EXHIBIT 10.1

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “ Agreement ”), dated as of October 14, 2016, by and among Ahmed Guled (the “ Seller ”); Linux Labs Technologies, Inc., a Georgia corporation (the “ Buyer ”); and Sirrus Corp., a Nevada corporation (the “ Company ,” and with the Seller and Buyer, the “ Parties ,” each being a “ Party ”).

WHEREAS , the Seller own an aggregate of 25,000,000 shares (the “ Shares ”) of common stock, par value $0.00001 per share (the “ Common Stock ”), of the Company, representing approximately 69.90% of the issued and outstanding share capital of the Company on a fully-diluted basis;

WHEREAS , the Company is indebted to the Seller for an aggregate amount specified on Annex B attached hereto (the “ Indebtedness ”);

WHEREAS , Seller wish to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares and Indebtedness, subject to the terms and conditions set forth herein;

NOW , THEREFORE , in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Share Purchase and Sale . Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 1 ), Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Seller’ right, title and interest in and to the Shares. The purchase price for the Shares and Indebtedness shall be an aggregate of Fifty Thousand U.S. Dollars ($50,000.00) (the “ Purchase Price ”), of which $40,000.00 shall be allocated to the Shares and $10,000.00 shall be allocated to the Indebtedness.

2. Closing . Subject to the terms and conditions contained in this Agreement, the purchase and sale of the Shares and Indebtedness contemplated hereby shall take place at a closing (the “ Closing ”) to be held at the offices of Magri Law, LLC in Fort Lauderdale, FL, or at such other place or on such other date as Buyer and Seller may mutually agree upon in writing within two (2) business days after the date on which all of the conditions and obligations of the Parties as set forth in this Agreement shall have been substantially satisfied in all material respects or otherwise duly waived, or on such other date and at such other place and date as the Buyer and the Seller may hereafter agree upon in writing (such date of the Closing being referred to herein as the “ Closing Date ”).

 

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3. Deliverables at Closing .

(a) At the Closing, Seller shall deliver to Buyer the following:

(i) a copy of this Agreement duly executed by the Seller;

(ii) a stock certificate or certificates evidencing his Shares, free and clear of all lien, pledge, encumbrance, charge, security interest, claim or right of another (collectively, “ Encumbrances ”), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank;

(iii) a copy of the Debt Assumption Agreement, in the form attached hereto as Annex C , duly executed by the Seller;

(iv) a duly executed resignation letter thereby resigning as a member of the Board of Directors and all positions with the Company, effective on the Closing Date;

(b) At the Closing, Buyer shall deliver to each Seller the following:

(i) a copy of this Agreement duly executed by the Buyer;

(ii) the Purchase Price consisting of Ten Thousand U.S. Dollars ($10,000.00) paid by wire transfer to a bank account designated in writing by the Seller and a secured promissory note, substantially the form attached hereto as Annex A , in the aggregate principal amount of Forty Thousand U. S. Dollars ($40,000.00).

(iii) a copy of the Debt Assumption Agreement, in the form attached hereto as Annex C , duly executed by the Buyer;

(c) At the Closing, the Company shall deliver to the Buyer the following:

(i) a copy of this Agreement duly executed by an authorized officer of the Company;

(ii) a copy of the Debt Assumption Agreement, in the form attached hereto as Annex C , duly executed by an authorized officer of the Company;

(iii) duly executed Board resolutions therein authorizing the execution, delivery and performance of this Agreement and Debt Assumption Agreement and the consummation of the transactions contemplated by such agreements, accepting the Seller’s resignation as a Board member and officer of the Company, appointing Sparrow Marcioni (or other person designated by Buyer) as a member of the Board of Directors and as the Chief Executive Officer, Secretary and Treasurer of the Company, and Steven James as the Chief Technology Officer of the Company, effective on the Closing Date;

 

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(iv) A complete stockholder ledger of the stockholders of the Company as of the Closing Date;

(v) All Board and stockholder minutes and resolutions since inception;

(vi) EDGAR filing codes of the Company;

(vii) All XBRL files of the Company for the past 12 months;

(viii) All Company corporate and financial records from inception to current delivered by electronic form and hard copy to Magri Law, LLC;

(ix) All Company accounting files previously provided to Accountants and Auditors from inception to current to Magri Law, LLC; and

(x) A detailed list of all payables owed by the Company as of the Closing Date.

4. Closing Conditions .

(a) The obligation of the Seller to sell, transfer and assign the Shares and Indebtedness to Buyer hereunder is subject to the satisfaction of the following conditions as of the Closing Date:

(i) the representations and warranties of the Buyer in Section 6 hereof shall be true and correct on and as of the Closing Date with the same effect as though made at and as of such date;

(ii) Buyer shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date;

(b) The obligation of Buyer to purchase the Shares and Indebtedness from Seller is subject to the satisfaction of the following conditions as of the Closing:

(i) the representations and warranties of Seller in Section 5 shall be true and correct on and as of the Closing Date with the same effect as though made at and as of such date;

(ii) the Company and Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date;

(iii) the Company and Seller shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the transactions contemplated herein;

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(iv) Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Board of directors of the Company therein authorizing the execution, delivery and performance of this Agreement and the Debt Assumption Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby.

