Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 31, 2015

SMACK SPORTSWEAR, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-53049		26-0685980
(Commission File Number)		(IRS Employer Identification No.)

20316 Gramercy Place

Torrance, CA 90501

(Address of Principal Executive Offices, Zip Code)

310-787-1222

(Registrant's Telephone Number, Including Area Code)

(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 (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))

Section 1. Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

The information set forth in Item 2.01 below is hereby incorporated by reference into this Item 1.01.

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

As of July 31, 2015 Smack Sportswear, Inc. (the “Company”) completed the disposition of certain assets of the Company to William Sigler, a former director of the Company; in connection with the transactions described below, Mr. Sigler resigned as a director of the Company on July 27, 2015. The consideration for the sale of the inventory sold to Mr. Sigler was $132,900, which was paid by the cancellation of indebtedness owed by the Company to Mr. Sigler. The Company and Mr. Sigler executed and delivered mutual releases releasing each other from any and all claims, liabilities and indebtedness owed to the other.

In connection with such divestiture, Mr. Sigler also agreed to sell all his shares of common stock in the Company (6,824,336 shares, or approximately 31%) for an aggregate purchase price of $90,000. These sales will be made in four equal tranches, payable by an unidentified buyer in cash on or prior to August 30, 2015, October 1, 2015, January 2, 2016 and April 1, 2016. If a buyer is not identified and/or the sale is not consummated by any of said dates, Mr. Sigler has no further obligation to sell his shares. Mr. Sigler agreed not to sell, dispose of or transfer his shares in the Company other as provided above.

As a result of the sale of certain inventory from the Company to Mr. Sigler, the Company is now considered a “shell company” (as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended).

The foregoing description of the Asset Purchase Agreement, the Release and the form of the Stock Purchase Agreement are qualified in its entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively. Attached as Exhibit 10.4 is a letter confirming that the effective date of the consummation of the transactions described above was July 31, 2015, notwithstanding the earlier date indicated on the agreements.

Section 5 – Corporate Governance and Management

Item 5.01 Changes in Control of Registrant

As a result of Mr. Sigler resigning as a director of the Company, Mr. Doug Samuelson is the sole officer and director of the Company.

The information set forth in Item 5.02 below is hereby incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of July 27, 2015, William Sigler resigned as a director of the Company. There are no disagreements between Mr. Sigler and the Company on any matter relating to the Company’s SEC filings, accounting, operations, policies, or practices.

We are providing Mr. Sigler with a copy of this Current Report concurrent with this filing. Should any subsequent communications with him regarding his decision to resign reveal any disagreement between him, on one hand, and the Company, on the other hand, the Board or any executive officer of the Company regarding our operations, policies or practices, we will amend this Report accordingly to disclose any such disagreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

10.1		Asset Purchase Agreement is made and entered into as of July 27, 2015, among Smack Sportswear, Inc., a Nevada corporation, and William Sigler.

10.2		Mutual Release Agreement dated as of July 27, 2015, among Smack Sportswear, Inc., a Nevada corporation, and William Sigler.

10.3		Stock Purchase Agreement by and between William Sigler, as seller and unidentified buyer.

10.4		Letter regarding the effective closing date executed between William Sigler and Smack Sportswear, Inc.

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.

	SMACK SPORTSWEAR, INC.

	By:	/s/ Doug Samuelson
	Name:	Doug Samuelson
	Title:	Interim Chief Executive Officer and
		Chief Financial Officer

Date: August 10, 2015

Exhibit 10.1

ASSET PURCHASE AGREEMENT

This Agreement (this “Agreement”) is made and entered into as of July 27, 2015 (the “Effective Date”), among Smack Sportswear, Inc., a Nevada corporation (the “Company” or the “Seller”), and William Sigler (“Sigler” or the “Buyer”).

WHEREAS, the Company is the owner of certain items of personal property used in the business owned and/or operated under the name Smack Sportswear, Inc. (the “Business”); and

WHEREAS, the Buyer desires to purchase certain assets used in or in connection with the Business in consideration for the release by Sigler of $132,900 owed to him by the Company, all on such terms as set out in this Agreement;

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

Sale of Assets.

(a) Upon the terms and subject to the conditions set forth herein, and on the basis of the representations and warranties contained herein, at the Closing (as defined below), the Company shall sell, convey, transfer, assign and deliver to Sigler, and Sigler shall purchase, acquire and accept from the Company, all of the Company’s right, title and interest in and to the assets of the Company that are identified in this Section 1 and on Schedule 1 attached hereto (“List of Assets”).

The assets, properties and rights to be conveyed, sold, transferred, assigned and delivered to Sigler pursuant to this Agreement are sometimes hereinafter collectively referred to as the “Assets”. The parties understand and agree that any assets of the Company that are not referenced above in Section 1 and included on Schedule 1 are expressly excluded from the scope of this asset purchase transaction and shall not be deemed “Assets” being purchased by Sigler herein.

(b) The parties hereto understand and agree that in connection with Sigler’s purchase of the Assets, Sigler will not be assuming, expressly or otherwise, any liabilities of the Company.

(c) The transfer of the Assets as herein contemplated shall be made by the Company, free and clear of all encumbrances of any kind or nature and shall be effected by such bills of sale, endorsements, assignments, drafts, checks, deeds and other instruments of transfer, conveyance and assignment as shall be reasonably requested by Sigler on the Closing Date as contemplated by this Agreement.

(d) The purchase price for the Assets (the "Purchase Price") shall be One Hundred Thirty Two Thousand Nine Hundred Dollars ($132,900). The Purchase Price shall be paid by the cancellation of the indebtedness in the amount of the Purchase Price owed by the Company to Sigler.

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Closing; Closing Deliveries.

