CRCW Crypto Company (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 7, 2024

 

The Crypto Company

(Exact name of registrant as specified in its charter)

 

Nevada		000-55726		46-4212105
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

23823 Malibu Road, #50477, Malibu, CA		90265
(Address of principal executive offices)		(Zip Code)

 

(424) 228-9955

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

AJB Loan

 

The Crypto Company (the “Company”) borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $68,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $61,200, each executed as of June 7, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $55,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

 

The maturity date of the AJB Note is December 1, 2024. The AJB Note bears interest at a rate of twelve percent (12%) per calendar year from the date of issuance. The interest shall accrue on a monthly basis and is payable on the maturity date or upon acceleration or by prepayment or otherwise. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at the lesser of 18% per annum or the maximum amount permitted under law, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

 

The Company provided various representations, warranties, and covenants to AJB in the AJB SPA. The Company’s breach of any representation or warranty, or failure to comply with the covenants would constitute an event of default.

 

The Company also entered into a Security Agreement with AJB pursuant to which the Company granted to AJB a security interest in substantially all of the Company’s assets to secure the Company’s obligations under the AJB SPA and AJB Note.

 

The foregoing descriptions of the AJB SPA, AJB Note, and Security Agreement do not purport to be complete and are qualified in their entirety by the full text of the forms of the AJB SPA, AJB Note, and Security Agreement which will be filed as exhibits to a subsequent current, quarterly, or annual report to be filed by the Company.

 

The offer and sale of the AJB Note was made in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

 

Settlement and Release Agreement

 

On June 7, 2024, the Company entered into a Settlement and Release Agreement, by and between AllFi Technologies, Inc., a Delaware corporation and subsidiary of the Company (“AllFi Technologies”), AllFi Holdings LLC, a Wyoming limited liability company (“AllFi Holdings”) and the Company (the “Settlement Agreement”), pursuant to which the Company, AllFi Technologies and AllFi Holdings agree: (i) to sell all of the issued and outstanding stock of AllFi Technologies to AllFi Holdings, pursuant to the terms of that certain Stock Purchase Agreement entered into on June 7, 2024 by and between AllFi Technologies and AllFi Holdings, and (ii) for AllFi Holdings to forfeit, transfer and assign back to the Company (a) the 22,104,583 shares of the Company’s common stock acquired through the Subscription Agreement dated as of October 2, 2023 by and between AllFi Holdings and AllFi Technologies (“Subscription Agreement I”) and that Subscription Agreement dated as of October 7, 2023 by and between AllFi Holdings and the Company (“Subscription Agreement II”), and (b) any other previously agreed upon future interest in the Company that AllFi Holdings may have been eligible to receive under either Subscription Agreement I or Subscription Agreement II, pursuant to the terms of that certain Contribution and Assignment Agreement entered into on June 7, 2024 by and between the Company, AllFi Technologies and AllFi Holdings (as described below).

 

The Settlement Agreement contains customary representations, warranties and covenants of each of the parties thereto.

 

 

Contribution and Assignment Agreement

 

On June 7, 2024, the Company entered into a Contribution and Assignment Agreement, by and between the Company, AllFi Technologies, and AllFi Holdings (the “Contribution Agreement”), pursuant to which the Company, AllFi Technologies and AllFi Holdings agree: (i) to sell all of the issued and outstanding stock of AllFi Technologies to AllFi Holdings, pursuant to the terms of that certain Stock Purchase Agreement entered into on June 7, 2024 by and between AllFi Technologies and AllFi Holdings (as described below), and (ii) for AllFi Holdings to forfeit, transfer and assign back to the Company (a) the 22,104,583 shares of the Company’s common stock acquired through Subscription Agreement I and Subscription Agreement II, and (b) any other previously agreed upon future interest in the Company that AllFi Holdings may have been eligible to receive under either Subscription Agreement I or Subscription Agreement II.

 

Sale of Subsidiary AllFi Technologies, Inc.

 

On June 7, 2024, the Company completed the sale of AllFi Technologies, Inc., a majority owned subsidiary of the Company. Under the terms of the Stock Purchase Agreement, entered into on June 7, 2024, by and between AllFi Technologies and AllFi Holdings (the “Stock Purchase Agreement”), AllFi Holdings purchased all of the issued and outstanding shares of common stock of the Company’s subsidiary, AllFi Technologies.

 

The foregoing descriptions of the Settlement Agreement, the Contribution Agreement, and the Stock Purchase Agreement are not complete and are qualified in their entirety by reference to the full text of the Agreements filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth under Item 1.01 relating to the AJB Note and SPA is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth under Item 1.01 is incorporated herein by reference.

 

Item 8.01. Other Events.