5. Representations and Warranties of the Seller and Company . The Seller and the Company, jointly and severally, represent, warrant and covenant to and with Buyer, both as of the date of this Agreement and as of the Closing Date, as an inducement to Buyer to enter into this Agreement and the Debt Assumption Agreement and to consummate the transaction contemplated hereby as follows:

(a) Organization . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full power and authority to own, lease and operate its properties and to carry on its business as now being and as heretofore conducted. The Company is not qualified or licensed to do business as a foreign corporation in any other jurisdiction and neither the location of its assets nor the nature of its business requires it to be so qualified.

(b) Authorization . The Company and the Seller are fully able, authorized and empowered to execute and deliver this Agreement, the Debt Assumption Agreement and any other agreement or instrument contemplated by this Agreement and the Debt Assumption Agreement and to perform their respective covenants and agreements hereunder and thereunder. This Agreement and the Debt Assumption Agreement and any such other agreement or instrument, upon execution and delivery by the Seller and the Company (and assuming due execution and delivery hereof and thereof by the other Parties hereto and thereto), will constitute a valid and legally binding obligation of the Seller and the Company, in each case enforceable against each of them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditors' rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against the Company and the Seller under or by virtue of this Agreement or such other agreement or instrument.

(c) Ownership of the Shares . The Seller is the record and beneficial owner of the Shares. The Seller holds the Shares free and clear of any Encumbrances and has the absolute right to sell and transfer the Shares to the Buyer as provided in this Agreement without the consent of any other person or entity. Upon transfer of the Shares to Buyer hereunder, Buyer will acquire good and marketable title to the Shares free and clear of any Encumbrance, other than applicable securities laws.

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(d) No Breach . Neither the execution and delivery of this Agreement nor compliance by the Company and/or the Seller with any of the provisions hereof nor the consummation of the transactions and actions contemplated hereby will

(i) violate or conflict with any provision of the Articles of Incorporation or By-Laws of the Company;

(ii) violate or, alone or with notice of the passage of time, result in the breach or termination of, or otherwise give any contracting Party the right to terminate, or declare a default under, the terms of any agreement or other document or undertaking, oral or written to which the Seller and/or the Company is a Party or by which any of them or any of their respective properties or assets may be bound;

(iii) result in the creation of any Encumbrance upon any of the properties or assets of the Seller and/or the Company;

(iv) violate any statute, ordinance, regulation judgment, order, injunction, decree or award of any court or governmental or quasi-governmental agency against, or binding upon the Seller and/or the Company or upon any of their respective properties or assets; or

(v) violate any law or regulation of any jurisdiction relating to the Seller and/or the Company or any of their respective assets or properties.

(e) Obligations; Authorizations . Neither the Company nor the Seller is (i) in violation of any judgment, order, injunction, award or decree which is binding on any of them or any of their assets, properties, operations or business which violation, by itself or in conjunction with any other such violation, would materially and adversely affect the consummation of the transaction contemplated hereby; or (ii) in violation of any law or regulation or any other requirement of any governmental body, court or arbitrator relating to him or it, or to his or its assets, operations or businesses which violation, by itself or in conjunction with other violations of any other law, regulation or other requirement, would materially adversely affect the consummation of the transaction contemplated hereby.

(f) Consents . There are no consents necessary or required from any third Parties, including, but not limited to, governmental or other regulatory agencies, federal, state or municipal, required to be received by or on the part of the Company and the Seller for the execution and delivery of this Agreement and the performance of their respective obligations hereunder. The Seller shall file a Form 4 and Schedule 13D amendment immediately upon Closing.

 

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(g) SEC Reports . The Company has filed with the Securities and Exchange Commission (the “ SEC ”) all reports required to be filed under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and is “current” in its reporting (the “ SEC Reports ”). As of their respective dates, the SEC Reports comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and none of the SEC Reports contained an untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Reports is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). The Company has not received any communication from the SEC, FINRA or any other regulatory authority regarding any SEC Report or any disclosure contained therein.

(h) Financial Statements . The financial statements (the “ Financial Statements ” of the Company included in the SEC Reports, including in each case the related notes thereto, (i) are in accordance with the books and records of the Company, (ii) are correct and complete in all material respects, (iii) present fairly the financial position and results of operations of the Company as of the respective dates indicated (subject, in the case of unaudited statements, to normal, recurring adjustments, none of which were material) and (iv) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (“ GAAP ”). As of their respective dates, the Financial Statements complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.