(a) The closing of the transaction contemplated herein (the “Closing”) shall take place at the offices of David Lubin & Associates, PLLC, 108 S. Franklin Avenue, Suite 10, Valley Stream, N.Y. 11580 within two (2) business days after the date on which all of the conditions and obligations of the parties as set forth in Sections 6 and 7 of this Agreement shall have been substantially satisfied in all material respects or otherwise duly waived, or on such other date and at such other place and date as the parties may hereafter agree upon in writing (such date of the Closing being referred to herein as the “Closing Date”).

(b) At Closing, Sigler shall execute and deliver to the Company a release, evidencing Sigler’s payment of the Purchase Price and attached hereto as Attachment 1 (the “Mutual Release”), in form and substance satisfactory to the parties.

(c) At Closing, the Company shall deliver to Sigler an executed Mutual Release, and such acknowledged and/or executed assignments, bills of sale and/or certificates of title dated as of the Closing Date and transferring to Sigler all of the Assets free and clear of all encumbrances, as reasonably requested by Sigler prior to Closing and in form and substance mutually satisfactory to the parties and attached hereto as Attachment 2 (the “Section 2(c) Transfer Documents”).

Representations of Sigler.

Sigler represents and warrants the following, each of which is true and correct as of the Effective Date and shall be true at Closing:

Sigler has the absolute and unrestricted right, power, legal capacity and authority to enter into and perform his obligations under this Agreement, to carry out his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Sigler.

Assuming the due authorization, execution and delivery by the Company, this Agreement, when executed and delivered by Sigler, will be, a valid and binding obligation of Sigler, enforceable against him in accordance with the terms hereof.

Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to which Sigler is a party or by which he or his assets are bound, or (ii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to Sigler or his assets or properties.

(d) There are no consents necessary or required from or any notices or notifications necessary or required to be made to any third parties, including, but not limited to, governmental or other regulatory agencies, federal, state or municipal, required to be received by or on the part of or required to be made by or on behalf of Sigler for the execution and delivery of this Agreement and the performance of his obligations hereunder, other than the filing by the Company of a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”).

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Company’s Representations.

The Company represents and warrants the following:

(a) The Company is duly incorporated, organized, validly existing and in good standing under the laws of the state of Nevada, with the corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted.

(b) The Board of Directors has approved the execution, delivery and performance of this Agreement.

(c) No filing with, notification to, authorization from or consent or approval of any governmental body, agency, official or authority or any other third party is necessary or required to be made or obtained to enable the Company to enter into, and to perform its obligations under, this Agreement, other than applicable filings by the Company with the SEC.

(d) Assuming the due authorization, execution and delivery by Sigler, this Agreement, when executed and delivered by the Company will be, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The individual executing this Agreement on behalf of the Company has been duly authorized by all necessary and appropriate action on behalf of Company.

(e) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any provision of the Certificate of Incorporation or By-laws of the Company, as currently in effect, (ii) any instrument, contract or agreement to which the Company is a party or by which it is bound, or (iii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to the Company or its assets or properties.

(f) As of the Effective Date, the Assets do not comprise substantially all of the Company’s assets or substantially all of the assets used in the Business.

(g) As of the Effective Date, the aggregate value of the equipment and inventory that comprise the Assets being purchased hereunder is not greater than fifty percent (50%) of the aggregate value of the equipment and inventory that comprise either all of the Company’s assets or all of the assets used in the Business.

Covenants.

(a) Each of the parties hereto will (i) use its best efforts to assure that all of its respective representations and warrants contained herein are true in all material respects at and as of the Effective Date, and as of the Closing no breach shall occur with respect to any of the parties' covenants, representations or warranties contained herein that has not been cured by the Closing; (ii) not voluntarily take any action or do anything which will cause a material breach of or default respecting such covenants, representations or warranties; and (iii) promptly notify the other of any event or fact which represents a breach or default.

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(b) The Company shall file with the SEC all required forms and disclosure items in a timely manner required and/or relating to this Agreement.

(c) Sigler shall not, without the express prior written consent of the Company, make any announcement or otherwise disclose any information regarding this Agreement and/or the transactions contemplated hereby other than as required by law or otherwise deemed advisable in his counsel's written opinion to ensure compliance with public disclosure requirements under the federal securities laws.

(d) Each of the parties hereto agrees to bear its own expenses in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transaction contemplated hereby.

(e) Each of the parties shall execute such documents or other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated in this Agreement.

Conditions Precedent to the Obligations of Sigler.

The obligations of Sigler to effectuate the Closing is subject to the fulfillment, prior to the date of Closing of each of the following conditions (any one or more of which may be waived by Sigler unless such condition is a requirement of law):

(a) All representations and warranties of the Company contained in this Agreement and in any written statement, exhibit or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby shall be true and correct in all material respects as of the Effective Date and as of the Closing Date.

(b) The Company shall have performed and complied in all material respects with all covenants and other agreements required by (or contained in) this Agreement to be performed or complied with or by them prior to or at the Closing Date.

(c) No action, suit, proceeding or investigation shall have been instituted against the Company, and be continuing before a court or before or by a governmental body or agency, and be unresolved, to restrain or to prevent or to obtain damages in respect of, the carrying out of the transactions contemplated hereby or which might materially and adversely affect the rights of the Company to consummate the transactions contemplated hereby.

(d) The Company shall have obtained all approvals and consents to consummate this Agreement and the transactions to be consummated at or immediately following the Closing, in accordance with all applicable laws, rules and regulations, including, but not limited to, the following: (i) the Company shall have all required approvals by the directors and/or shareholders of the Company regarding the sale of the Assets; (ii) the Company shall have filed all applicable schedules, reports or statements with the Securities and Exchange Commission (“SEC”) that are required by the transactions contemplated by this Agreement and satisfied any applicable waiting periods required in connection therewith; and (ii) the Company shall have obtained all consents and approvals required under the Nevada Revised Statutes.