 

On June 7, 2024, the Company issued a press release announcing the sale of AllFi Technologies, Inc. as described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.
10.1		Settlement and Release Agreement by and between AllFi Technologies, AllFi Holdings LLC, and the Company.
10.2		Contribution and Assignment Agreement by and between the Company, AllFi Technologies, and AllFi Holdings.
10.3		Stock Purchase Agreement by and between AllFi Technologies and AllFi Holdings.
99.1		Press Release dated June 7, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

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

 

	THE CRYPTO COMPANY
Date: June 10, 2024
	By:	/s/ Ron Levy
	Name:	Ron Levy
	Title:	Chief Executive Officer, Chief Operating Officer and Secretary

 

 

Exhibit 10.1

 

SETTLEMENT AND RELEASE AGREEMENT

 

This Settlement and Release Agreement (this “Agreement”) dated as of May 29, 2024 (the “Effective Date”), is made and entered into by AllFi Technologies, Inc., a Delaware corporation (“AllFi Technologies”), AllFi Holdings LLC, a Wyoming limited liability company (“AllFi Holdings”), and The Crypto Company, a Nevada corporation (“TCC”). AllFi Technologies, AllFi Holdings, and TCC shall be referred to collectively as the “Parties”, and each, individually, as a “Party”.

 

RECITALS

 

WHEREAS, AllFi Holdings and AllFi Technologies entered into an Intellectual Property Assignment Agreement and Subscription Agreement (“Subscription Agreement I”), each dated as of October 2, 2023, and AllFi Holdings and TCC entered into a Subscription Agreement dated as of October 7, 2023 (“Subscription Agreement II”) (the Intellectual Property Assignment Agreement, Subscription Agreement I, and Subscription Agreement II, collectively, the “Prior Agreements”), pursuant to which AllFi Holdings conveyed, transferred, and assigned to AllFi Technologies, among other assets, certain intellectual property of AllFi Holdings as detailed on Exhibit A hereto (“Assigned IP”), in consideration of which, AllFi Holdings received a 49.9% interest in AllFi Technologies and 22,104,583 shares in TCC, which equated to a 9.99% interest in TCC (“TCC Shares”);

 

WHEREAS, TCC is the majority owner of AllFi Technologies and derived benefit from the Assigned IP;

 

WHEREAS, TCC no longer has a use for the business line associated with AllFi Technologies or the Assigned IP and desires to transfer and assign to AllFi Holdings, and AllFi Holdings wishes to accept and assume from AllFi Technologies, all of the issued and outstanding shares of AllFi Technologies, including the Assigned IP, subject to the terms and conditions set forth herein and in that certain stock purchase agreement amongst the Parties dated as of the date hereof (the “Purchase Agreement”); and

 

WHEREAS, in connection with and as consideration for the entering into of the Purchase Agreement, AllFi Holdings desires to forfeit, transfer and assign back to TCC (i) the TCC Shares, and (ii) any other previously agreed upon future interest in TCC that AllFi Holdings may have been eligible to receive under either Subscription Agreement I or Subscription Agreement II, as set forth in that certain Contribution and Assignment Agreement dated as of the date hereof (“Contribution Agreement”), and to release AllFi Technologies and TCC from all Claims (as defined herein) which relate to or arise from, directly or indirectly, the Prior Agreements or Purchase Agreement that existed at any time prior to or as of the date of this Agreement.

 

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. Sale of AllFi Technologies. In accordance with the terms and conditions set forth in the Purchase Agreement, AllFi Technologies affirms and acknowledges the irrevocable conveyance, transfer and assignment to AllFi Holdings of : (i) all of the issued and outstanding shares of AllFi Technologies, in accordance with the terms of the Stock Purchase Agreement, dated as of May 29, 2024, and (ii) all of the right, title and interest of AllFi Technologies in and to the Assigned IP, (a) the right of use in connection therewith, (c) the right to sue or otherwise recover for any and all past, present and future infringements or misappropriations thereof, (d) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto and (e) all other rights of any kind whatsoever of AllFi Technologies accruing thereunder or pertaining thereto, together in each case with the goodwill of the ebusiness connected with the use of, and symbolized by, the above.

 

 

2. Contribution. In accordance with the terms and conditions set forth in the Contribution Agreement, AllFi Holdings affirms and acknowledges the irrevocable conveyance, transfer and assignment back to TCC of all of AllFi Holding’s previously acquired TCC shares and any potential future interests AllFi Holdings may have been eligible to receive under either Subscription Agreement I or Subscription Agreement II to TCC.

 

3. General Release. AllFi Holdings hereby irrevocably and forever releases and discharges AllFi Technologies and TCC and their respective officers, directors, and employees from any and all Claims (as herein defined) pertaining to the Assigned IP, Prior Agreements or Purchase Agreement. “Claims” means any and all claims, debts, dues, demands, actions, rights, suits, judgments, and causes of action of whatever nature or character, charges, accounts, covenants, controversies, contracts, agreements and promises of any kind, whether known, reasonably should have been known, or unknown, suspected or unsuspected, accrued or unaccrued, matured or unmatured, absolute or contingent, determined or speculative, both in law and in equity, in each case which relate to or arise from, directly or indirectly, the Prior Agreements or Purchase Agreement that existed at any time prior to or as of the date of this Agreement.

