8-K

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):  February 15, 2019

BELISS, INC.
(Exact name of registrant as specified in charter)

NEVADA	333-219700	37-1844836
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
	1117 Second Avenue Logan, West Virginia 25601
	(Address of principal executive offices)

Registrant’s telephone number, including area code xxx-xxx-xxxx
 

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

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

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

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

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

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

FORWARD LOOKING STATEMENTS

This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant's management as well as estimates and assumptions made by Registrant's management. When used in the filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to Registrant or Registrant's management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant's industry, Registrant's operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

Item 1.01 Entry into a Material Definitive Agreement

Acquisition and Merger Agreements

On February 12, 2019, Beliss Corp., a Nevada Corporation (“Beliss”), executed a change in control of the Corporation and a simultaneous merger of Southern Amusement Co, Inc. a West Virginia Corporation (“Southern”), as a majority-controlled subsidiary under Beliss, for purposes of transition of the business to the gaming, sports betting, entertainment and related businesses.   

The Change in Control occurred when Ajay Rajendran, the Chief Executive Officer and sole director of Beliss, assigned his majority control of common shares to John (J.D.) Brammer, the controlling officer and shareholder of Southern Amusement through a share assignment agreement with an intermediary entity, for such shares to be transitioned to J.D. Brammer. J.D. Brammer agreed to, as majority owner of Southern, and has assigned Southern to be a subsidiary of Beliss. Southern Amusement is a licensed entity with the State of West Virginia Lottery Commission, and has been for the last 25 years a supplier and operation of some 525 Limited Video Lottery Terminals throughout the State of West Virginia. Due to requirements of West Virginia law, majority ownership of Southern as a licensed lottery entity, must be held by a West Virginia resident, and certain other conditions. Previously, under an acquisition agreement with a majority shareholder, Mr. Brammer gained control of Southern Amusement’s majority shares in exchange for Beliss shares. Under the agreements with Beliss, and due to the state laws and regulations, Mr. Brammer will be at all relevant times a majority control shareholder of Beliss, as well as Southern.

The majority control of Beliss was previously held by Ajay Rajendran, the sole officer and director, in the form of 3,000,000 restricted common shares. Under an acquisition agreement with Treat Club, Inc. of Kentucky, Mr. Rajendran agreed to sell 2,700,000 of such shares in consideration of the above merger of Southern as a subsidiary of the Company. Mr. Rajendran retains 300,000 shares of the Company. Immediately upon the execution of the acquisition agreement, Treat Club assigned the 2,700,000 share rights to J.D. Brammer upon execution of the operative agreements.

The Merger and Acquisition is not subject to any other shareholder approval, however, the transfer of control of Southern to Mr. Brammer is subject to approval by the West Virginia Lottery Commission. In the event that transfer of control of Southern’s majority shares to Mr. Brammer is not approved, then Southern shall not be entitled to any share interest of Beliss, and Beliss would proceed with other gaming and entertainment business.

Under the new business plan Beliss is entering into the gaming, entertainment and technology arena, worldwide. The acquisition of interest of Southern is seen as the first of several divisions, which are expected to include on-line and App Gaming, on-line betting, video gaming, television production and other arenas.

Under the Acquisition Agreement, Ajay Rajendran resigned as an officer and sole director of Beliss, and appointed J.D. Brammer as sole officer, being President and sole director.

Southern Amusement Co. Inc., was incorporated in the State of West Virginia in 1966. Southern is an amusement machine provider located in Logan, West Virgnia. In 2001 Southern became a licensed operator of West Virginia Limited Video Lottery machines, which it currently has 525 machines at  100 approved locations. The Company provides the Limited  Video Lottery machines (VTL), which it purchases through certain providers, to the locations. The location owner and Southern have a revenue sharing basis, after the payout of the Lottery proceeds and the payment to West Virginia of the State’s Proceeds from sales. For the year 2017, Southern, through it’s VTL machines had Gross Terminal Wagers of $52,056,184. Of that $37,812,908 was paid out winnings, with $3,490,297 paid to the location owner, and West Virginia lottery fees (State share) of $7,251,785. Thus, for 2017 Southern had a total revenue of $3,501,194 and a Gross Profit of $3,491,641.