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(e) Sigler shall receive the documents (executed where applicable) set forth in Section 2(c) of this Agreement, which documents shall be in form and substance reasonably satisfactory to Sigler and his legal counsel.

Conditions Precedent to the Obligations of the Company.

The obligations of the Company to effectuate the Closing is subject to the fulfillment, prior to the Closing Date, of each of the following conditions (any one or more of which may be waived by the Company unless such condition is a requirement of law):

(a) All representations and warranties of Sigler contained in this Agreement and in any written statement, Exhibit or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby shall be true and correct in all material respects as of the Effective Date and as of the Closing Date.

(b) Sigler shall have performed and complied in all material respects with all covenants and other agreements required by (or contained in) this Agreement to be performed or complied with by him prior to or at the Closing.

(c) No action, suit, proceeding or investigation shall have been instituted against Sigler, and be continuing before a court or before or by a governmental body or agency, and be unresolved, to restrain or to prevent or to obtain damages in respect of, the carrying out of the transactions contemplated hereby, or which might materially and adversely affect the rights of Sigler to consummate the transactions contemplated hereby.

(d) The Company shall receive the documents (executed where applicable) set forth in Section 2(b) of this Agreement, which documents shall be in form and substance reasonably satisfactory to the Company and its legal counsel.

Indemnification

a. Indemnification by Seller. Seller shall indemnify, defend and hold Buyer free and harmless from and against any and all “Losses” (as defined below), which Buyer shall incur or suffer which arise or result from any third-party claims on any obligations which arise or result from the operation or conduct of the Business by Seller that have accrued prior to the Closing Date, including without limitation with regard to any Assigned Contracts but exclusive of any liabilities set forth in the Assumed Liabilities, and/or from any breach of Seller’s representations, warranties or covenants contained in this Agreement. Seller’s indemnification obligations as set forth in this Section 8(a) shall survive the Closing and shall be ongoing and continuing obligations of Seller.

(i) For purposes of this Agreement, “Losses” shall mean any and all obligations, liabilities, costs (including reasonable attorneys’ fees), taxes, expenses, damages and losses actually incurred by a party entitled to indemnification under this Agreement.

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b. Indemnification by Buyer. Buyer shall indemnify, defend and hold Seller free and harmless from and against any and all Losses which Seller shall incur or suffer which arise or result from the operation or conduct of the Business by Buyer at any time after the Closing Date from any breach of Buyer's representations, warranties or covenants contained in this Agreement. Buyer’s indemnification obligations as set forth in this Section 8(b) shall survive the Closing and shall be ongoing and continuing obligations of Buyer.

Miscellaneous.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada.

(b) If any covenant or agreement contained herein, or any part hereof, is held to be invalid, illegal or unenforceable for any reason, such provision will be deemed modified to the extent necessary to be valid, legal and enforceable and to give effect of the intent of the parties hereto.

(c) This Agreement, together with any and all schedules, other attachments and any agreements or documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior agreements between the parties with respect to the subject matter hereof or thereof. There are no representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein or in the other agreements referenced herein. Capitalized terms in any attachments to this Agreement shall have the meanings given to them in this Agreement, unless otherwise defined in the applicable attachment.

(d) This Agreement may not be amended or modified except by the express written consent of the parties hereto. Any waiver by the parties of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach thereof or of any other provision.

(e) This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and assignees and heirs and legal representatives. No assignment of this Agreement or of any rights hereunder shall relieve the assigning party of any of its obligations or liabilities hereunder.

(f) The parties hereto intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than the parties hereto.

(g) The parties hereto agree to execute and deliver such further documents and instruments and to do such other acts and things any of them, as the case may be, may reasonably request in order to effectuate the transactions contemplated by this Agreement.

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(h) This Agreement may be executed in counterparts and by facsimile or other electronic means, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

(i) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

(j) All notices, requests, claims, demands and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given if delivered in person against written receipt, by facsimile transmission, by email, overnight courier prepaid, or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested 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):

If to Sigler, as follows:

William Sigler

933 6^th Street, Unit D

Hermosa Beach, CA 90403

Email: billsmack1@gmail.com

If to the Company, as follows:

Smack Sportswear, Inc.

attn: Douglas Samuelson, CEO

6025 Macadam Ct.

Agoura Hills, CA 91301

Email: doug.samuelson@yahoo.com

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, (iii) if delivered by email, to the email address as provided in this Section, be deemed given upon sending such email, (iv) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt, or (v) if delivered by mail in the manner described above to the address provided in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt. In order for any such notice to be deemed given as provided above, other than if sent by email, any such notice must also be accompanied by an email to the recipient. In order for any such notice to be deemed given that is sent by email as provided above, any such notice must also be accompanied by sending such notice in the mail.

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(k) No delay on the part of the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of the Company of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise of any other right, power or privilege hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which the parties hereto may otherwise have at law or in equity.

(l) This Agreement shall be construed to effectuate the mutual intent of the parties. The parties and their counsel have cooperated in the drafting and preparation of this Agreement, and this Agreement therefore shall not be construed against any party by virtue of its role as the drafter thereof. No drafts of this Agreement shall be offered by any party, nor shall any draft be admissible in any proceeding, to explain or construe this Agreement. Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

(m) All section titles or captions contained in this Agreement, in any exhibit referred to herein or in any exhibit annexed hereto are for convenience only, shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of this Agreement.

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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the Effective Date.

	SMACK SPORTSWEAR, INC.

	By:	/s/ Doug Samuelson
		Name: Doug Samuelson
		Title: Interim Chief Executive Officer
		and Chief Financial Officer

		/s/ William Sigler
		William Sigler

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Exhibit 10.2

MUTUAL RELEASE AGREEMEMT

This Mutual Release Agreement (this “Release” or this “Agreement”) is made as of July 27, 2015 (the “Effective Date”), by and between William Sigler (“Sigler), on the one hand, and Smack Sportswear, Inc., a Nevada corporation (“Smack”) and their respective affiliates, on the other hand.