 

4. Indemnification. AllFi Holdings hereby agrees to indemnify AllFi Technologies and TCC and hold it harmless for any Claim that may be asserted against AllFi Technologies or TCC arising from or pursuant to the Assigned IP, Purchase Agreement, or Prior Agreements.

 

5. Further Assurances. The Parties agree to execute any additional documents, and take any further actions, necessary or reasonably requested by the Parties, to effect or evidence the Purchase Agreement and Contribution Agreement set forth above.

 

6. Consultation With Independent Counsel. By signing this Agreement, the Parties acknowledge that each of them has been represented by independent counsel of his or her own selection or has chosen voluntarily not to consult with independent counsel about the terms hereof, despite being advised of his or her right to do so and the desirability that he or she do so.

7. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

 

8. Governing Law. All matters arising directly or indirectly from this Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to any conflicts of law principles.

 

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed 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]

 

 

IN WITNESS WHEREOF, the below Parties have executed and entered into this Agreement effective as of the date set forth above.

 

ALLFI TECHNOLOGIES, INC..,

a Delaware corporation

 

By:
Name:
Title:

 

ALLFI HOLDINGS LLC,

a Wyoming limited liability company

 

By:
Name:
Title:

Name:

 

THE CRYPTO COMPANY,

a Nevada corporation

 

By:
Name:
Title:

 

 

EXHIBIT A

 

(a) the trademark registrations and applications set forth below and all issuances, extensions, and renewals thereof (the ‘‘Trademarks’’), together with the goodwill of the business connected with the use of, and symbolized by, the Trademarks; provided that, with respect to the United States intent-to-use trademark applications set forth below, the transfer of such applications accompanies, the transfer of AllFi Technologies, Inc.’s business, or that portion of the business to which the trademark pertains, and that business is ongoing and existing;

 

(b) the copyright registrations, applications for registration, and exclusive copyright licenses set forth below and all issuances, extensions, and renewals thereof (the ‘‘Copyrights’’);

 

(c) all rights of any kind whatsoever of AllFi Technologies, Inc. accruing under any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions, and otherwise throughout the world;

 

(d) any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and

 

(e) any and all claims and causes of action with respect to any of the foregoing, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.

 

	●	Application Design, Product Development, Marketing, and Logos for the AllFi Brand
	●	Trademark #98162710 Filed at USPTO on September 12, 2023. Registration is Pending (there are no other names filed).
	●	URL: www.myallfi.com

 

 

Exhibit 10.2

 

CONTRIBUTION AND ASSIGNMENT AGREEMENT

 

This Contribution and Assignment Agreement (the “Agreement”), dated as of May 29, 2024 (“Effective Date”), is entered into by and among AllFi Technologies, Inc., a Delaware corporation (“AllFi Technologies”), AllFi Holdings LLC, a Wyoming limited liability company (“AllFi Holdings”), and The Crypto Company, a Nevada corporation (“TCC”).

 

RECITALS

 

WHEREAS, pursuant to that certain Subscription Agreement by and between AllFi Holdings and AllFi Technologies dated as of October 2, 2023 (“Subscription Agreement I”) and that certain Subscription Agreement by and between AllFi Holdings and TCC dated as of October 7, 2023 (“Subscription Agreement II,” and together with Subscription Agreement I, the “Subscription Agreements”), AllFi Holdings owns a 49.9% interest in AllFi Technologies and 22,104,583 shares in TCC, which equated to a 9.99% interest in TCC;

 

WHEREAS, AllFi Holdings desires to contribute, assign, transfer and convey all of AllFi Holdings’ right, title and interest in and to TCC back to TCC, and TCC desires to accept and acquire all of AllFi Holdings’ right, title and interest in and to TCC (the “Contribution”); and

 

WHEREAS, upon the Contribution, AllFi Holdings desires to cease to be a shareholder of TCC.

 

NOW, THEREFORE, in consideration for the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1. Contribution. Effective as of the Effective Date, and on the terms and subject to the conditions set forth herein, AllFi Holdings hereby contributes, assigns, transfers and conveys to TCC all of AllFi Holdings’ right, title and interest in and to TCC (any potential future interests AllFi Holdings may have been eligible to receive under either Subscription Agreement I or Subscription Agreement II)(collectively, the “TCC Interests”). Effective as of the Effective Date, and on the terms and subject to the conditions set forth herein, TCC does hereby accept all of AllFi Holdings’ right, title and interest in and to the TCC Interests.

 

2. Membership in TCC. Concurrently with the Contribution described in Section 1 above, AllFi Holdings shall and does hereby cease to be a shareholder of TCC.