(i) Capitalization . The authorized capital stock of the Company consists of 100,000,000 shares of Preferred Stock, none of which are issued and outstanding, 200,000,000 shares of Common Stock, of which 35,763,339 shares are issued and outstanding as of the close of business on the date of this Agreement. All of the issued and outstanding shares of Common Stock are duly authorized and validly issued and outstanding, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights. There are (i) no outstanding options, warrants, debentures, notes, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, (ii) no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act, and (iii) no anti-dilution or price adjustment provisions contained in any security issued by the Company (or any agreement providing any such rights).

(j) Liabilities . On the date hereof, there are no liabilities, debts or obligations of the Company, whether accrued, absolute, contingent or otherwise, that are not reflected in the Financial Statements.

 

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(k) Shell Company . The Company is a “shell company,” as defined in Rule 12b-2 of the Exchange Act.

(l) Actions and Proceedings . Neither of the Seller nor the Company is a subject to any outstanding orders, writs, injunctions or decrees of any court or arbitration tribunal or any governmental department, commission, board, agency or instrumentality, domestic or foreign, against, involving or affecting the business, properties or employees of the Company or the Seller’ right to enter into, execute and perform this Agreement (or any of the transactions contemplated hereby). There are no actions, suits, claims or legal, administrative or arbitration proceedings or investigations, including any warranty or product liability claims (whether or not the defense thereof or liabilities in respect thereof are covered by policies of insurance) relating to or arising out of the business, properties or employees of the Company pending or, to the best knowledge of the Company and the Seller, threatened against or affecting the Company.

(m) Compliance with Laws . The Company has complied in all respects with all laws, ordinances, regulations and orders applicable to the conduct of its business, including all laws relating to environmental matters, employees and working conditions.

(n) Bank Accounts and Credit Cards . At Closing, the Company will not have any bank accounts, safe deposit boxes or credit or charge cards registered in the name of or for the benefit of the Seller or anyone else.

(o) Stockholders . To be provided at Closing is a current stockholder list as provided by the Company’s transfer agent. The Company and the Seller each represent and warrant that there are no other stockholders of the Company, and no other person who owns or controls the shares of the Company, other than as indicated on said stockholder list.

(p) Subsidiaries . There are no corporations, partnerships or other business entities controlled by the Company. As used herein, “controlled by” means (i) the ownership of not less than fifty (50%) percent of the voting securities or other interests of a corporation, partnership or other business entity, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation, partnership or other business entity, whether through the ownership of voting shares, by contract or otherwise. The Company has not made any investments in, nor does it own, any of the capital stock of, or any other proprietary interest in, any other corporation, partnership or other business entity.

(q) Litigation, Compliance with Law . There are no actions, suits, proceedings, or governmental investigations (or any investigation of any self-regulatory organization) relating to the Company or to any of its properties, assets or businesses pending or, to the best of its knowledge, threatened, or any order, injunction, award or decree outstanding against the Company or against or relating to any of its properties, assets or businesses. The Company is not in violation of any law, regulation, ordinance, order, injunction, decree, award or other requirements of any governmental body, court or arbitrator relating to its properties, assets or business.

 

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(r) Agreements and Obligations; Performance . The Company is not a Party to, or bound by any: (i) contract, arrangements, commitment or understanding; (ii) contractual obligation or contractual liability of any kind to any person; (iii) contract, arrangement, commitment or understanding with a potential or actual customer or any officer, employee, stockholder, director, representative or agent thereof; (iv) contract for the purchase or sale of any materials, products or supplies; (v) contract of employment with any officer or employee; (vi) deferred compensation, bonus or incentive plan or agreement; (vii) management or consulting agreement; (viii) lease for real or personal property (including borrowings thereon), license or royalty agreement; (ix) union or other collective bargaining agreement; (x) agreement, commitment or understanding relating to any Liability; (xi) contract involving aggregate payments or receipts of any amount of funds; (xii) contract containing covenants limiting the freedom of the Company to engage or compete in any line of business or with any person in any geographic area; (xiii) contract or opinion relating to the acquisition or sale of any business; (xiv) voting trust agreement or similar stockholders' agreement; and/or (xiv) other contract, agreement, commitment or understanding which affects its securities or any of its properties, assets or business.

(s) Permits and Licenses . The Company is in compliance in all respects with all requirements, standards and procedures of the federal, state, local and foreign governmental bodies which issued such permits, licenses, orders, franchises and approvals.

(t) Employee Benefit Plans . The Company does not maintain and is not required to make contributions to any “pension” and “welfare” benefit plans (within the respective meanings of Sections 4(2) and 4(1) of the Employee Retirement Income Security Act of 1974, as amended).

(u) Trading . The shares of Common Stock are quoted on the OTC Pink Sheets under the symbol “SRUP” and the shares of Common Stock are eligible for deposit with the DTC. Actual sales of shares of Common Stock have taken place in the over-the-counter market and have been reported on the OTC. The Company has not received any correspondence and/or notice (nor has any reason to believe it will in the future receive) regarding the continued eligibility of the Common Stock to be quoted on the OTC Pink Sheets or deposited with the DTC.