W I T N E S S E T H:

WHEREAS, a dispute has arisen between the Parties (as defined below) and/or their Affiliates (as defined below) relating to their respective performances under the Prior Settlement Agreement (as defined below) and under the Dealer Agreement (as defined below);

WHEREAS, Sigler wishes to purchase certain assets of Smack (the “Assets”) pursuant to the terms and conditions of that certain Asset Purchase Agreement of even date herewith (the “Purchase Agreement”) by and between Sigler, as “Buyer” and Smack as “Seller”;

WHEREAS, payment for the Assets being purchased by Sigler pursuant to the Purchase Agreement is the cancellation of all indebtedness owed by the Company to Sigler, which indebtedness as of the Effective Date totaled $132,900.00 (the “Debt Amount”);

WHEREAS, as of the Effective Date, Sigler is a member (“Director”) of Smack’s Board of Directors (the “Board”);

WHEREAS, in connection with the parties entering into the Purchase Agreement, Sigler wishes to resign as a Director from the Board; and

WHEREAS, the undersigned have determined that it is in their best interests to eliminate any and all obligations, liabilities and claims that the parties now have, will have, or could have with regard to each other, except such continuing contractual obligations as the undersigned may have to each other pursuant to this Agreement.

NOW, THEREFORE, for value received, and for other good and valuable consideration, receipt of which is hereby acknowledged, and in consideration of the mutual promises, covenants and conditions herein contained, each of the undersigned, intending to be legally bound by this Release, agrees as follows:

1. Mutual Release of Any and All Claims between the Parties. In consideration of the mutual specific releases contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties promise, agree and specifically release each other as follows: each of Sigler and Smack (the “Parties”) on behalf of itself or himself and its or his respective agents, representatives, employees, attorneys, insurers, predecessors and successors in interest, assigns, directors, officers, partners, parent corporations, subsidiaries, affiliates, and all other persons, firms, or corporations with whom or which any of them have been, are now, or may hereafter be affiliated, and any other person or entity claiming through them or on their behalf (“Affiliates”) hereby releases, remises and forever discharges each other Party hereto, including their respective Affiliates from any and all claims, causes of action, damages, losses, actions, judgments, obligations, attorneys’ fees, indemnities, subrogations, duties, demands, controversies and liabilities of any nature whatsoever, whether known or unknown, and whether arising under statute, contract (express, implied, or otherwise), in tort, equity, or any other theory of recovery, and whether for compensatory damages, penalty, or punitive damages, including without limitation in any way relating to or arising out of (i) the Debt Amount, (ii) any tangible or intangible intellectual property currently owned by Smack, (iii) that certain Mutual Release Agreement entered into on September 22, 2014 between the Parties (the “Prior Settlement Agreement”), (iv) that certain Dealer Agreement entered into on September 22, 2014 between Smack and MVP LLC (as defined below) (said agreement, the “Dealer Agreement”), as well as any other claims, whether presently known or unknown (“Claims”); provided, however, that this Agreement does not waive or release any Claims or related rights that any of the Parties may have for a breach of the provisions of this Agreement. Each of the Parties (on behalf of itself and any of its affiliates) represents and agrees that it has not assigned or transferred, or attempted to assign or transfer, to any person or entity, any of the Claims it is releasing in this Agreement, and that each of the Parties agrees to indemnify, defend and hold harmless the other and its Affiliates (as applicable) from and against any claim, demand, damage, debt, liability, account, reckoning, obligation, cost, expense, lien, action or cause of action (including attorneys' fees and costs paid or incurred) based upon or in connection with or arising out of any such assignment or transfer or purported or claimed assignment or transfer.

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For purposes of clarity, Sigler agrees and acknowledges, on his behalf and on behalf of his Affiliates, that as a consequence of the consummation of the transactions relating to the Purchase Agreement, Smack and its Affiliates will have no outstanding debt or liability to or from Sigler.

For purposes of this Agreement, Sigler’s “Affiliates” include, without limitation, Magnum Venture Partners, LLC, a Wyoming limited liability company (“MVP LLC”) and Magnum Venture Partners, Inc., a Wyoming corporation dba MVP Sports.

Each of the Parties acknowledges and agrees that its Release as set forth herein shall inure to the benefit of, and shall be final and binding with respect to, himself and itself, as the case may be, and any and all of such Party’s Affiliates, without necessity of their signature(s) upon this Agreement. Each Party also represents and agrees that, prior to signing this Agreement, neither Party, nor any Affiliate of said Party, has filed or pursued any complaints, charges or lawsuits of any kind with any court, governmental or administrative agency or arbitrator against the other Party or an Affiliate of the other Party.

2. Waiver of Civil Code Section 1542: The Parties agree to waive the provisions of Section 1542 of the California Civil Code and agree that, except as to such rights or claims as may be created or preserved by this Release, the Parties’ releases set forth hereinabove extend to all claims of every kind, nature and description whatsoever, known or unknown, suspected or unsuspected. This Release covers all claims which the Parties know exist, as well as those claims that the Parties do not know or suspect to exist in their favor at the time of executing this Release. California Civil Code Section 1542 states as follows,

"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

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Each Party will indemnify and hold harmless each other Party herein released from any loss, claim, expense, demand, or cause of action of any kind or character, through the assertion by any Party or stranger hereto, including by any third party, of a claim or claims connected with the subject matter of this Release, and from any loss incurred directly or indirectly by reason of the falsity or inaccuracy of any representation herein by the indemnifying Party.