 

3. Representations of the Parties. Each of the parties hereto hereby represents and warrants to the other parties that (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) it has all requisite corporate power and authority to enter into, execute and deliver this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby and (c) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

 

4. Further Assurances. From time to time hereafter, each of the parties hereto hereby agrees to do all such acts and things and to execute and deliver, or cause to be executed and delivered all such documents, notices, instruments and agreements as may be necessary or desirable to give effect to the provisions and intent of this Agreement.

 

 

5. Successors and Assigns. This Agreement will be binding upon, inure to the benefit of and be enforceable by and against, the parties hereto and their respective successors and assigns.

 

6. Amendments. This Agreement may be changed, modified or terminated only by an instrument in writing signed by each of the parties hereto.

 

7. Governing Law; Jurisdiction. This Agreement shall be governed by, enforced under and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflicts of law provision or rule thereof. The parties irrevocably elect, as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent to the jurisdiction of, any state or federal court located in the State of Delaware. Each of the parties hereby waives any right to trial by jury in any action or proceeding relating to this Agreement or any actual or proposed transaction or other matter contemplated in or relating to this Agreement.

 

8. No Third Party Beneficiaries. This Agreement is not intended to confer upon any person other than the parties hereto (and their respective successors and assigns) any rights or remedies hereunder.

 

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

 

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

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement, with effect as of the date first written above.

 

	ALLFI TECHNOLOGIES, INC.
	a Delaware corporation

 

	By:
	Name:	Ron Levy
	Its:	CEO

 

	ALL FI HOLDINGS LLC
	a Wyoming limited liability company

 

	By:
	Name:	John Garner
	Its:	Managing Member – CEO

 

	THE CRYPTO COMPANY
	a Nevada Corporation

 

	By:
	Name:	Ron Levy
	Its:	Chief Executive Officer, Chief Operating Officer and Secretary

 

 

Exhibit 10.3

 

STOCK PURCHASE AGREEMENT

 

between

 

ALLFI TECHNOLOGIES, INC.

 

and

 

ALLFI HOLDINGS LLC

dated as of

 

May 29, 2024

 

 

TABLE OF CONTENTS

 

ARTICLE I PURCHASE AND SALE		3
	Section 1.01 Purchase and Sale.	3
	Section 1.02 Purchase Price.	3
	Section 1.03 Withholding Taxes.	3
ARTICLE II CLOSING		4
	Section 2.01 Closing.	4
	Section 2.02 Seller Closing Deliverables.	4
	Section 2.03 Buyer’s Deliveries.	4
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER		4
	Section 3.01 Organization and Authority of Seller.	4
	Section 3.02 Organization, Authority and Qualification of the Company.	5
	Section 3.03 Capitalization.	5
	Section 3.04 No Subsidiaries.	5
	Section 3.05 No Conflicts or Consents.	5
	Section 3.06 Financial Statements.	6
	Section 3.08 Absence of Certain Changes, Events and Conditions.	6
	Section 3.09 Material Contracts.	7
	Section 3.11 Intellectual Property.	7
	Section 3.13 Legal Proceedings; Governmental Orders.	7
	Section 3.14 Compliance with Laws; Permits.	8
	Section 3.18 Taxes.	8
	Section 3.19 Brokers.	9
	Section 3.20 No Other Representations and Warranties.	9
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER		9
	Section 4.01 Organization and Authority of Buyer.	9
	Section 4.02 No Conflicts; Consents.	10
	Section 4.03 Investment Purpose.	10
	Section 4.04 Brokers.	10
	Section 4.05 Legal Proceedings.	10
	Section 4.06 Independent Investigation.	10
ARTICLE V COVENANTS		11
	Section 5.02 Director and Officer Indemnification Liability.	11
	Section 5.04 Public Announcements.	11
	Section 5.05 Further Assurances.	11
	Section 5.06 Transfer Taxes.	12
ARTICLE VI INDEMNIFICATION		12
	Section 6.01 Survival.	12
	Section 6.02 Indemnification by Seller.	12
	Section 6.03 Indemnification by Buyer.	12
	Section 6.04 Certain Limitations.	13
	Section 6.05 Indemnification Procedures.	13
	Section 6.06 Tax Treatment of Indemnification Payments.	14
	Section 6.07 Exclusive Remedies.	14
ARTICLE VII MISCELLANEOUS		14
	Section 7.01 Expenses.	14
	Section 7.02 Notices.	14
	Section 7.03 Interpretation; Headings.	15
	Section 7.04 Severability.	15
	Section 7.05 Entire Agreement.	15
	Section 7.06 Successors and Assigns.	15
	Section 7.07 Amendment and Modification; Waiver.	15
	Section 7.08 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.	15
	Section 7.09 Counterparts.	15

 

 

STOCK PURCHASE AGREEMENT

 

This Stock Purchase Agreement (this “Agreement”), dated as of May 29, 2024, is entered into between AllFi Technologies, Inc., a Delaware corporation (“Seller”), and AllFi Holdings LLC, a Wyoming limited liability company (“Buyer”).

