.

CCI currently leases an office space located at 1933 S. Broadway Street, Los Angeles, CA 90007. Buyer shall sublease the office space from CCI for a period of eighteen (18) months, which may be terminated by either party with ninety (90) days written notice. CCI shall ensure that it will not be a violation of the CCI lease to sublease the premises to Buyer. CCI shall take all necessary action to ensure that the sublease will be accepted by the landlord and will not violate the terms of the CCI lease.

5.23         Intellectual Property.

5.24         Computer Systems.

Schedule 4.26 to the CCI Disclosure Schedule sets out an accurate and complete list of all:

5.25         Sufficiency of Purchased Assets.

The Purchased Assets are sufficient to carry on the CCI Business, consistent with past practice and, except for Excluded Assets, constitute all of the Assets owned or used by CCI in conducting the CCI Business. Following Closing, Buyer will have ownership, possession or use of all or substantially all of the Assets that can reasonably be regarded as being necessary for Buyer to be able to carry on the CCI Business.

5.26         Assets in Good Condition.

All the physical Assets comprising the Purchased Assets are in good operating condition and in a state of good maintenance and repair having regard to the use to which the Assets are put and the age thereof. There are no facts or conditions affecting the Purchased Assets which could interfere in any respect with the use, occupancy or operation of the Purchased Assets as currently used, occupied or operated.

5.27         Inventory; Product Warranties and Claims.

5.28         Environmental Matters.

5.29         Privacy Laws.

CCI is in material compliance with all Applicable Laws in respect of: (a) the collection, use and storage by CCI of Personal Information in the course of the CCI Business; and (b) the disclosure or transfer to third parties by CCI of Personal Information in the course of the CCI Business.

5.30         Clients and Customers.

There has not been any Material Adverse Change and, there are no facts disclosed by a current vendor, subcontractor, supplier or customer to CCI which could reasonably be expected to result in a Material Adverse Change, in the business relationship of CCI with any current customer or client or supplier. CCI has not received any oral or written notice that:

5.31         Trade Programs.

There are no previous, current or planned programs, practices or arrangements that relate to trade discounts, rebates, marketing, advertising or other promotional allowances, promotional sales or coupons granted by CCI to the customers of the CCI Business or other programs that affect or will affect the collectability or value of current or future Accounts Receivable in respect of the CCI Business.

5.32         Books of Account.

The books and records of CCI maintained in respect of the CCI Business and the Purchased Assets accurately record all financial transactions in respect of the CCI Business.

5.33         Brokers' Fees.

No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders' fee or other commission or payment in connection with the transactions contemplated by this Agreement based on arrangements made by CCI.

5.34         Bulk Sales Act.

CCI and CCI Management shall, prior to closing, provide Buyer with an affidavit outlining all of CCI’s secured and unsecured creditors, and shall take all actions, including filing such affidavit with such government department or court as is necessary to perfect such affidavit. CCI and CCI Management understand and agree that Buyer and RGNP shall not be liable to any creditors of CCI, and shall not be held responsible or liable for any action by any CCI creditors who obtain a declaration that the sale of the Purchased Assets was invalid, or for any CCI creditors who attempt, or actually take possession of any of the Purchased Assets.

5.35         Material Facts Disclosed.

Neither this Agreement, the Transaction Documents, nor any Schedule or Exhibit attached hereto furnished to Buyer by CCI contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein, in light of the circumstances under which they were made, not misleading.

Article 6
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to CCI as follows and acknowledges that CCI is relying upon the representations and warranties set forth below in connection with the sale of the Purchased Assets.

6.1         Incorporation and Authority.

Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power and authority to own or lease and operate its properties and Assets and to carry on the provision of their services.