3. Miscellaneous.

(a) This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the State of Nevada without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to, arising out of or under this Agreement, shall be brought solely and exclusively in the federal or state court selected by the party prosecuting, filing or otherwise commencing said suit or proceeding (the “Chosen Venue”). By its execution hereof, the parties hereby expressly covenant and irrevocably submit to the in personam jurisdiction of the Chosen Venue and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in the Chosen Venue. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of its reasonable counsel fees and related costs and/or disbursements in an amount judicially determined.

(b) Should any part, term or provision of this Release be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions, including the release of all Claims by each Party, shall not be affected thereby and said illegal or invalid part, term or provision shall be modified by the court so as to be legal or, if not reasonably feasible, shall be deleted.

(c) Each Party acknowledges and agrees that (a) he or it has not relied on any representations, promises, or agreements of any kind made to him in connection with her decision to accept the Release except for those set forth herein; (b) he/it has been advised to consult an attorney before signing this Release, and he/it has had the opportunity to consult with an attorney of his or its own choosing; (c) he/it does not feel he/it has been coerced to sign this Release or that his/its signing this Release would for any reason not be voluntary; and (d) he/it has thoroughly reviewed and understands the effects of this Release before signing it.

(d) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns and Affiliates. Neither Party shall assign of this Agreement or any rights hereunder.

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(e) All notices, requests, claims, demands and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given if delivered in person against written receipt, by facsimile transmission, by email, overnight courier prepaid, or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested 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):

If to Sigler, as follows:

William Sigler

933 6^th Street, Unit D

Hermosa Beach, CA 90403

Email: billsmack1@gmail.com

If to Smack, as follows:

Smack Sportswear, Inc.

6025 Macadam Ct.

Agoura Hills, CA 91301

Email: doug.samuelson@yahoo.com

(f) The Parties shall not be deemed to waive any of their rights or remedies under this Agreement unless such waiver is in writing and signed by the party to be bound. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of that Party of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise of any other right, power or privilege hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which the Parties hereto may otherwise have at law or in equity.

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(g) This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings (in writing, oral or otherwise) of the parties relating thereto, including without limitation, the Prior Settlement Agreement. No course of dealing, course of performance or trade usage, and no parol evidence of any nature, shall be used to supplement or modify any terms of this Agreement.

(h) This Agreement may be modified or amended only by written agreement of the Parties hereto.

(i) This Agreement may be executed in multiple counterparts and by facsimile each of which shall be an original, but all of which shall be deemed to constitute one instrument. The delivery of an executed counterpart of this Agreement by electronic means, including by facsimile or by "pdf" attachment to email, shall be deemed to be valid delivery thereof binding upon all the parties hereto.

(j) All section titles or captions contained in this Agreement, in any exhibit referred to herein or in any exhibit annexed hereto are for convenience only, shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of this Agreement.

(k) This Agreement shall be construed to effectuate the mutual intent of the Parties. The Parties and their counsel have cooperated in the drafting and preparation of this Agreement, and this Agreement therefore shall not be construed against any Party by virtue of its role as the drafter thereof. No drafts of this Agreement shall be offered by any Party, nor shall any draft be admissible in any proceeding, to explain or construe this Agreement. Each Party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of his/its own choice and that he/it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

(l) If any provision of this Release is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable. In lieu thereof, there shall be added a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

(m) This Release shall become effective immediately upon the full execution and delivery hereof by the Parties.

(n) Each Party shall cooperate with the other and execute such instruments or documents and take such other actions as may reasonably be requested from time to time in order to carry out, evidence or confirm their rights or obligations or as may be reasonably necessary or helpful to give effect to this Agreement, including without limitation, with regard to Smack, as soon as reasonably practicable, removing any references to Sigler as a Director of Smack on the Company’s website and any documents to be delivered in the future in electronic format.

[signature page to follow]

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IN WITNESS WHEREOF, each of the undersigned has caused this Release to be duly executed and delivered as of the Effective Date.

	SMACK SPORTSWEAR, INC.

	By:	/s/ Doug Samuelson
		Name: Doug Samuelson
		Title: Interim Chief Executive Officer
		and Chief Financial Officer

		/s/ William Sigler
		William Sigler

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Exhibit 10.3

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) made this 27th day of July, 2015 (the “Effective Date”), by and between William Sigler (the “Seller”) and _____________________________, as representative for a syndicate of buyers (the “Buyer”).

WHEREAS, pursuant to the terms and conditions of this Agreement, Buyer desires to purchase from the Seller, and the Seller desires to sell to the Buyer, an aggregate of 6,824,336 shares (the “Shares”) of common stock (the “Common Stock”) of Smack Sportswear, Inc., a Nevada corporation (the "Company").

NOW, THEREFORE, in consideration of the promises and the mutual covenants, representations and warranties contained herein, the parties hereto do hereby agree as follows:

1. SALE OF SHARES. Subject to the terms and conditions of this Agreement, the Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, good and marketable title to the Shares, free and clear of all mortgages, liens, encumbrances, claims, equities and obligations to other persons of every kind and character, except that the Shares are “restricted securities” as defined in the Securities Act of 1933, as amended (the “Securities Act”).

The aggregate purchase price for the Shares shall be $90,000, payable to the Seller (the “Purchase Price”) in four (4) equal cash payment installment payments as set forth below in Section 2.

2. MANNER OF PAYMENT FOR SHARES

Unless otherwise agreed to in writing, Buyer shall purchase the Shares through four equal installment payments of $22,500 each (“Installment Payment”), according to the following payment schedule (each such date, as set forth below, the “Installment Payment Due Date” and each such purchase by Buyer of exactly 1,706,084 Shares, an “Installment Purchase”) and pursuant to the Payment/Certificate Delivery Procedure (as further described below): (i) Installment Payment no. 1 shall be made on or before August 30, 2015; (ii) Installment Payment no. 2 shall be made on or before October 1, 2015; (iii) Installment Payment no. 3 shall be made on or before January 2, 2016; and (iv) Installment Payment no. 4 shall be made on or before April 1, 2016. Each Installment Payment and applicable stock certificate representing exactly 1,706,084 Shares, signature medallion guaranteed, containing an endorsement by Seller to Buyer and/or a duly executed stock power (the “Purchased Stock Certificate”) shall be made according to the following procedure.