 

RECITALS

 

WHEREAS, Seller owns all of the issued and outstanding shares of common stock, no par value (the “Shares”) of AllFi Technologies, Inc., a Delaware corporation (the “Company”); and

 

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, 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:

 

ARTICLE I

Purchase and sale

 

Section 1.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of any lien, pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment or other similar encumbrance (each, an “Encumbrance”).

 

Section 1.02 Purchase Price. The aggregate purchase price for the Shares shall be $1 (the “Purchase Price”). Buyer shall pay the Purchase Price to Seller at the Closing in cash of immediately available funds. The term “Disclosure Schedules” means the disclosure schedules, attached hereto and made a part hereof, delivered by Seller and Buyer concurrently with the execution and delivery of this Agreement.

 

Section 1.03 Withholding Taxes. Buyer shall be entitled to deduct and withhold from amounts otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable law. Buyer shall provide Seller with written notice of its intent to withhold at least ten (10) days prior to the Closing with a written explanation substantiating the requirement to deduct or withhold, and the parties shall use commercially reasonable efforts to cooperate to mitigate or eliminate any such withholding to the maximum extent permitted by law. Assuming Seller delivers the certificate described in Section 2.02(c), Buyer acknowledges and agrees that no withholding is required as of the date hereof. To the extent that amounts are so withheld and paid over to the appropriate tax authority by the Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made.

 

 

ARTICLE II

CLOSING

 

Section 2.01 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with the execution of this Agreement on the date hereof (the “Closing Date”) remotely by exchange of documents and signatures (or their electronic counterparts). The consummation of the transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m. Pacific Time on the Closing Date.

 

Section 2.02 Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following:

 

(a) Share certificates (if applicable) evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank.

 

(b) A certificate of the Secretary (or other officer) of Seller certifying: (i) that attached thereto are true and complete copies of all resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions are in full force and effect; and (ii) the names, titles and signatures of the officers of Seller authorized to sign this Agreement.

 

Section 2.03 Buyer’s Deliveries. At the Closing, Buyer shall deliver the following to Seller:

 

(a) The Purchase Price pursuant to Section 1.02.

 

(b) A certificate of the Secretary (or other officer) of Buyer certifying the names, titles and signatures of the officers of Buyer authorized to sign this Agreement.

 

ARTICLE III

Representations and warranties of seller

 

Seller represents and warrants to Buyer that the statements contained in this ARTICLE III are true and correct as of the date hereof. For purposes of this Article III, “Seller’s knowledge,” “knowledge of Seller,” and any similar phrases shall mean the actual knowledge of Ron Levy.

 

Section 3.01 Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws (as defined in Section 3.05) of the state of Delaware. Seller has all necessary corporate 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 Seller of this Agreement, the performance by Seller of its obligations hereunder, and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

 

 

Section 3.02 Organization, Authority and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a material adverse effect. All corporate actions taken by the Company in connection with this Agreement have been duly authorized.

 

Section 3.03 Capitalization.

 

(a) The authorized capital stock of the Company consists of 1,000 shares of common stock, no par value, of which 1,000 shares are issued and outstanding and constitute the Shares. All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Seller, free and clear of all Encumbrances.

 

(b) There are no outstanding or authorized options, warrants, convertible securities, stock appreciation, phantom stock, profit participation or other rights, agreements or commitments relating to the shares of the Company or obligating Seller or the Company to issue or sell any shares of, or any other interest in, the Company. There are no voting trusts, stockholder agreements, proxies, or other agreements in effect with respect to the voting or transfer of any of the Shares.

 

Section 3.04 No Subsidiaries. The Company does not own, or have any interest in any shares or have an ownership interest in any other corporation, partnership, joint venture, limited liability company, unincorporated organization, trust, association, or other entity.

 

Section 3.05 No Conflicts or Consents. The execution, delivery and performance by Seller of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with any provision of the certificate of incorporation or by-laws of Seller or the Company; (b) violate or conflict with any provision of any Law or Governmental Order applicable to Seller or the Company; (c) require the consent, notice or other action by any Person under, violate or conflict with, or result in the acceleration of any Material Contract; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority; except, in the cases of clauses (b) and (c), where the violation, conflict, acceleration or failure to obtain consent or give notice would not have a Material Adverse Effect and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a Material Adverse Effect. For purposes of this Agreement: (i) “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law or other requirement or rule of law of any Governmental Authority; (ii) “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority; (iii) “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court or tribunal of competent jurisdiction; (iv) “Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity; and (v) “Material Adverse Effect” means any event, occurrence, fact, condition or change that is materially adverse to the business, results of operations, financial condition or assets of the Company, taken as a whole.