 

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(v) Insurance . The Company has no insurance policies. The Company does not provide any insurance.

(w) Broker, Finder, etc. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller and/or the Company

(x) Disclosure . Neither this Agreement, nor any certificate, exhibit, or other written document or statement, furnished to the Buyer by the Seller and/or the Company in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to be stated in order to make the statements contained herein or therein not misleading.

6. Representation and Warranties of Buyer .

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

(b) Authorization . Buyer has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and (assuming due authorization, execution and delivery by Seller and the Company) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.

(c) Investment Intent . Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

(d) Consents . No governmental, administrative or other third Party consents or approvals are required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

 

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(e) Actions, Legal Proceedings . There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

(f) Broker, Finder, etc . No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.

7. Survival . All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Closing hereunder.

8. Indemnification . Seller shall jointly and severally indemnify Buyer and hold Buyer harmless against and in respect of any and all losses, liabilities, damages, obligations, claims, Encumbrances, costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by Buyer resulting from any breach of any representation, warranty, covenant or agreement made by Seller herein or in any instrument or document delivered to Buyer pursuant hereto.

9. Further Assurances . Following the Closing, each of the Parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

10. Termination . This Agreement may be terminated at any time prior to the Closing (a) by the mutual written consent of Buyer and Seller or (b) by either Buyer or Seller if (i) a breach of any provision of this Agreement has been committed by the other Party and such breach has not been cured within 30 days following receipt by the breaching Party of written notice of such breach, or (ii) the Closing does not occur by October 31, 2016. Upon termination, all further obligations of the Parties under this Agreement shall terminate without liability of any Party to the other Parties to this Agreement, except that no such termination shall relieve any Party from liability for any fraud or willful breach of this Agreement.

11. Expenses . All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.

12. Notices . All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “ Notice ”) shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.

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13. Entire Agreement . This Agreement constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

14. Successor and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign any of its rights or obligations hereunder without the prior written consent of the other Parties hereto, which consent shall not be unreasonably withheld or delayed.

15. Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

16. Amendment and Modification; Waiver . This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

17. Severability . If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

18. Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction).

19. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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

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Annex A

[FORM OF PROMISSORY NOTE]

 

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Annex C

[Debt Assumption Agreement]

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EXHIBIT 10.2

6% SECURED PROMISSORY NOTE

$40,000.00

Date: October 14, 2016

FOR VALUE RECEIVED , LINUX LABS TECHNOLOGIES , INC. a Georgia corporation, (“ Maker ”), promises to pay Ahmed Guled (“ Holder ”), in lawful money of the United States, the principal sum of Forty Thousand Dollars ($40,000.00) , plus interest thereon (the “ Promissory Note ”) from the date of issuance until paid in full, as set forth below.

1. Interest Rate

Interest on the principal sum of this Promissory Note shall accrue at the rate of six percent (6%) per annum.

2. Payments/Forgiveness

The entire principal sum and all accrued but unpaid interest and any other sums payable hereunder shall be due and payable in full on by 5:00 PM (Eastern Standard Time) on April 14, 2017.

3. Security

The Maker's performance of its obligations hereunder is secured by a security interest in the collateral specified in a Stock Pledge Agreement by and between the Maker and Holder that is dated as of the same date as this Promissory Note.

4. Prepayment

The Maker may prepay all or any portion of the principal of this Promissory Note at any time and from time to time without premium or penalty. Any such prepayment shall be applied against the installments of principal due under this Promissory Note in the inverse order of their maturity and shall be accompanied by payment of accrued interest on the amount prepaid to the date of prepayment.

5. Application of Payments

All payments received by Holder shall be applied first to accrued interest, if any, then to other charges due with respect to this Promissory Note, and then to then-unpaid principal balance.

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6. Cancellation of Promissory Note .

Upon the repayment by the Maker of all of its obligations hereunder to the Holder, including, without limitation, the indebtedness evidenced hereby shall be deemed canceled and paid in full.

7. Severability.

If any provision of this Promissory Note is, for any reason, invalid or unenforceable, the remaining provisions of this Promissory Note will nevertheless be valid and enforceable and will remain in full force and effect. Any provision of this Promissory Note that is held invalid or unenforceable by a court of competent jurisdiction will be deemed modified to the extent necessary to make it valid and enforceable and as so modified will remain in full force and effect.