On or before the applicable Installment Payment Date, the Buyer shall transmit the applicable Installment Payment to the David Lubin & Associates, PLLC Master Escrow Account (“Lubin Escrow"), Bank of America, 300 Broadhollow Road, Melville, NY 11747, Phone: 800-285-5245, ABA: 026009593, SWIFT: BOFAUS3N, ACH: 021000322, Master Escrow Account: 483031048535, Account name: David Lubin & Associates Master Escrow Account, f/b/o Smack Sportswear. Upon receipt of each Installment Payment, Lubin Escrow shall notify Seller’s attorney, Law Office of Brandon S. Chabner, A Professional Corporation, c/o Brandon S. Chabner, Esq. (“Chabner Law”) that the Installment Payment is available for closing of the purchase and sale of the Purchased Stock Certificate representing the Installment Payment.

Within five business days of such notification, Chabner Law shall send the Purchased Stock Certificate as instructed by Lubin Escrow. Lubin Escrow may request any additional written representations, certifications and documents in his reasonable discretion before releasing any Installment Payment. Upon receipt by Lubin Escrow, or upon receipt by such third party as designated by Lubin Escrow in its transmittal instructions to Chabner Law, of the Purchased Stock Certificate, Lubin Escrow shall send via wire transfer or by certified check to the attorney client trust account of Chabner Law, as further set forth below:

If by wire:

Bank Name – Chase Bank (Hermosa Beach, CA branch)

Bank Address – 1223 Hermosa Ave., Hermosa Beach, CA 90254

ABA Routing -- 322271627

Account Name -- MVP Sports

Account Number – 261983690

Memo – for the benefit of William Sigler

If by mail:

William Sigler

c/o Law Offices of Brandon S. Chabner, A Professional Corporation

Attn: Brandon S. Chabner, Esq.

1601 Pacific Coast Highway, #290

Hermosa Beach, CA 90254

In the event that the applicable Purchased Stock Certificate has not been received, Lubin Escrow shall inform Chabner Law of said circumstance, whereupon Seller shall have five (5) additional business days to cure said non-delivery by delivering said Purchased Stock Certificate to Lubin Escrow (the “Cure Period”); provided, however, in the event that no such cure of non-delivery occurs, no later than five (5) business days subsequent to the expiration of the Cure Period, Lubin Escrow shall return the funds to the Buyer. In the event that cure of non-delivery does occur within the Cure Period, Lubin Escrow shall then release the Installment Payment as provided above.

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The parties hereto understand and agree that: (i) for purposes of this Section 2, an Installment Payment shall not be deemed to have been received into Lubin Escrow escrow trust account in connection with a payment until applicable funds have been cleared through the trust account bank and are available for further distribution to Chabner Law; (ii) in the event that Chabner Law does not receive an Installment Payment by the date that is no later than five (5) business days subsequent to the date that the Purchased Stock Certificate was received, either Seller or Buyer shall then have the right to terminate this Agreement upon providing written notice of said termination to the other party, whereupon Seller shall have no further obligation to sell any remaining, unsold portion of the Shares to the Buyer and Buyer shall have no further obligation to purchase any remaining, unsold portion of the Shares from the Seller. Nothing herein shall limit either party’s right to pursue actual damages, and either shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided, however, that notwithstanding any other provisions of this Agreement, the parties understand and agree that under no circumstances shall Seller be deemed to be in breach of this Agreement in the event that the Company or the Company’s transfer agent has not reasonably cooperated with Seller with regard to providing Seller with any documentation relating to a Purchased Stock Certificate (e.g., providing Seller with four Company stock certificates in the amount of 1,706,084 Shares each, to replace Seller’s existing stock certificate in the amount of 6,824,336 Shares)

3. REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents, warrants and covenants to and with Buyer, both as of the date of this Agreement and as of the applicable date of each Installment Purchase by Buyer, as an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby as follows:

3.1 Authorization of Agreement. 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 his covenants and agreements hereunder and thereunder. This Agreement and any such other agreement or instrument, upon execution and delivery by the Seller (and assuming due execution and delivery hereof and thereof by the other parties hereto and thereto), will constitute a valid and legally binding obligation of the Seller, in each case enforceable against him in accordance with its terms.

3.2 Ownership of the Shares. The Seller is the record and beneficial owner of the Shares. The Seller holds the Shares free and clear of any lien, pledge, encumbrance, charge, security interest, claim or right of another, other than as provided in the Securities Act of 1933, as amended (the “Securities Act”). Under the Securities Act and the rules and regulations promulgated thereunder, the Shares are “restricted securities”, and Seller is as of the date hereof an “affiliate” of the Company. There are no stockholder agreements, proxies, rights of third parties, options, warrants, debentures, notes, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any of the Shares. The Seller has the absolute right to sell and transfer the Shares to the Buyer as provided in this Agreement without the consent of any other person or entity. Upon transfer of the Shares to Buyer hereunder, Buyer will acquire good and marketable title to the Shares free and clear of any lien, pledge, encumbrance, charge, security interest, claim or right of another, other than applicable securities laws.

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3.3 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:

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

(b) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Seller;

(c) violate any statute, ordinance, regulation judgment, order, injunction, decree or award of any court or governmental or quasi governmental agency against, or binding upon the Seller or upon any of his properties or assets; or

(d) violate any law or regulation of any jurisdiction relating to the Seller or any of his assets or properties.

3.4 Obligations; Authorizations. The Seller is not (i) in violation of any judgment, order, injunction, award or decree which is binding on him or any of his assets, properties, operations or business; or (ii) in violation of any law or regulation or any other requirement of any governmental body, court or arbitrator relating to him or to his assets, operations or businesses.