 

 

Section 3.06 Financial Statements. Copies of the Company’s audited financial statements consisting of the balance sheet of the Company as at December 31 in the year 2023 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the years then ended (the “Financial Statements”) have been delivered to Buyer on behalf of Seller for purposes of this Agreement. The Financial Statements have been prepared in accordance with generally accepted accounting principles in effect in the United States from time to time (“GAAP”), applied on a consistent basis throughout the period involved. The Financial Statements fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. For purposes of this Agreement, the balance sheet of the Company as of December 31, 2024 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date.”

 

Section 3.07 Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement, from the Balance Sheet Date until the date of this Agreement, the Company has operated in the ordinary course of business in all material respects and there has not been: (a) an MAE; or (b) any event, occurrence, fact, condition or change that is materially adverse to the ability of Seller to consummate the transactions contemplated hereby.

 

Section 3.08 Material Contracts.

 

(a) Section 3.09(a) of the Disclosure Schedules lists each of the following contracts and other agreements of the Company (the “Material Contracts”):

 

(i) each agreement of the Company involving aggregate consideration in excess of $5,000 or requiring performance by any party more than one year from the date hereof, which, in each case, cannot be cancelled by the Company without penalty or without more than 180 days’ notice;

 

(ii) all agreements that relate to the sale of any of the Company’s assets, other than in the ordinary course of business, for consideration in excess of $5,000;

 

(iii) all agreements that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise), in each case involving amounts in excess of $5,000; and

 

 

(iv) except for agreements relating to trade payables, all agreements relating to indebtedness (including, without limitation, guarantees) of the Company, in each case having an outstanding principal amount in excess of $5,000.

 

(b) The Company is not in breach of, or default under, any Material Contract, except for such breaches or defaults that would not have a Material Adverse Effect.

 

Section 3.09 Intellectual Property.

 

(a) The term “Intellectual Property” means any and all of the following arising pursuant to the Laws of any jurisdiction throughout the world: (i) trademarks, service marks, trade names and similar indicia of source or origin, all registrations and applications for registration thereof, and the goodwill connected with the use of and symbolized by the foregoing; (ii) copyrights and all registrations and applications for registration thereof; (iii) trade secrets and know-how; (iv) patents and patent applications; (v) internet domain name registrations; and (vi) other intellectual property and related proprietary rights.

 

(b) Section 3.11(b) of the Disclosure Schedules lists all issued patents, patent applications, trademark registrations and pending applications for registration, copyright registrations and pending applications for registration and internet domain name registrations owned by the Company. Except as set forth in Section 3.11(b) of the Disclosure Schedules, or as would not have a Material Adverse Effect, the Company owns or has the right to use all Intellectual Property necessary for the conduct of the Company’s business as currently conducted (the “Company Intellectual Property”).

 

(c) Except as would not have a Material Adverse Effect, to Seller’s knowledge: (i) the conduct of the Company’s business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property of any Person; and (ii) no Person is infringing, misappropriating or otherwise violating any Company Intellectual Property. This Section 3.11(c) constitutes the sole representation and warranty of Seller under this Agreement with respect to any actual or alleged infringement, misappropriation or other violation of Intellectual Property.

 

Section 3.10 Legal Proceedings; Governmental Orders.

 

(a) There are no claims, actions, suits, investigations or other legal proceedings (collectively, “Actions”) pending or, to Seller’s knowledge, threatened against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company), which if determined adversely to the Company (or to Seller or any Affiliate thereof) would result in a Material Adverse Effect. For purposes of this Agreement: (x) “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person; and (y) the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

 

 

(b) There are no outstanding Governmental Orders against, relating to, or affecting the Company or any of its properties or assets which would have a Material Adverse Effect.

 

Section 3.11 Compliance with Laws; Permits.

 

(a) The Company is in compliance with all Laws applicable to it or its business, properties or assets, except where the failure to be in compliance would not have a Material Adverse Effect.

 

(b) All permits, licenses, franchises, approvals, authorizations and consents required to be obtained from Governmental Authorities (collectively, “Permits”) for the Company to conduct its business have been obtained and are valid and in full force and effect, except where the failure to obtain such Permits would not have a Material Adverse Effect.

 

(c) None of the representations and warranties contained in this Section 3.14 shall be deemed to relate to environmental matters (which are governed by Section 3.15), employee benefits matters (which are governed by Section 3.16), employment matters (which are governed by Section 3.17) or tax matters (which are governed by Section 3.18).

 

Section 3.12 Taxes.