6.2         Power and Capacity.

6.3         Conflicts; Consents.

The execution and delivery by Buyer of this Agreement and the Transaction Documents does not, and the consummation of the transactions associated with this Agreement and the Transaction Documents does not and will not:

6.4         Solvency.

Buyer is not now insolvent and will not be rendered insolvent by any of the transactions contemplated under this Agreement and the Transaction Documents. As used in this section, " insolvent " means that the sum of the Liabilities of Buyer, as applicable, exceeds the present fair saleable value of Buyer's. Immediately after giving effect to the consummation of the transactions contemplated under this Agreement and the Transaction Documents: (a) Buyer will be able to pay its Liabilities as they become due in the usual course of its business; (b) Buyer will not have unreasonably small capital with which to conduct its present or proposed business; and (c) Buyer will have Assets (calculated at fair market value) that exceed its Liabilities.

Article 7
REPRESENTATIONS AND WARRANTIES OF RGNP

7.1         Incorporation and Authority.

RGNP is a corporation, duly organized, validly existing and in good standing under the laws of Delaware . RGNP has all requisite power and authority to own or lease and operate its properties and Assets and to carry on the provision of their services.

7.2         Power and Capacity.

7.3         Conflicts; Consents.

The execution and delivery by RGNP of this Agreement and the Transaction Documents does not, and the consummation of the transactions associated with this Agreement and the Transaction Documents does not and will not:

7.4         Authorized Capital

The authorized capital of the RGNP consists of 150,000,000 shares of Common Stock, and 10,000,000 shares of Preferred Stock, of which 35,723,000 shares of Common Stock and 0 shares of Preferred Stock are issued and outstanding.

7.5         Valid Issuance of Securities.

The Common Shares comprising the Purchase Price that are being issued to CCI and ASKCO hereunder when issued and delivered in accordance with the terms hereof for consideration in accordance with the terms hereof will be duly and validly issued, fully paid and non-assessable and free of restrictions on transfer other than restrictions on transfer in the Organizational Documents, and applicable securities laws and regulations.

7.6         Tax Matters.

RGNP has timely filed all Tax Returns required under all Applicable Laws pertaining to Taxes and to which RGNP is subject. RGNP has timely paid all Taxes required by Applicable Laws to be paid, whether or not shown on any Tax Return. All such Tax Returns are accurate and complete. No examination or audit of any Tax Return of RGNP is in progress.

7.7         Undisclosed Liabilities.

RGNP nor any of its subsidiaries has any Liability (and there is no basis for any present or future Proceeding against any of them giving rise to any Liability), except for (a) Liabilities set forth on the face of the most recent balance sheet (rather than in any notes thereto) and (b) Liabilities that have arisen after the most recent fiscal month end in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law).

7.8         Solvency.

RGNP is not now insolvent and will not be rendered insolvent by any of the transactions contemplated under this Agreement and the Transaction Documents. The value of the Purchase Price is reasonably equivalent to the value of such portion of the Purchased Assets.

Article 8
non-competition and non-solicitation

8.1         Non-Competition.

any Person engaged in or concerned with or interested in any business that competes with the CCI Business within the Territory.

8.2         Non-Solicitation.

if such services or business is competitive with the CCI Business in the Territory.

8.3         Acknowledgements.

De Vries acknowledges and agrees that:

8.4         Enforcement.

Article 9

HOLDBACK AND ESCROW

9.1         Holdback Agreement

If requested by the Buyer or RGNP and the managing underwriter of any public offering transaction, each recipient of the RGNP Common Shares pursuant to this Agreement agrees not to effect any public sale or distribution of Common Shares without the prior written consent of the Corporation or such managing underwriter for such period of time as may be requested by the Corporation and such managing underwriter. Each recipient of the RGNP Common Shares pursuant to this Agreement shall sign any necessary escrow agreement or other such agreement, document or instrument necessary to reflect such restriction of any sale or distribution of Common Shares.

9.2         Confidentiality of Notices

Any Shareholder receiving any written notice from the Buyer or RGNP regarding any public offering by RGNP will treat that information confidentially and will not disclose it to any Person other than as necessary to exercise its rights under this Agreement.