8. Default and Remedies

	a.	Default
		Maker will be in default under this Promissory Note if (i) Maker fails to make a payment of principal and/or interest hereunder when due; or (ii) Maker breaches any other covenant or agreement under this Promissory Note; or (iii) Maker defaults under any other provision of this Promissory Note or under any guarantee or other agreement providing security for the payment of this Promissory Note; or (iv) Maker breaches any representation or warranty under this Promissory Note or any such guarantee or other agreement; or (v) there occurs the liquidation, dissolution, death or incompetency of the Maker or any individual, corporation, partnership or other entity guaranteeing or providing security for the payment of this Promissory Note; or (vi) there occurs the sale of a material portion of the business and assets of the Maker or any corporation, partnership or other entity guaranteeing or providing security for the payment of this Promissory Note; or (vii) there occurs the making of any assignment for the benefit of creditors by the Maker or by any individual, corporation, partnership or other entity guaranteeing or providing security for the payment of this Promissory Note; or (viii) Maker is declared to be in default by a court of competent jurisdiction or by an arbitrator for any reason.

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	b.	Remedies
		Upon Maker's default, Holder may (i) upon fifteen (15) days' written notice to Maker, declare the entire principal sum and all accrued and unpaid interest hereunder immediately due and payable and (ii) exercise any and all remedies provided under applicable law. Upon receipt of written notice of default hereunder the Maker shall be granted by the Holder sixty (60) days from the date of the written notice to cure such default. The Holder’s remedies provided in this Promissory Note shall be cumulative and in addition to all other remedies available to the Holder under this Promissory Note, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy of the Holder contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit the Holder’s right to pursue actual damages for any failure by the Maker to comply with the terms of this Promissory Note. No remedy conferred under this Promissory Note upon the Holder is intended to be exclusive of any other remedy available to the Holder, pursuant to the terms of this Promissory Note or otherwise. No single or partial exercise by the Holder of any right, power or remedy hereunder shall preclude any other or further exercise thereof. The failure of the Holder to exercise any right or remedy under this Promissory Note or otherwise, or delay in exercising such right or remedy, shall not operate as a waiver thereof. Every right and remedy of the Holder under any document executed in connection with this transaction may be exercised from time to time and as often as may be deemed expedient by the Holder. The Maker acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Maker therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, and specific performance without the necessity of showing economic loss and without any bond or other security being required.

9. Waivers

	a.	Maker, and any endorsers or guarantors hereof, severally waive diligence, presentment, protest and demand and also notice of dishonor of this Promissory Note. No extension of time for the payment of this Promissory Note, or any installment hereof, agreed to by Holder with any person now or hereafter liable for the payment of this Promissory Note, shall affect the original liability of Maker under this Promissory Note, even if Maker is not a party to such agreement. Holder may waive its right to require performance of or compliance with any term, covenant or condition of this Promissory Note only by express written waiver.
	b.	The failure or delay by Holder in exercising any of its rights hereunder in any instance shall not constitute a waiver thereof in that or any other instance. Holder may not waive any of its rights except by an instrument in writing signed by the holder.

 

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10. Miscellaneous

	a.	Maker shall pay all costs, including, without limitation, reasonable attorneys' fees and costs incurred by Holder in collecting the sums due hereunder, whether or not any legal action is actually filed, litigated or prosecuted to judgment or award. In the event of any action or legal proceeding concerning this Promissory Note or the enforcement of any rights hereunder, Holder shall be entitled to, in addition to any other relief to which Holder may be entitled, all legal and court costs and expenses, including reasonable attorneys' fees, incurred by Holder in connection with such action.
	b.	This Promissory Note may be modified only by a written agreement executed by Maker and Holder.
	c.	This Promissory Note and the obligations of the undersigned shall be governed in all respects by and construed in accordance with the laws of the State of Nevada. This Promissory Note shall be deemed a contract made under the laws of the State of Nevada and the validity of this Promissory Note and all rights and liabilities hereunder shall be determined under the laws of said State. For purposes of any proceeding involving this Promissory Note or any of the obligations of the undersigned, the undersigned hereby submits to the non-exclusive jurisdiction of the courts of the State of Nevada having jurisdiction in the State of Nevada, and agrees not to raise and waives any objection to or defense based upon the venue of any such court or based upon forum non conveniens. The undersigned agrees not to bring any action or other proceeding with respect to this Promissory Note or with respect to any of its obligations in any other court unless such courts of the State of Nevada determine that they do not have jurisdiction in the matter.
	d.	This Note may be not assigned, transferred or negotiated by the holder to any Person at any time without notice to or the consent of the Maker. The Maker may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Holder. This Note shall inure to the benefit of and be binding upon the parties hereto and their permitted assigns.
	e.	The terms of this Promissory Note shall inure to the benefit of and bind Maker and Holder and their respective heirs, legal representatives and successors and assigns.
	f.	Time is of the essence with respect to all matters set forth in this Promissory Note.
	g.	If this Promissory Note is destroyed, lost or stolen, Maker will deliver a new Promissory Note to Holder on the same terms and conditions as this Promissory Note, with a notation of the unpaid principal and accrued and unpaid interest in substitution of the prior Promissory Note. Holder shall furnish to Maker reasonable evidence that the Promissory Note was destroyed, lost or stolen and any security or indemnity that may be reasonably required by Maker in connection with the replacement of this Promissory Note.