 

(a) The Company has filed (taking into account any valid extensions) all material returns, declarations, reports, information returns and statements and other documents required to be filed by the Company with respect to Taxes (including amended returns and claims for refund) (collectively, “Tax Returns”). Such Tax Returns are true, complete and correct in all material respects. The Company is not currently the beneficiary of any extension of time within which to file any material Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business. All material Taxes due and owing by the Company have been paid or accrued. For purposes of this Agreement, “Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

 

(b) No extensions or waivers of statutes of limitations have been given or requested with respect to any material Taxes of the Company.

 

 

(c) There are no ongoing Actions by any taxing authority against the Company.

 

(d) The Company is not a party to any Tax-sharing agreement.

 

(e) All material Taxes which the Company is obligated to withhold from amounts owing to any employee, creditor or third party have been paid or accrued.

 

(f) Except for certain representations related to Taxes in Section 3.16, the representations and warranties set forth in this Section 3.18 are the Seller’s sole and exclusive representations and warranties regarding Tax matters.

 

Section 3.13 Brokers. 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 Seller.

 

Section 3.14 No Other Representations and Warranties. Except for the representations and warranties contained in this ARTICLE III (including the related portions of the Disclosure Schedules), none of Seller, the Company or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller or the Company, including any representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Buyer (including any information, documents or material delivered to Buyer on behalf of Seller for purposes of this Agreement or any management presentations made in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of the Company, or any representation or warranty arising from statute or otherwise in law.

 

ARTICLE IV

Representations and warranties of buyer

 

Buyer represents and warrants to Seller that the statements contained in this Article IV are true and correct as of the date hereof.

 

Section 4.01 Organization and Authority of Buyer. Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Wyoming. Buyer has all necessary corporate 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 constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

 

 

Section 4.02 No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with any provision of the certificate of incorporation or by-laws of Buyer; (b) violate or conflict with any provision of any Law or Governmental Order applicable to Buyer; (c) require the consent, notice or other action by any Person under, violate or conflict with, or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority; except, in the cases of clauses (b) and (c), where the violation, conflict, acceleration or failure to obtain consent or give notice would not have a material adverse effect on the buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on the buyer’s ability to consummate the transactions contemplated hereby.

 

Section 4.03 Investment Purpose. 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 or any other security related thereto within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Buyer acknowledges that Seller has not registered the offer and sale of the Shares under the Securities Act or any state securities laws, and that the Shares may not be pledged, transferred, sold, offered for sale, hypothecated or otherwise disposed of 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. Buyer is able to bear the economic risk of holding the Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

 

Section 4.04 Brokers. 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.

 

Section 4.05 Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

 

Section 4.06 Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Company, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of Seller and the Company for such purpose. Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon its own investigation and the express representations and warranties of Seller set forth in ARTICLE III of this Agreement (including related portions of the Disclosure Schedules); and (b) none of Seller, the Company or any other Person has made any representation or warranty as to Seller, the Company or this Agreement, except as expressly set forth in Article III of this Agreement (including the related portions of the Disclosure Schedules).

 

 

ARTICLE V

Covenants

 

Section 5.01 Director and Officer Indemnification Liability.

 

(a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof, an officer or director of the Company, as provided in the certificate of incorporation or by-laws of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

 

(b) The Company shall, and Buyer shall cause the Company to (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that the Company may substitute policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Company when compared to the insurance maintained by the Company as of the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement).

 

(c) The obligations of Buyer and the Company under this Section 5.02 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 5.02 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.02 applies shall be third-party beneficiaries of this Section 5.02, each of whom may enforce the provisions of this Section 5.02).

 

(d) In the event Buyer, the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 5.02.

 

Section 5.02 Public Announcements. Unless otherwise required by applicable Law, no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.

 

Section 5.03 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents and instruments 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.

 

 

Section 5.04 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

 

ARTICLE VI

Indemnification

 

Section 6.01 Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is 6 months from the Closing Date. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved.

 

Section 6.02 Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VI, from and after the Closing, Seller shall indemnify Buyer against, and shall hold Buyer harmless from and against, any and all losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by, or imposed upon, Buyer based upon, arising out of, with respect to or by reason of:

 

(a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement; or

 

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement.

 

Section 6.03 Indemnification by Buyer. Subject to the other terms and conditions of this ARTICLE VI, from and after the Closing, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of or with respect to:

 

(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement; or

 

 

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement.

 

Section 6.04 Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this Article VI is referred to as the “Indemnifying Party.” The indemnification provided for in Section 6.02 and Section 6.03 shall be subject to the following limitations:

 

(a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $1,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible.

 

(b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a) or Section 6.03(a), as the case may be, shall not exceed $5,000.

 

(c) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple.