Article 10
CLOSING DELIVERIES AND CONDITIONS

10.1         Closing Deliveries from CCI to Buyer.

On or prior to the Closing Time, CCI will duly execute, if applicable, and deliver to Buyer:

10.2         Closing Deliveries from Buyer.

At the Closing, Buyer will duly execute, if applicable, and deliver to CCI:

10.3         Closing Deliveries from RGNP to CCI.

At the Closing, RGNP will duly execute, if applicable, and deliver to CCI:

Article 11
INDEMNIFICATION AND breach of warranties

11.1         Breach of Warranties and Indemnification by CCI and CCI Management.

Subject to the limitations contained in this Agreement, CCI and the CCI Management agree, jointly and severally, to indemnify and hold Buyer and RGNP, its directors, officers, employees and representatives (each, a " Buyer Indemnified Party " and collectively, the " Buyer Indemnified Parties ") harmless from and after the Closing Time, against and in respect of any Losses resulting from:

In the case of a breach or breaches of any CCI Warranty or Warranties listed in this Agreement, and in order to provide an opportunity for CCI to remedy a Breach, to limit the existence and/or the extent of the Damage, or to determine which steps must be taken to limit the Damage, the Buyer shall:

The Buyer hereby declares to be unaware of any Breach of CCI’s Warranties as at the date of this Agreement.

11.2         Indemnification by Buyer

Subject to the limitations contained in this Agreement, Buyer agrees to indemnify and hold CCI and its directors, officers, employees and representatives (each, a " Seller Indemnified Party " and collectively, the " Seller Indemnified Parties ") harmless from and after the Closing Time, against and in respect of any Losses resulting from:

11.3         Indemnification by RGNP

Subject to the limitations contained in this Agreement, RGNP agrees to indemnify and hold the Seller Indemnified Parties harmless from and after the Closing Time, against and in respect of any Losses resulting from:

11.4         Notice of Claim.

If Buyer, RGNP or CCI wishes to make a Claim on their own behalf or on behalf of a Buyer Indemnified Party or Seller Indemnified Party, as applicable, such party shall promptly give notice to the other of the Claim. Notice of any Claim shall specify with reasonable particularity (to the extent that the information is available):

11.5         Procedure for Indemnification by Buyer Indemnified Parties.

11.6         Subrogation.

In the event that an Indemnifying Party shall be obligated to indemnify an Indemnified Party pursuant to the terms of this Agreement, the Indemnifying Party shall, upon fulfillment of its obligations with respect to indemnification (including payment in full of all amounts due pursuant to its indemnification obligations) be subrogated to all rights of the Indemnified Party with respect to the claims to which such indemnification relates.

11.7         Limitations on Indemnification.

Notwithstanding anything to the contrary herein notwithstanding:

11.8         Exclusive Remedy.

The rights of indemnity set forth in this Article 10 are the sole and exclusive remedy of each Party in respect of any misrepresentation, breach of warranty or breach of covenant by the other Party hereunder. Accordingly, each Party waives, from and after the Closing Time, any and all rights, remedies and claims that such Party may have against the other, whether at law, under any statute or in equity (including but not limited to claims for breach of contract, breach of representation and warranty, negligent misrepresentation and all claim for breach of duty), or otherwise, directly or indirectly, relating to the provisions of this Agreement or the transactions contemplated by the Agreement or the Transaction Documents other than as expressly provided for in this Article 10 and other than those arising from fraud, gross negligence or willful misconduct. The Parties agree that if a Claim is made by one Party in accordance with Section 10.1 or 10.2, as the case may be, and there has been a refusal by the other Party to make payment or otherwise provide satisfaction in respect of such Claim, then a Proceeding in accordance with Section 12.4 is an appropriate means to seek a remedy for such refusal. This Article shall remain in full force and effect in all circumstances and shall not be terminated by a breach (fundamental, negligent or otherwise) by any part of its representations, warranties or covenants hereunder or under any documents delivered pursuant hereto or by any termination or rescission of this Agreement by any Party. Notwithstanding the foregoing, in the event of a breach of Article 11 or a breach by CCI of any CCI IP Assignment Agreement to which it is a party, the aggrieved party shall be entitled to seek immediate injunctive relief and for avoidance of doubt, the Seller Cap shall not apply in the event of a breach of Article 11 or any CCI IP Assignment Agreement to which it is a party.