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	h.	All payments of principal and interest shall be made in lawful currency of the United States of America to the Holder at the address shown above or to a different location upon receipt of written notice from the Holder.
	i.	The Maker agrees to pay on demand (i) all expenses (including, without limitation, legal fees and disbursements) incurred in connection with the negotiation and preparation of this Promissory Note and any documents in connection with this Promissory Note, and (ii) all expenses of collecting and enforcing this Promissory Note and any guarantee or collateral securing this Promissory Note, including, without limitation, expenses and fees of legal counsel, court costs and the cost of appellate proceedings.
	j.	The headings of the sections of this Promissory Note are inserted for convenience only and shall not be deemed to constitute a part of this Promissory Note.
	k.	This Promissory Note may not be amended without the written approval of Holder and Maker.
	l.	None of the parties hereto will hereafter enter into any agreement, which is inconsistent with the rights granted to the parties in this Promissory Note.
	m.	Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity, other than the parties to this Promissory Note and their respective permitted successor and assigns, any rights or remedies under or by reason of this Promissory Note.
	n.	As a material inducement for the Holder to loan to the Maker the monies hereunder, the Maker hereby waives any right to trial by jury in any legal proceeding related in any way to this agreement and/or any and all of the other documents associated with this transaction.
	o.	This Promissory Note (including any recitals hereto) set forth the entire understanding of the parties with respect to the subject matter hereof, and shall not be modified or affected by any offer, proposal, statement or representation, oral or written, made by or for any party in connection with the negotiation of the terms hereof, and may be modified only by instruments signed by all of the parties hereto.

 

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IN WITNESS WHEREOF , this Promissory Note is executed by the undersigned as of the date set forth above.

	MAKER:
	LINUX LABS TECHNOLOGIES, INC.
	By	/s/ Sparrow Marcioni
	Name:	Sparrow Marcioni
	Title:	President

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EXHIBIT 10.3

STOCK PLEDGE AGREEMENT

This STOCK PLEDGE AGREEMENT , dated as of this 14th day of October 2016 (this " Agreement "), made by and among Linux Labs Technologies. Inc., a Georgia corporation (the " Pledgor "), in favor of Ahmed Guled (the " Secured Party ").

WHEREAS , as of the date hereof, the Secured Party has received a 6% promissory note dated October 14, 2016 in an unpaid principal amount of Forty Thousand United States Dollars ($40,000) made by the Pledgor and payable to the order of the Secured Party (the “ Note ”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Note;

WHEREAS , this Agreement is given by the Pledgor in favor of the Secured Party to secure the payment and performance of all of the Secured Obligations; and

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

1. Definitions .

(a) For purposes of this Agreement, the following terms shall have the following meanings:

" Collateral " has the meaning set forth in Section 2 .

" Event of Default " has the meaning set forth in the Note.

" Pledged Shares " means the shares of common stock owned by the Pledgor listed as Exhibit A , and the certificates, instruments and agreements representing the common stock and includes any securities or other interests, howsoever evidenced or denominated, received by the Pledgor in exchange for or as a dividend or distribution on or otherwise received in respect of the common stock.

" Proceeds " means "proceeds" as such term is defined in Section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Pledged Shares, collections thereon or distributions with respect thereto.

" Secured Obligations " has the meaning set forth in Section 3 .

“ UCC " means the Uniform Commercial Code as in effect from time to time in the State of Nevada, or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state.

  

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2. Pledge . The Pledgor hereby pledges, assigns and grants to the Secured Party, and hereby creates a continuing first priority lien and security interest in favor of the Secured Party in and to all of its right, title and interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the " Collateral "):

(a) the Pledged Shares; and

(b) all Proceeds and products of the foregoing.

3. Secured Obligations . The Collateral secures the due and prompt payment and performance of:

(a) the obligations of the Pledgor from time to time arising under the Note, this Agreement or otherwise with respect to the due and prompt payment of (i) the principal of and premium, if any, and interest pursuant to the Note (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, attorneys' fees and disbursements, reimbursement obligations, contract causes of action, expenses and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Pledgor under or in respect of the Note and this Agreement; and

(b) all other covenants, duties, debts, obligations and liabilities of any kind of the Pledgor under or in respect of the Note, this Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (all such obligations, covenants, duties, debts, liabilities, sums and expenses set forth in Section 3 being herein collectively called the " Secured Obligations ").

 

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4. Escrow .

(a) The Pledgor and Secured Party hereby appoint Philip Magri, Esq. of The Magri Law Firm, PLLC to serve as the escrow agent (the “ Escrow Agent ”) authorized to hold the Pledged Shares pursuant to the terms and conditions of this Agreement and the Note.

(b) The Pledgor shall take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Escrow Agent. All of the foregoing shall be at the sole cost and expense of the Pledgor.