The Company will file a combined audited financial statement under SEC guidelines.

The foregoing description of the Acquisition and Merger Agreements does not purport to be complete and is qualified in its entirety by reference to such agreement, which is filed as Exhibit 2.1 hereto and is incorporated into this report by reference.

The Acquisition Agreement and Merger governs the contractual rights between the parties in relation to the transactions. The Acquisition Agreement and Merger Agreement have been filed as an exhibit to this Current Report on Form 8-K to provide investors with information regarding the terms thereof.  Neither document is intended to modify or supplement any factual disclosures about any of other public reports filed with the Securities and Exchange Commission. The representations and warranties contained in the Acquisition Agreement have been negotiated with the principal purpose of establishing the circumstances in which a party may have the right not to consummate the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable under the securities laws.

Item 5.01

Changes in Control of Registrant

Under the Merger Agreement, change in control occurred and will occur by the transfer of the majority control shares of the issuer to J.D. Brammer. As such the 3,000,000 control block of shares previously held by Ajay Rajendran, had 2,700,000 shares reissued to J.D. Brammer, which represented the initial controlling block of the Company.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Under the transaction, and under the Acquisition Agreement of Mr. Rajendran’s shares, he agreed to resign as the sole officer and director of the Corporation, and simultaneously appointed J.D. Brammer as sole officer and director. As such the change by resolution of the Corporation appointing J.D. Brammer as President and Sole Director was made with the State of Nevada.

Mr. Brammer BIO- Mr. Brammer is a Stanford University graduate, who had previously been a professional baseball player, and for the last fifteen years being a Chief Operating Officer of Southern Amusement. The compensation agreement for Mr. Brammer is being negotiated at the present time.

Item 8.01 Other Events

On February 15, 2019, the Company changed its address to 1117 Second Avenue Logan, West Virginia 25601.

The Company retained Securus Law Group for Securities and other Business Consulting Related Matters.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

Acquisition Agreement

99.1

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Beliss, Inc. agrees to furnish supplemental filings to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.

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.

BELISS CORP.

By:

/s/ John Brammer

____________________

John (J.D.) Brammer

Chief Executive Officer

Dated: February 15, 2019

EX-99.1

COMMON STOCK ASSIGNMENT AGREEMENT

This Common Stock Assignment Agreement (the “Agreement”) made this 24^th day of January 2019, by and between, Treat Club, Inc., a Kentucky Corporation (hereinafter the “Assignee”) and Ajay Rajendran (the “Assignor” or “Rajendran”), regarding the Assignment of shares of common stock of Beliss Corp. (the “Company” or “BLIS”), and setting forth the terms and conditions upon which the Assignor will Assign two million seven hundred thousand (2,700,000) shares (the “Assignment Shares”) of restricted common stock (the “Common Stock”) of the Company, individually owned by Assignor, to Assignee, for purposes of a merger of Southern Amusement, Inc. into BLIS as the surviving entity at the conclusion of the transaction.

NOW THEREFORE, in consideration of the mutual promises, covenants and representations contained herein, the parties herewith agree as follows:

ARTICLE I

SALE OF SECURITIES

1.01    Assignment. Subject to the terms and conditions of this Agreement, the Assignor agrees to Assign the Assignment Shares of Restricted Common Stock of BLIS which represents the control portion of outstanding shares of BLIS. This is a private transaction between the Assignor and Assignee. Assignor assures Assignee that such amount of common stock represents the controlling interest, majority of common shares, and majority of voting power of the Company. No other superior rights for any conversion, warrant, option or other matter exists for control of the Company in either common or any class of preferred shares.