11.9         Survival of Representations, Warranties and Covenants.

To the extent that they have not been fully performed at or prior to the Closing Time, the representations and warranties, covenants and agreements contained in this Agreement and in all certificates and documents delivered pursuant to or contemplated by this Agreement shall terminate at the expiration of 18 months following the Closing, except the representations and warranties contained in:

The period of time a representation, warranty, covenant or agreement survives the Closing pursuant to this Section 11.9 shall be the " Survival Period " with respect to such representation, warranty, claim or agreement. So long as a Buyer Indemnified Party or a Seller Indemnified Party, as applicable, gives notice of a Claim on or before the expiration of the applicable Survival Period, a Buyer Indemnified Party shall be entitled to pursue its rights to indemnification under Section 11.1 of the Agreement and a Seller Indemnified Party shall be entitled to pursue its rights to indemnification under Section 11.2 and 11.3 of the Agreement. In the event notice of any Claim under Sections 11.1, 11.2 and 11.3 the Agreement shall have been given within the applicable Survival Period and such Claim has not been finally resolved by the expiration of such Survival Period, the representations, warranties, covenants or agreements that are the subject of such Claim shall survive the end of the Survival Period of such representations, warranties, covenants and agreements until such Claim is finally resolved, but such representations, warranties, covenants and agreements shall only survive with respect to such asserted Claim. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not adversely affect the right to indemnification, payment of Losses or other remedy based on such representations, warranties, covenants or obligations.

Article 12
CONFIDENTIALITY

12.1         Confidentiality

The Parties shall treat the terms of this Agreement and all information provided under or in connection with this Agreement (collectively, " Confidential Information ") as confidential and may not either disclose Confidential Information or use it other than for bona fide purposes connected with this Agreement, the CCI Business or any other agreements or instruments in any way related to this Agreement without the prior written consent of the other Parties, provided , that , RGNP shall make all necessary regulatory filings with the Securities and Exchange Commission, including, but not limited to a Form 8-K, and consent is also not required for disclosure to:

Article 13
MISCELLANEOUS

13.1         Expenses.

Each Party shall pay its own expenses in connection with the negotiation, preparation and performance of this Agreement and the consummation of the transactions, including all fees and expenses of investment bankers, financial advisors, legal counsel, and independent accountants.

13.2         Notices.

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party shall be in writing and may be given by sending same by facsimile, email or by delivery by hand addressed to the Party to which the notice is to be given at the applicable address noted below. Any such notice, consent, waiver, direction or other communication, if sent by facsimile or email, shall be deemed to have been given and received at the time of receipt (if a Business Day or, if not, the next succeeding Business Day) unless actually received after 4:00 p.m. (local time) at the point of delivery in which case it shall be deemed to have been received on the next succeeding Business Day; or, if delivered by hand, shall be deemed to have been received on the day on which it is delivered (if a Business Day, if not, the next succeeding Business Day). Notice of change of address shall also be governed by this Section 12.2. In the event of general discontinuance of postal service due to strike, lock-out or otherwise, notices, consents, waivers, directions or other communications shall be given by facsimile or email or by delivery by hand and shall be deemed to have been received in accordance with this Section 12.2.

The address for each of the parties shall be as follows:

Reign Brands, Inc.