(c) The Pledgor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request.

5. Representations and Warranties . The Pledgor represents and warrants as follows:

(a) The Pledged Shares have been duly authorized and validly issued, and are fully paid and non-assessable and subject to no options to purchase or similar rights. All information set forth herein relating to the Pledged Shares is accurate and complete.

(b) At the time the Collateral becomes subject to the lien and security interest created by this Agreement, the Pledgor will be the sole, direct, legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or right of others except for the security interest created by this Agreement.

(c) The pledge of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment and performance when due of the Secured Obligations.

(d) It has full power, authority and legal right to pledge the Collateral pursuant to this Agreement.

(e) Each of this Agreement and the Note has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).

(f) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other entity is required for the Note and the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the execution and delivery of the Note and this Agreement by the Pledgor or the performance by the Pledgor of its obligations thereunder.

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(g) The execution and delivery of the Note and this Agreement by the Pledgor and the performance by the Pledgor of its obligations thereunder, will not violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor or any of its property, or the organizational or governing documents of the Pledgor or any agreement or instrument to which the Pledgor is party or by which it or its property is bound.

(h) The Pledgor, if requested, shall cause the Pledged Shares to be registered in the name of the Secured Party. Without limiting the foregoing, all certificates, agreements or instruments representing or evidencing the Pledged Shares in existence on the date hereof have been delivered to the Escrow Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank.

6. Dividends and Voting Rights .

(a) The Secured Party agrees that unless an Event of Default shall have occurred and be continuing, the Pledgor may, to the extent the Pledgor has such right as a holder of the Pledged Shares, vote and give consents, ratifications and waivers with respect thereto, and from time to time, upon request from the Pledgor, the Secured Party shall deliver to the Pledgor suitable proxies so that the Pledgor may cast such votes, consents, ratifications and waivers.

(b) The Secured Party agrees that the Pledgor may, unless an Event of Default shall have occurred and be continuing, receive and retain all dividends and other distributions with respect to the Pledged Shares.

7. Further Assurances .

(a) The Pledgor shall, at its own cost and expense, defend title to the Collateral and the first priority lien and security interest of the Secured Party therein against the claim of any person claiming against or through the Pledgor and shall maintain and preserve such perfected first priority security interest for so long as this Agreement shall remain in effect.

(b) The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to perfect and protect any security interest granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

8. Transfers and Other Liens . The Pledgor agrees that it will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except as expressly provided for herein or with the prior written consent of the Secured Party.

 

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9. Secured Party Appointed Attorney-in-Fact . The Pledgor hereby appoints the Secured Party the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time during the continuance of an Event of Default in the Secured Party's discretion to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same (but the Secured Party shall not be obligated to and shall have no liability to the Pledgor or any third party for failure to do so or take action). Such appointment, being coupled with an interest, shall be irrevocable. The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

10. Secured Party May Perform . If the Pledgor fails to perform any obligation contained in this Agreement, the Secured Party may itself perform, or cause performance of, such obligation, and the expenses of the Secured Party incurred in connection therewith shall be payable by the Pledgor; provided that the Secured Party shall not be required to perform or discharge any obligation of the Pledgor.

11. Remedies Upon Default . If any Event of Default shall have occurred and be continuing:

(a) The Secured Party may, without any other notice to or demand upon the Pledgor and the Escrow Agent, assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, convert, liquidate or dispose of all or any portion of the Collateral. Written notice mailed to the Pledgor at its notice address as provided in Section 14 hereof ten (10) days prior to the date of such assertion shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any rights hereunder. The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise

(b) All rights of the Pledgor to (i) exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 6(a) and (ii) receive the dividends and other distributions which it would otherwise be entitled to receive and retain pursuant to Section 6(b) , shall immediately cease, and all such rights shall thereupon become vested in the Secured Party, which shall have the sole right to exercise such voting and other consensual rights and receive and hold such dividends and other distributions as Collateral.

(c) If the Secured Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Pledgor agrees that, upon request of the Secured Party, the Pledgor will, at its own expense, do or cause to be done all such acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.

 

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12. No Waiver and Cumulative Remedies . The Secured Party shall not by any act (except by a written instrument pursuant to Section 13 ), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

13. Amendments . None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by the Pledgor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party and the Pledgor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for the specific purpose for which made or given.

14. Addresses For Notices . All notices and other communications provided for in this Agreement shall be in writing and shall be given in the manner and become effective as provided by the parties, and addressed to the respective parties at their addresses as specified on the signature pages hereof or as to either party at such other address as shall be designated by such party in a written notice to each other party.