1.02    Purchase Consideration. It is agreed that the Consideration for the Assignment Shares will be for the Assignor retaining three hundred thousand Restricted Common Shares of BLIS, post merger, for purposes of the merger of Southern Amusement, Inc. a West Virginia lottery contracted provider, in long standing as such, which will be merged into BLIS immediately upon this transaction under separate agreement with the controlling owner of Southern Amusement which shall be acquired as a wholly owned subsidiary of BLIS. As consideration, Rajendran shall retain 300,000 common restricted shares of stock of the Company. The Closing on the sale of the Assignment Shares shall take place and the stock certificate amount from the Assignor shall be delivered as stated below.

1.03Ownership Transfer of  Current BLIS Operations. Assignee recognizes that there is existing operations and business in the current existing business of BLIS. As such concurrently and immediately upon the closing of this Agreement, all such business operations, assets, contracts, leases, property, accounts receivable, shall all continue under the ownership of BLIS.  

ARTICLE II REPRESENTATIONS AND WARRANTIES

2.01 The Assignor warrants, covenants and represents to the Assignee with the intention of inducing the Assignee to enter into this Agreement that:

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(a)       immediately prior to and at the Closing, the Assignor is the legal and beneficial owner of the Assignment Shares and on the Closing Date, the Assignor shall transfer to the Assignee the Assignment Shares free and clear of all liens, restrictions, covenants or adverse claims of any kind or character;

(b)       the Assignor has the legal power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by the Assignor hereunder and to consummate the transactions contemplated hereby;

(c)      to the best of the knowledge, information and belief of the Assignor there are no circumstances that may result in any material adverse effect to the Company or the value of the Assignment Shares that are now in existence or may hereafter arise;

(d) as of the Closing Date the Assignor shall not be indebted to the Company and the Company shall not be indebted to the Assignor;

(e)       the Assignor does not now, nor will it prior to or on the Closing Date, own, either directly or indirectly, or exercise direction or control over any common shares of the Company other than the Assignment Shares;

(f)        no person, firm or corporation has any right, agreement, warrant or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to require the Company to issue any shares in its capital or to convert any securities of the Company or of any other company into shares in the capital of the Company;

Assignor assures

            (g)        Assignee that such amount of common stock represents the controlling interest, majority of common shares, and majority of voting power of the Company. No other superior rights for any conversion, warrant, option or other matter exists for control of the Company in either common or any class of preferred shares. Such sale and purchase of the controlling interest of the Company is a material matter pertinent to this Agreement. 

            (f)       The Assignor represents and warrants as follows to the status of BLIS to their knowledge as a closely held corporation that BLIS is duly organized, validly existing and in good standing under the laws of the Nevada, and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary for its current accounting, state govenrment status, and status with the SEC, FINRA and OTCMarkets to enable it to continue as a public company, as well as all approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Assignor, a material adverse effect on the ability of the Assignor to perform its obligations under this Agreement or on the ability of the Assignor to consummate the Transactions (a “Assignee Material Adverse Effect”).  The Assignor represents that BLIS is duly qualified to do business in each jurisdiction where the nature of its business or their ownership or leasing of its properties make such qualification necessary and where the failure to so qualify would reasonably be expected to have a Assignee Material Adverse Effect.  The Assignor has delivered to the Company or will assist in delivering as requested, true and complete copies of the Articles of Incorporation of BLIS, as amended to the date of this Agreement, the Bylaws of BLIS, as amended to the date of this Agreement (as so amended, the “Assignor Bylaws”) together with such other enumerated items related to BLIS as requested.   

(g)Authority; Execution and Delivery; Enforceability.  The execution and delivery by  

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the Assignor of this Agreement and the consummation by the Assignor of the Transactions have been duly authorized and approved by the Board of Directors of BLIS, which Rajendran is the only director, and no other corporate proceedings on the part of BLIS is necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of the Assignor, enforceable against the Assignor in accordance with the terms hereof.

