SAI D PURCH. ‘This SALE AND PURCHASE AGREEMENT (the “Agreement”) is made and entered into on this 18" day of January, 2018 (the “Effective Date”) by and between Edward Velasquez (the “Purehaser”), an individual with an address of 2020 N Bayshore Drive #3106, Miami, FL, 33137 , on the one hand, and Juan Leonardo Gomez (the “Seller”), an individual with an address of 1200 Brickell Avenue, Suite 1800, Miami, FL, 33131, on the other hand (Purchaser and Seller are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”), subject to the following terms and conditions: WHEREAS, Seller owns One Hundred (100) shares of common stock (the “Shares”) of Eco Wire, Inc., a Florida Corporation (“EW”), and desires to sell the Shares to the Purchaser; and WHEREAS, the Seller has agreed to sell and the Purchaser has agreed to buy the Shares, and the Parties desire to set forth the terms and conditions governing the purchase and sale of the Shares. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby conclusively acknowledged, the Seller and the Purchaser agree as follows: 1, Sale_and Purchase of the Shares. Seller hereby agrees to sell the Shares to the Purchaser, and the Purchaser hereby agrees to pay the purchase price (the “Purchase Price”) of Ten Thousand Dollars ($ 10,000.00) for the Shares. The Purchaser and Seller have agreed that the payment of the Purchase Price will be in cash, 2. Closing: Deliverables. The Parties agree that the sale and purchase of the Shares is to be consummated by the exchange of signatures by facsimile or other electronic transmission by or before 18" day of January, 2018 at 4.00 pm (EST) (“Closing Date”), Upon Closing, the Parties shall provide the following: a. Seller's Deliverables. Seller shall deliver to Purchaser the following documents (collectively, the “Seller's Deliverables”): i, a copy of this Agreement duly executed by the Seller; ii, the stock certificate or certificates evidencing the Shares, free and clear of all lien, pledge, encumbrance, charge, security interest, claim or right of another, duly endorsed to Purchaser or accompanied by other instruments of transfer duly executed; and any and all additional writings and/or documents reasonably necessary to i affect the purpose of this Agreement. b. Purchaser's Deliverables. Purchaser shall deliver to Buyer the following documents (collectively, the “Buyer’s Deliverables”): i. acopy of this Agreement duly executed by the Purchaser. ii, any and all additional writings and/or documents reasonably necessary to affect the purpose of this Agreement. 3. Representations and Warranties of the Seller. The Seller hereby represents and ‘warrants to the Purchaser the following: Authorization. The Seller is fully able, authorized and empowered to execute and deliver this Agreement and any other agreement or instrument contemplated by this Agreement and to perform its respective covenants and agreements hereunder and thereunder. This Agreement and any such other agreement or instrument, upon execution and delivery by the Sale and Purchase Agreement - Leonardo MorrisonMone Seller (and assuming due execution and delivery hereof and thereof by the other Party hereto and thereto), will constitute a valid and legally binding obligation of the Seller, in each case enforceable against it in accordance with its terms, b. Ownership of Shares, The Seller is the record and beneficial owner of the Shares. The Seller holds the Shares free and clear of any encumbrances and has the absolute right to sell and transfer the Shares to the Purchaser as provided in this Agreement without the consent of any other person or entity. Upon transfer of the Shares to Purchaser hereunder, Purchaser will acquire good and marketable title to the Shares free and clear of any encumbrance, other than applicable securities laws, c. No Breach. Neither the execution and delivery of this Agreement nor compliance by the Seller with any of the provisions hereof nor the consummation of the transactions and actions contemplated hereby will: i. violate or, alone or with notice of the passage of time, result in the breach or termination of, or otherwise give the Seller the right to terminate, or declare a-default under, the terms of any agreement or other document or undertaking, oral or written to which the Seller is a party or by which any of them or any of their respective properties or assets may be bound; ii, result in the creation of any encumbrance upon any of the properties or assets of the Seller; i. violate any statute, ordinance, regulation judgment, order, injunction, decree or award of any court or governmental or quasi-governmental agency against, or upon the Seller or upon any of their respective properties or assets; or iv. violate any law or regulation of any jurisdiction relating to the Seller or any of their respective assets or properties. 4. Obligations; Authorizations. The Seller is not (i) in violation of any judgment, order, injunetion, award or decree which is binding on any of them or any of its assets, Properties, operations or business which violation, by itself or in conjunction with any other such violation, would materially and adversely affect the consummation of the transaction contemplated hereby; or (ii) in violation of any law or regulation or any other requirement of any governmental body, court or arbitrator relating to the Seller, of to its assets, operations or businesses which violation, by itself or in conjunction with other violations of any other law, regulation or other requirement, would materially adversely affect the consummation of the transaction contemplated hereby. €. Consents. There are no consents necessary or required from any third parties required to be received by or on the part of the Seller for the execution and delivery of this Agreement and the performance of their respective obligations hereunder, £ Broker, Finder. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller. g. Disclosure. Neither this Agreement, nor any certificate, exhibit, or other written document or statement, furnished to the Purchaser by the Seller in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to be stated in order to make the statements contained herein or therein not misleading, 4. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Seller the following: Sale and Purchase Agreement - Leonardo Morrisona. Authorization. The Purchaser is fully able, authorized and empowered to execute and deliver this Agreement and any other agreement or instrument contemplated by this Agreement and to perform its respective covenants and agreements hereunder and thereunder. ‘This Agreement and any such other agreement or instrument, upon execution and delivery by the Purchaser (and assuming due execution and delivery hereof and thereof by the other Party hereto and thereto), will constitute a valid and legally binding obligation of the Purchaser, in each case enforceable against it in accordance with its terms. b. Consents. There are no consents necessary or required from any third parties required to be received by or on the part of the Purchaser for the execution and delivery of this ‘Agreement and the performance of their respective obligations hereunder. c. Broker, Finder. 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 Purchaser. 5, Tax Liability. Each Party shall be responsible for their own tax liability and the filing of any and all forms required by the Internal Revenue Service in connection with this transaction. 6. Confidentiality. The Parties agree that this Agreement and its contents shall remain strictly confidential and shall not be disclosed to any third party whatsoever, except as required by applicable law. 7. No Outstanding Claims or Causes of Action. Each Party affirms that it has not filed with any court of law, dispute resolution body, oversight body, panel of tribunal, or local, state or federal government or agency, any type of action, complaint, grievance or report against or in connection with any Party and is not aware of any such action, complaint, grievance or report pending. 8. Agreement is Legally Binding. The Parties intend this Agreement to be legally binding upon and inure to the benefit of each of them and their respective successors, assigns, executors, administrators, personal representatives, heirs and estates. 9. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties and supersedes all prior negotiations and/or agreements, proposed or otherwise, written or oral, concerning the subject matter hereof. No modification of this Agreement shall be binding unless in writing and signed by each of the Parties. 10. New or Different Facts; No Effect. Except as provided herein, this Agreement shall be, ‘and remain, in effect despite the discovery or existence of any new or additional fact, or any fact different from that which any Party now knows or believes to be true. Notwithstanding the foregoing, nothing in this Agreement shall be construed as, or constitute, a release of any Party's rights to enforce the terms of this Agreement. 11. Interpretation. Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term ot provision shall be deemed not to be a part of this Agreement, The headings within this Agreement are purely for convenience and are not to be used as an aid in interpretation. This Agreement shall be construed according to its terms and shall not be construed strictly against any Party as the author or drafter of the ‘Agreement. 12. Attorneys’ Fees; Taxes. Each Party shall bear its own attorneys” fees and costs incurred in connection with the negotiation, preparation and implementation of this Agreement. Each Party shall be solely responsible for the payment of all income and other taxes on, or related to, any payments made pursuant to this Agreement. Sale and Purchase Agreement - Leonardo MorrisonNi 13. Governing Law and Choice of Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of law. The Parties hereby submit themselves to the exclusive personal jurisdiction of the Florida Courts (both State and Federal) in Miami-Dade County, Florida. The Parties acknowledge and agree that this Agreement applies to all claims, losses, damages, and causes of action, whether known or unknown, of whatever nature, whether those damages are known or un known, foreseen or unforeseen, or patent or latent, which they may have against the other Party relating to the period from the beginning of time through the Effective Date. 14. Injunetive_and Other Judicial Relief, The Parties acknowledge and agree that the remedies at law for the breach of any of the agreements, covenants and restrictions contained in this Agreement are inadequate and that compliance with such agreements, covenants and restrictions is necessary to protect the business, goodwill and professional reputation of the other Party. The Parties further acknowledge that a breach of such agreements, covenants and restrictions will cause irreparable damage to the other Party. Therefore, each Party agrees that the other Party shall be entitled to obtain injunctive relief in any court of competent jurisdiction to enjoin any breach or threatened breach of any of the agreements, covenants and restrictions contained in this Agreement; to obtain the specific performance of this Agreement, without having to prove the inadequacy of the available remedies at law and without being required to Post a bond or security; to obtain monetary compensation for damages sustained as a result of any breach of such agreements, covenants and restrictions; and to recover reasonable attorneys” fees, costs and expenses incurred as a result of such breach or threatened breach. 15. Enforceability. This Agreement shall only be effective and enforceable upon full execution by all the Parties hereto, 16, Headings. The headings of this Agreement are for the convenience of the Parties and are not to be construed as terms or conditions of this Agreement. 17. Counterparts, This Agreement may be signed in counterparts, all of which shall constitute one agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first written above. AGREED TO AND ACCEPTED: JUAN LEONARDO.GOMEZ By:= Sale and Purchase Agreement - Leonardo Morrison