15. Continuing Security Interest; Further Actions . This Agreement shall create a continuing first priority lien and security interest in the Collateral and shall (a) subject to Section 16 , remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Pledgor, its successors and assigns, and (c) inure to the benefit of the Secured Party and its successors, transferees and assigns; provided that the Pledgor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Secured Party. Without limiting the generality of the foregoing clause (c), any assignee of the Secured Party's interest in any agreement or document which includes all or any of the Secured Obligations shall, upon assignment in accordance with the Note, become vested with all the benefits granted to the Secured Party herein with respect to such Secured Obligations.

16. Termination; Release . On the date on which the Note and other Secured Obligations have been paid and performed in full, the Escrow Agent will, at the request and sole expense of the Pledgor, (a) deliver to or at the direction of the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may then remain in the possession of the Escrow Agent, and (b) execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement.

 

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17. Governing Law . This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or the Note (except, as to the Note, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of Nevada.

18. Counterparts . This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts); each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto.

[SIGNATURE PAGE FOLLOWS] 

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

 

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Exhibit A

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EXHIBIT 10.4

DEBT ASSUMPTION AGREEMENT

THIS DEBT ASSUMPTION AGREEMENT (hereinafter referred to as the “ Agreement ”) is made as of October 14, 2016,by and between Sirrus Corp., a Nevada corporation (hereinafter referred to as the “ Delegator ” or the “ Company ”), Linux Labs Technologies Inc., a Georgia corporation (hereinafter referred to as the “ Delegatee ”), and Ahmed Guled (hereinafter referred to as the “ Obligee ,” and together with the Delegator and Delegatee, the “ Parties ” and each a “ Party ”). Terms not otherwise defined herein shall have the meanings ascribed to them in that certain Stock Purchase Agreement, dated October 14, 2016 (the “ Stock Purchase Agreement ”, by and among the Parties.

WHEREAS , pursuant to the Stock Purchase Agreement, the Obligee has agreed to sell, and the Delegatee has agreed to purchase, 100% of the shares of Common Stock beneficially owned by the Obligee (the “ Sale ”) for the Purchase Price;

WHEREAS , as a condition to the Sale of the Shares by the Obligee to the Delegatee, the Delegatee agreed to assume Delegator’s debts to Obligee.

WHEREAS , it is acknowledged by all parties hereto that the ledger attached hereto as Exhibit A and incorporated herein, indicates a true and correct total of Delegator’s aggregate debts to Obligee (collectively, the “ Debt ”) as of the date hereof.

WHEREAS , Delegatee agrees to assume the Debt and Obligee consents to said assumption and substitution;

NOW, THEREFORE , in consideration of the mutual promises and covenants hereinafter set forth, the parties agree as follows:

1. DELEGATOR ACKNOWLEDGEMENTS AND REPRESENTATIONS

Delegator acknowledges, represents and warrants that:

A. With Obligee’s consent, Delegator will transfer and convey the Debt owed to Obligee to Delegatee, without recourse. Upon request by Obligee, Delegator shall deliver such further instruments and take such further actions as may be necessary to evidence more fully the transfer to Delegatee.

B. Delegator has not failed to disclose to Obligee any information which, if known by Obligee, might provide grounds for Obligee to reasonably withhold Obligee’s consent to the assumption of the Debt to Delegatee.

 

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2. DELEGATEE ACKNOWLEDGEMENTS AND REPRESENTATIONS

Delegatee acknowledges, represents and warrants that:

A. Delegatee has reviewed and is fully aware of the Debt and all related agreements, notes and other instruments (the “ Debt Instruments ”) related to the Debt;

B. The assumption of the Debt is subject to the terms of the Debt Instruments and does not modify any rights or obligations under the Debt Instruments;

C. Delegatee shall perform all of the terms under the Debt Instruments as though Delegatee were the original signatory of the Agreement; and

D. Delegatee has not failed to disclose to Obligee any information which, if known by Obligee, might provide grounds for Obligee to reasonably withhold Obligee’s consent to the assumption of the Debt to Assignee.

3. OBLIGEE CONSENT

Provided that the foregoing representations and warranties are true and correct, for valuable consideration, including the terms of this Agreement, and the acknowledgments, representations and warranties set forth above, Obligee consents to Delegatee’s assumption of the Debt and fully releases Delegator from any and all liabilities, damages, causes of actions and claims, which Obligee may have related to the Debt and/or the Debt Instruments.

 

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4. MISCELLANEOUS

A. This Agreement constitutes the entire agreement between the parties hereto with respect to the specific subject matter hereof and supersedes all prior agreements or understandings of any kind with respect to the specific subject matter hereof.

B. In the event that any provision or part of this Agreement shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full force and effect.

C. Any modification to this Agreement must be in writing and signed by the parties or it shall have no effect and shall be void.

D. This Agreement is binding upon and shall inure to the benefit of the respective successors, licensees and/or assigns of the parties hereto.

E. The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.

F. This Agreement shall be governed in accordance with the laws of the State of Nevada applicable to agreements to be wholly performed therein, without any regard to any conflict of law provisions.

G. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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

 

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EXHIBIT A

DEBT LEDGER

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