(h)No Conflicts; Consents.  The execution and delivery by the Assignor of this Agreement,  

does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of BLIS under, any provision of (i)  BLIS’s Bylaws, (ii) any material Contract to which BLIS is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to as to any material Judgment or material Law applicable to BLISor its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

(i)No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to BLIS in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than the (A) filing with the SEC of reports under Sections 13 and 16 of the Exchange Act, and (B) filings under state “blue sky” laws, as each may be required in connection with this Agreement and the Transactions.  

(j)Information Supplied.  None of the information supplied or to be supplied by BLIS for inclusion or incorporation by reference in any SEC filing or report contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.  Moreover, that any of the following matters do not exist to impede the transaction: 

i.any damage, destruction or loss, whether or not covered by insurance, that would have a Assignee Material Adverse Effect; 

ii.any waiver or compromise by BLIS of a valuable right or of a material debt owed to it; 

iii.any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by BLIS, except in the ordinary course of business and the satisfaction or discharge of which would not have a Assignee Material Adverse Effect; 

iv.any material change to a material Contract by which BLIS or any of its assets is bound or subject; 

v.any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; 

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vi.any resignation or termination of employment of any officer of BLIS; 

vii.any mortgage, pledge, transfer of a security interest in, or lien, created by BLIS, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair BLIS’s ownership or use of such property or assets; 

viii.any loans or guarantees made by BLIS to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; 

ix.any declaration, setting aside or payment or other distribution in respect of any of BLIS’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by BLIS; 

x.any alteration of BLIS’s method of accounting or the identity of its auditors; 

xi.any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Assignor stock option plans; or 

(k)Litigation.  Except as disclosed by in any BLIS disclosure Schedule, there is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of this Agreement or BLIS Stock or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Assignee Material Adverse Effect.  Neither BLIS nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. 

(l)Compliance with Applicable Laws.  Except as disclosed by BLIS, BLIS is in compliance with all applicable Laws, including those relating to occupational health and safety, the environment, export controls, trade sanctions and embargoes, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Assignee Material Adverse Effect.   

(m)Contracts.  Except as disclosed by BLIS and to the knowledge of Assignor, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of BLIS taken as a whole which is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which BLIS is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Assignee Material Adverse Effect. 

(n)Title to Properties.  Except as disclosed by BLIS and to the knowledge of Assignor, BLIS 

Has good title to, or valid leasehold interests in all such assets and properties, other than assets and properties in which BLIS has leasehold interests, are free and clear of all Liens and except for Liens that,

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in the aggregate, do not and will not materially interfere with the ability of BLIS to conduct business as currently conducted.  BLIS has complied in all material respects with the terms of all material leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect.  BLIS enjoys peaceful and undisturbed possession under all such material leases or holdings now held.

(o)Labor Matters.  Except as disclosed by BLIS and to the knowledge of Assignor, there are 

no collective bargaining or other labor union agreements to which BLIS is a party or by which it is bound.  No material labor dispute exists or, to the knowledge of the Assignor, is imminent with respect to any of the employees of BLIS.

(p)Debt Assignment. As a condition of closing, Rajendran shall assign his amount of debt due from BLIS as existing under the Financials as debt due to a related party in the Amount of $14,063.00 to BUA, LLC, under a separate assignment of Debt.  

ARTICLE III CLOSING

3.01    Closing for the Purchase of Common Stock.   The Closing (the “Closing”) of this Transaction for the Assignment Shares will occur when all of the documents and consideration have been delivered, which shall be the resignation document of Rajendran, and appointment of JD Brammer as sole officer and director, together with the letter of instruction by Rajendran for the transfer of the Control Shares in the form of the Assigned Shares. Such other documentation shall be required but shall not effect the closing of this transaction.

3.02    Documents to be delivered at Closing. As part of the Closing the following documents, in form reasonably acceptable to counsel to the parties, and shall be delivered to Assignee:

(a)       By the Assignor:

(i)stock certificate or certificates, along with stock powers with medallion signature guarantees acceptable to the transfer agent, representing the Assigned Shares which represent the control block of 2,700,000 shares, endorsed in favor of Treat Club, Inc; 

(ii)Resignation of all officers and directors, together with appointment of John (J.D.) Brammer as sole Officer and Director of BLIS.  