3.5 Consents. There are no consents necessary or required from any third parties, including, but not limited to, governmental or other regulatory agencies, federal, state or municipal, required to be received by or on the part of the Seller for the execution and delivery of this Agreement and the performance of his obligations hereunder.

4. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Seller, both as of the date of this Agreement and as of the applicable date of each Installment Purchase by Buyer, as an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby as follows:

4.1 Authorization of Agreement. The Buyer 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 his obligations contemplated hereby and thereby. This Agreement and any such other agreement or instrument, upon execution and delivery by Buyer (and assuming due execution and delivery hereof and thereof by the other parties hereto and thereto), will constitute the legal, valid and binding obligation of each of the Buyer, in each case enforceable against him in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditors' rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against the Buyer under or by virtue of this Agreement or such other agreement or instrument.

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4.2 No Buyer Defaults. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, will (i) violate, conflict with or result in the breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute a default under the terms of, any mortgage, bond, indenture or material agreement to which the Buyer is a party or by which the Buyer or his property or assets may be bound or materially affected, (ii) violate any judgment, order, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, the Buyer or upon the property of the Buyer, or (iii) constitute a violation by the Buyer of any applicable law or regulation of any jurisdiction as such law or regulation relates to Buyer or to the property of the Buyer.

4.3 No Litigation, Etc. There is no material suit, action, or legal, administrative, arbitration or other proceeding or governmental investigation pending or, to Buyer's best knowledge, threatened against, materially affecting or which will materially affect, the property of the Buyer.

4.4 Investment Intent. The Buyer is acquiring the Shares being purchased pursuant to this Agreement for his own account and for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of the Shares except in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws.

4.5 Disclosure of Information. The Buyer has access to review all the filings made by the Company with the SEC and Buyer has had an opportunity to discuss the business, management, financial affairs of the Company with the Company and the Seller.

4.6 Restricted Stock. The Buyer understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Buyer’s representations as expressed herein. The Buyer understands that the Shares constitute “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Buyer must hold the Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Buyer understands that Seller as of the date hereof is an “affiliate” under applicable U.S. federal securities laws. Buyer further agrees and acknowledges that it will need to obtain a legal opinion from counsel in order to remove the restrictive legend from the stock certificate representing the Shares and any other information or documentation requested by the Company and/or its transfer agent.

4.7 Legend. The Buyer understands that all certificates representing securities of the Company received by him pursuant to this Agreement shall bear the following legend, or one substantially similar thereto:

“The securities represented by this certificate have not been registered under the Securities Act of 1933. The shares have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for those shares under the Securities Act of 1933, as amended, or an opinion satisfactory to the Company's counsel that registration is not required under said Act.”

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4.8 Consents. There are no consents necessary or required from any third parties, including, but not limited to, governmental or other regulatory agencies, federal, state or municipal, required to be received by or on the part of the Buyer for the execution and delivery of this Agreement and the performance of its obligations hereunder.

5. ADDITIONAL COVENANTS OF THE PARTIES

5.1 Brokers. Each of the Seller on the one hand, and the Buyer on the other hand represent and warrant to the other that neither has employed any broker, finder or similar agent and no person or entity with which each has had any dealings or communications of any kind is entitled to any brokerage, finder's or placement fee or any similar compensation in connection with this Agreement or the transactions contemplated hereby.

5.2 Expenses. Each of the parties hereto agrees to bear its own expenses in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transaction contemplated hereby.

5.3 Further Assurances. Each of the parties shall execute such documents or other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated in this Agreement.

6. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES

6.1 Nature of Statements. All statements contained in any exhibit, certificate or other instruments delivered by or on behalf of any party hereto pursuant to this Agreement, shall be deemed representations and warranties by such party.

6.2 Survival of Representations and Warranties. Regardless of any investigation at any time made by or on behalf of any party hereto or of any information any party may have in respect thereof, all covenants, agreements, representations and warranties made hereunder or pursuant hereto or in connection with the transaction contemplated hereby shall survive the sooner to occur of the termination of this Agreement or date upon which all of the Shares have been sold to Buyer.

7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER

The obligations of the Buyer to effectuate each Installment Purchase pursuant to this Agreement is subject to the fulfillment, prior to the date of each applicable Installment Purchase, of each of the following conditions (any one or more of which may be waived by the Buyer unless such condition is a requirement of law).

7.1 Representations and Warranties. All representations and warranties of the Seller contained in this Agreement and in any written statement, exhibit or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby shall be true and correct in all material respects as of the Effective Date and as of the applicable Installment Purchase Date.

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7.2 Covenants. The Seller shall have performed and complied in all material respects with all covenants and other agreements required by (or contained in) this Agreement to be performed or complied with or by them prior to or at the applicable Installment Purchase Date.

7.3 No Actions. No action, suit, proceeding or investigation shall have been instituted against the Seller, and be continuing before a court or before or by a governmental body or agency, and be unresolved, to restrain or to prevent or to obtain damages in respect of, the carrying out of the transactions contemplated hereby or which might materially and adversely affect the rights of the Buyer to consummate the transactions contemplated hereby.

7.4 Approvals. The Seller shall have obtained all approvals and consents to consummate this Agreement and the transactions to be consummated at or immediately following the applicable Installment Purchase Date, in accordance with all applicable laws, rules and regulations.

7.5 Due Diligence. The Buyer shall have completed to its sole satisfaction its due diligence of the Seller and all other items it deems reasonably necessary and/or advisable, and shall be satisfied with the results thereof.

8. CONDITIONS PRECEDENT TO THE OBLIGATION TO THE SELLER TO CLOSE

The obligations of the Seller to effectuate each Installment Purchase pursuant to this Agreement is subject to the fulfillment, prior to the date of each applicable Installment Purchase, of each of the following conditions (any one or more of which may be waived by the Seller unless such condition is a requirement of law).