Attn: Joseph Segelman

9465 Wilshire Boulevard

Beverly Hills, CA 90212

with a copy to (which shall not constitute notice):

Bart and Associates, LLC

Attn: Ken Bart

8400 East Prentice Avenue

Suite 1500

Greenwood Village, CO 80111

Reign Sapphire Corporation

Attn: Joseph Segelman

9465 Wilshire Boulevard

Beverly Hills, CA 90212

Coordinates Collection, Inc.
Attn: Owen De Vries

1933 S. Broadway Street

Los Angeles, CA 90007

13.3         Press Releases and Public Announcements.

No Party shall issue or otherwise disseminate any press release or other public notice related to this Agreement, the Transaction Documents or any of the transactions contemplated hereby without the prior written consent of the other Parties. Notwithstanding the foregoing, Buyer or RGNP shall be permitted to issue any press release or other public notice related to this Agreement, the Transaction Documents or any of the transactions contemplated hereby, without the consent of any other Party if such release is required by a Governmental Authority, a recognized securities exchange on which its securities are or may be listed or any Applicable Law.

13.4         Arbitration.

13.5         Assignments, Successors and No Third-Party Rights.

CCI shall not assign any of its rights or obligations under this Agreement without the prior written consent of Buyer. Buyer may assign any of its rights, but not its obligations, under this Agreement without the consent of CCI to an affiliate of Buyer or to a purchaser of all of the Assets or outstanding securities of Buyer. If RGNP shall experience a change of control, or if it shall sell to a purchaser substantially all of its assets or greater than fifty-percent (50%) of its equity, such purchaser shall consent to all terms in this Agreement, specifically the issuance of the shares representing the Purchase Price. Subject to the preceding three sentences, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the Parties. Except as expressly set forth in this Agreement, no Person other than the Parties hereto has any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.

13.6         Enurement.

This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns.

13.7         Counterparts.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same instrument, and will become effective when one or more counterparts have been signed by each of the parties. Delivery of an executed counterpart of a signature page of this Agreement by .pdf attachment to a transmission by electronic mail or by facsimile transmission shall each be effective as delivery of a manually executed original counterpart hereof.

13.8         Independent Legal Advice.

Each of the Parties acknowledges that they: (a) have been advised by the other Parties to seek independent legal advice; (b) have sought such independent legal advice or deliberately decided not to do so; (c) understand their rights and obligations under this Agreement; and (d) are executing this Agreement voluntarily.

The duly authorized representatives of each party executed this Purchase Agreement on the date set out in the preamble.

Exhibit A
Purchased Assets

Exhibit B
Allocation of Purchase Price

Exhibit 10.2

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this " Agreement ") is made effective as of the 1st day of December, 2016, by and between Coordinates Collection, Inc., a Delaware corporation (the " Seller ", or " Assignor ") and Reign Brands, Inc. a Delaware corporation (the " Assignee " or " Buyer ").

WHEREAS the Seller, the Buyer, FD9 Group, B.V. and Reign Sapphire Corporation, entered into an asset purchase agreement dated as of the date hereof (the " Purchase Agreement ");

AND WHEREAS this Agreement is delivered pursuant to the terms and conditions of the Purchase Agreement;

AND WHEREAS all capitalized terms not defined herein shall have the meanings assigned to them in that Purchase Agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

[Signature Page to Assignment and Assumption]

Exhibit 10.3

BILL OF SALE

December 1, 2016

KNOW ALL PERSONS BY THESE PRESENTS, that Coordinates Collection, Inc., a Delaware corporation (the “ Seller ”), a subsidiary of FD9 Group, B.V., has entered into that certain Asset Purchase Agreement with Reign Brands, Inc. (“Buyer”) and Reign Sapphire Corporation dated as of the date hereof (the “ Purchase Agreement”) , providing for, inter alia , Seller’s sale to Buyer of all right, title and interest in and to the Purchased Assets. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Purchase Agreement.

1.           Transfer of Assets . Subject to the terms and conditions set forth in the Purchase Agreement, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby sells, conveys, assigns, transfers and delivers to Buyer, its successors and assigns, forever, all right, title and interest in and to the Purchased Assets.