(iii)Written authority necessary for transfer of control at V-Stock Transfer Agent to J.D. Brammer and Gene Thomas as transfer agent authorized persons.  

(iv)Assignment of debt due to Rajendran from BLIS as shown on financials in the amount of $14,063 to BUA, LLC.  

(v)All requested corporate documents of BLIS, financials, vendor matters, accounting, state documents and other matters necessary. 

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(vi)Any and all documents necessary for transfer of control to be executed by the Assignor on behalf of new management of the Company. 

ARTICLE IV REMEDIES

4.01   Arbitration.   All questions, conflicts, and claims of any kind concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the state of Kentucky, without regard to the principles of conflict of laws thereof. Any controversy of claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall be settled by arbitration in the state of Kentucky.

4.02    Termination. The Assignee may terminate this Agreement, if at the Closing, the Assignor have failed to comply with all material terms of this Agreement and have failed to supply any documents required by this Agreement unless they do not exist, or have failed to disclose any material facts which could have a substantial effect on any part of this transaction. Assignor may terminate this Agreement, if at the Closing Assignee has failed to perform. Termination is the sole remedy.

4.03    Indemnification. From and after the Closing, the Parties, jointly and severally, agree to indemnify the other against all actual losses, damages and expenses caused by (i) any material breach of this Agreement by them or any material misrepresentation contained herein, or (ii) any misstatement of a material fact or omission to state a material fact required to be stated herein or necessary to make the statements herein not misleading.

4.04    Indemnification Non-Exclusive. The foregoing indemnification provision is in addition to, and not derogation of any statutory, equitable or common law remedy any party may have for breach of representation, warranty, covenant or agreement.

ARTICLE V MISCELLANEOUS

5.01    Captions and Headings. The article and paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement.

5.02    No Oral Change.   This Agreement and any provision hereof, may not be waived, changed, modified, or discharged, orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought.

5.03    Non Waiver. Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the acceptance of

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performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any other or subsequent breach.

5.04    Time of Essence. Time is of the essence of this Agreement and of each and every provision hereof.

5.05    Entire Agreement. This Agreement, including any and all attachments hereto, if any, contain the entire Agreement and understanding between the parties hereto, and supersede all prior agreements and understandings.

5.06    Partial Invalidity. In the event that any condition, covenant or other provision of this Agreement is held to be invalid or void by any court of competent jurisdiction, it shall be deemed severable from the remainder of this Agreement and shall in no way affect any other condition, covenant or other provision of this Agreement. If such condition, covenant or other provision is held to be invalid due to its scope or breadth, it is agreed that it shall be deemed to remain valid to the extent permitted by law.

5.07    Significant Changes. The Assignor understand that significant changes may be made in the capitalization and/or stock ownership of the Company, which changes could involve a reverse stock split and/or the issuance of additional shares, thus possibly having a dramatic negative effect on the percentage of ownership and/or number of shares owned by present shareholders of the Company.

5.08    Counterparts.    This  Agreement may  be executed simultaneously in one  or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures will be acceptable to all parties.

5.09    Binding Effect. This Agreement shall inure to and be binding upon the heirs, executors, personals, successors and assigns of each of the parties to this Agreement.

5.10    Effect of Closing. All representations, warranties, covenants, and agreements of the parties contained in this Agreement, or in any instrument, certificate, opinion, or other writing provided for in it, shall be true and correct as of the Closing and shall survive the Closing of this Agreement.

5.11    Mutual Cooperation. The parties hereto shall cooperate with each other to achieve the purpose of this Agreement, and shall execute such other and further documents and take such other and further actions as may be necessary or convenient to effect the transaction described herein.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.

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    /s/ Ajay Rajendran , Assignor Ajay Rajendran, as Shareholder Date: Jan. 24, 2019       /s/ Gene Thomas , Assignee Name: Gene Thomas For Assignee Treat Club, Inc. Date: Jan. 24, 2019

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