 

(d) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

 

Section 6.05 Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall promptly provide written notice of such claim to the Indemnifying Party. Such notice by the Indemnified Party shall: (a) describe the claim in reasonable detail; (b) include copies of all material written evidence thereof; and (c) indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense, subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any claim, including: (i) making available (subject to the provisions of Section 5.03) records relating to such claim; and (ii) furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such claim. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

 

 

Section 6.06 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

 

Section 6.07 Exclusive Remedies. The parties acknowledge and agree that from and after the Closing their sole and exclusive remedy with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this ARTICLE VI. In furtherance of the foregoing, each party hereby waives, from and after the Closing, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VI. Nothing in this Section 6.07 shall limit any Person’s right to seek and obtain any equitable relief to which such Person shall be entitled.

 

ARTICLE VII

Miscellaneous

 

Section 7.01 Expenses. Except as otherwise expressly provided herein (including Section 5.06 hereof), 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.

 

Section 7.02 Notices. All notices, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, if sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.02):

 

If to Seller:	AllFi Technologies, Inc.
	Email:	ron@tcc.co
	Attention:	Ron Levy, CEO
with a copy (which shall not constitute notice) to:	Baker & Hostetler LLP
	Email:	jrlanis@bakerlaw.com
	Attention:	JR Lanis
If to Buyer:	AllFi Holdings LLC
	Email:	john.garner@vetoassociates.com
	Attention:	John Garner, Managing Member - CEO

 

 

Section 7.03 Interpretation; Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

 

Section 7.04 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.

 

Section 7.05 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 representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and the Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

 

Section 7.06 Successors 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. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

 

Section 7.07 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. No failure to exercise or delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof. No single or partial exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

 

Section 7.08 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

 

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). Any Action arising out of or related to this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such Action.

 

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

 

Section 7.09 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 email 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]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

	ALLFI TECHNOLOGIES, INC.
	By:
	Name:	Ron Levy
	Title:	CEO
	ALLFI HOLDINGS LLC
	By:
	Name:	John Garner
	Title:	Managing Member - CEO

 

 

Section 3.09(a) Material Contracts

 

Subscription Agreement by and between AllFi Technologies, Inc. and AllFi Holdings LLC dated as of October 2, 2023.

 

Subscription Agreement by and between AllFi Technologies, Inc. and The Crypto Company dated as of October 3, 2023.

 

 

Section 3.11(b) issued patents, patent applications, trademark registrations and pending applications for registration, copyright registrations and pending applications for registration and internet domain name registrations owned by the Company

 

●	Application Design, Product Development, Marketing, and Logos for the AllFi Brand
●	Trademark #98162710 Filed at USPTO on September 12, 2023. Registration is Pending (there are no other names filed).
●	URL: www.myallfi.com

 

 

Exhibit 99.1

 

The Crypto Company Announces Strategic Refocus and Realignment With the Sale of AllFi Technologies, Inc.

 

MALIBU, CA - (NewMediaWire) - June 7, 2024 - The Crypto Company (OTC: CRCW) (“TCC”), a leader in emerging technologies, is pleased to announce the strategic sale of AllFi Technologies, Inc. to AllFi Holdings LLC. This transaction is designed to optimize both companies’ focus on their respective areas of expertise. As a result of this transaction, The Crypto Company will receive back from AllFi Holdings LLC, its previously issued and committed shares, which totaled approximately 10% of The Crypto Company. In return, AllFi Holdings LLC will obtain full ownership of AllFi Technologies, Inc., including the trademarks and IP associated therewith.

 

This transaction reflects The Crypto Company’s commitment to sharpening its focus on core competencies. By divesting its interest in AllFi Technologies, Inc. for TCC stock, The Crypto Company is poised to strengthen its position and dedicate resources to its primary business areas, where it holds significant expertise and market leadership.

 

“We believe this realignment allows us to concentrate on what we excel at,” said Ron Levy, CEO of The Crypto Company. “The return of our shares underscores our confidence in the Company’s future, and we are excited about the opportunities ahead as we intensify our efforts in the emerging technologies sector.”

 

This move allows AllFi Technologies, Inc. to fully own its products and trademarks, enabling them to streamline their operations and focus on their specialized market. Both companies benefit by dedicating their efforts to their respective strengths.

 

The Crypto Company remains committed to innovation and growth.

 

About The Crypto Company:

 

Headquartered in Malibu, California, The Crypto Company is a pioneering entity in the realm of emerging technologies, specializing in education, blockchain, smart contracts, and artificial intelligence. With a commitment to innovation, TCC strives to revolutionize the way the world interacts through emerging technologies.

 

Contact information:

 

The Crypto Company

 

Phone 424-228-9955

 

Email: info@tcc.co

 

www.thecryptocompany.com

 

v3.24.1.1.u2

Cover	Jun. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 07, 2024
Entity File Number	000-55726
Entity Registrant Name	The Crypto Company
Entity Central Index Key	0001688126
Entity Tax Identification Number	46-4212105
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	23823 Malibu Road
Entity Address, Address Line Two	#50477
Entity Address, City or Town	Malibu
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90265
City Area Code	(424)
Local Phone Number	228-9955
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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