2.           Further Actions . At any time, and from time to time, after the date hereof, Seller shall execute and deliver or cause to be executed and delivered to Buyer such other instruments and take such other action, all as Buyer may reasonably request, in order to carry out the intent and purpose of this Bill of Sale.

3.           Representations and Warranties; Conflict with Purchase Agreement . This Bill of Sale is subject to the representations, warranties and covenants set forth in the Purchase Agreement. In the event of any conflict between the provisions hereof and the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall govern.

4.           Amendments and Waivers . This Bill of Sale may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by Buyer and Sellers or, in the case of a waiver, by the party waiving compliance.

5.           Governing Law . THIS BILL OF SALE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES.

[ Signature Page Follows ]

IN WITNESS WHEREOF, Sellers have executed this Bill of Sale effective as of the date first set forth above.

[Signature Page to Bill of Sale]

Exhibit 10.4

Confidentiality and Proprietary Rights Agreement

THIS CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT (the " Agreement ") is made as of the 1st day of December, 2016.

BETWEEN:

_________________ , an officer and director of the Company (as defined below),

(hereinafter referred to as the " Recipient "),

- and -

COORDINATES COLLECTION, INC. ., a corporation incorporated under the laws of Delaware ,

(hereinafter referred to as the " Company ", and collectively with the Recipient, the " Parties " and each a " Party ")

WHEREAS:

NOW THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the Parties agree as follows:

" Confidential Information " means information, whether or not created by the Recipient, that relates to the business or affairs of the Company, its employees, customers or suppliers and is confidential or proprietary to, about or created by the Company, its employees, customers or suppliers and includes, without limitation, the following types of information and other information of a similar nature (whether or not reduced to writing or designated or marked as confidential):

but Confidential Information does not include:

" Developments " means all discoveries, inventions, designs, works of authorship, improvements and ideas (whether or not patentable or copyrightable) and legally recognized proprietary rights (including, but not limited to, patents, copyrights, trademarks, topographies, know-how and trade secrets), and all records and copies of records relating to the foregoing, that:

" Intellectual Property " means:

"Personal Information" means:

The Recipient warrants to the Company that:

The Recipient will not, in the performance of his or her duties with the Company:

Recipient will fully hold harmless and indemnify the Company should the Company be damaged in any way by a breach of these warrants and representations made by Recipient.

From time to time, the Company may enter into business transactions, such as the purchase, sale, lease, merger, amalgamation, public offering or any other type of acquisition, disposition of, or financing of, or the taking or granting of a security interest in, all or a portion of, any business, activity or asset of the Company or another organization (a " business transaction "). In the context of the negotiation, review or completion of a business transaction, the Company may collect, use or disclose the Personal Information of its officers, directors, employees, agents and independent contractors. To the extent that your consent is required under applicable privacy laws, if any, for the Company to use your Personal Information for purposes of a business transaction, you hereby consent to the Company collecting, using and disclosing your Personal Information.

This Agreement is governed by and construed in accordance with the federal Defend Trade Secrets Act, 18 U.S.C. 1836, et seq. The Company notifies Recipient, consistent with 18 U.S.C. 1833(b)(3)(A), that: (a) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to a lawyer, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint filed under seal or other document filed under seal in a lawsuit or other proceeding; or (b) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal, and (ii) does not disclose the trade secret, except pursuant to court order.

[Signature Page Follows]

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

[SIGNATURE PAGE TO CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT] 

Exhibit 10.5

ASSIGNMENT AND CONTRIBUTION AGREEMENT

THIS ASSIGNMENT AGREEMENT (this “Agreement”), is entered into on December 1, 2016, by and between __________________________ (the “Assignor”) and Coordinates Collection, Inc., a Delaware Corporation (the “Assignee”), hereinafter collectively referred to as (the “Parties”).

WHEREAS , Assignor desires to contribute and assign all rights and title to all intellectual property of Coordinates Collection, Inc., to Assignee.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties hereto agree as follows:

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

EXHIBIT A