8.1 Representations and Warranties. All representations and warranties of the Buyer contained in this Agreement and in any written statement, exhibit or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby shall be true and correct in all material respects as of the Effective Date and as of the applicable Installment Purchase Date.

8.2 Covenants. The Buyer shall have performed and complied in all material respects with all covenants and other agreements required by (or contained in) this Agreement to be performed or complied with by him prior to or at the applicable Installment Purchase Date.

8.3 No Actions. No action, suit, proceeding or investigation shall have been instituted against the Buyer, and be continuing before a court or before or by a governmental body or agency, and be unresolved, to restrain or to prevent or to obtain damages in respect of, the carrying out of the transactions contemplated hereby, or which might materially and adversely affect the rights of the Seller to consummate the transactions contemplated hereby.

8.4 Approvals. Buyer shall have obtained all approvals and consents to consummate this Agreement and the transactions to be consummated at or immediately following the applicable Installment Purchase Date, in accordance with all applicable laws, rules and regulations.

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9. INDEMNIFICATION BY THE SELLER

The Seller shall indemnify and hold the Buyer harmless from and against any loss, damage or expense (including without limitation reasonable attorneys' fees and expenses) caused by or arising out of (i) any breach or default in the performance by the Seller of any covenant or agreement of the Seller contained in this Agreement, (ii) any breach of warranty or inaccurate or erroneous representation made by the Seller herein or in any exhibit, certificate or other instrument delivered by or on behalf of the Seller pursuant hereto, and (iii) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to any of the foregoing.

10. INDEMNIFICATION BY BUYER

The Buyer shall indemnify and hold harmless the Seller from and against all loss, damage or expense (including reasonable attorneys' fees) caused by or arising out of (i) any breach or default in the performance by the Buyer of any covenant or agreement of the Buyer contained in this Agreement, (ii) any breach of warranty or inaccurate or erroneous representation made by the Buyer herein or in any certificate or other instrument delivered by or on behalf of the Buyer pursuant hereto and (iii) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to the foregoing.

11. NOTICE AND OPPORTUNITY TO DEFEND

Promptly after the receipt by Buyer and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

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12. MISCELLANEOUS

12.1 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns. No assignment of this Agreement or of any rights hereunder shall relieve the assigning party of any of its obligations or liabilities hereunder. Any assignee of this Agreement shall become a party to this Agreement and will be bound by all the terms hereof.

12.2 Notices. Except as otherwise expressly provided for in this Agreement, all notices, requests, claims, demands and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given if delivered in person against written receipt, by facsimile transmission, by email, overnight courier prepaid, or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested 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):

If to the Seller, as follows:

William Sigler

933 6^th Street, Unit D

Hermosa Beach, CA 90403

Email: billsmack1@gmail.com

If to the Buyer, as follows:

___________________________

If to Chabner Law, as follows:

Brandon S. Chabner, Esq.

1601 Pacific Coast Highway, #290

Hermosa Beach, CA 90254

Fax: 310-698-0740

Email: bchabner@chabnerlaw.com

If to Lubin Escrow, as follows:

David Lubin & Associates, PLLC

108 S. Franklin Avenue, Suite 10

Valley Stream, NY 11580

Fax: 516-887-8250

Email: david@dlubinassociates.com

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12.3 Waiver; Remedies. The parties shall not be deemed to waive any of their rights or remedies under this Agreement unless such waiver is in writing and signed by the party to be bound. No delay on the part of any of the Seller or Buyer in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of the Seller or Buyer of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise of any other right, power or privilege hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which the parties hereto may otherwise have at law or in equity.

12.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings (in writing, oral or otherwise) of the parties relating thereto. No course of dealing, course of performance or trade usage, and no parol evidence of any nature, shall be used to supplement or modify any terms of this Agreement.

12.5 Amendment. This Agreement may be modified or amended only by written agreement of the parties hereto.

12.6 Counterparts. This Agreement may be executed in multiple counterparts and by facsimile each of which shall be an original, but all of which shall be deemed to constitute one instrument. The delivery of an executed counterpart of this Agreement by electronic means, including by facsimile or by "pdf" attachment to email, shall be deemed to be valid delivery thereof binding upon all the parties hereto.

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12.7 Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the State of Nevada without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to, arising out of or under this Agreement, shall be brought solely and exclusively in the federal or state court selected by the party prosecuting, filing or otherwise commencing said suit or proceeding (the “Chosen Venue”). By its execution hereof, the parties hereby expressly covenant and irrevocably submit to the in personam jurisdiction of the Chosen Venue and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in the Chosen Venue. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of its reasonable counsel fees and related costs and/or disbursements in an amount judicially determined.

12.8 Captions. All section titles or captions contained in this Agreement, in any exhibit referred to herein or in any exhibit annexed hereto are for convenience only, shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of this Agreement.

12.9 Independent Counsel. This Agreement shall be construed to effectuate the mutual intent of the parties. The parties and their counsel have cooperated in the drafting and preparation of this Agreement, and this Agreement therefore shall not be construed against any party by virtue of its role as the drafter thereof. No drafts of this Agreement shall be offered by any party, nor shall any draft be admissible in any proceeding, to explain or construe this Agreement. Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

Each party further agrees and acknowledges that Lubin Escrow is counsel to the Company and is not acting as legal counsel to either Seller or Buyer. Lubin Escrow shall be permitted to act as counsel for the Company in any dispute as to the disposition of the Shares or in any other dispute between the Seller, Buyer and/or the Company, whether or not Lubin Escrow is then acting as escrow agent hereunder.

12.10 Severability. Should any part, term or 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 or provision shall be modified by the court so as to be legal or, if not reasonably feasible, shall be deleted.

12.11 This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns and affiliates. No assignment of this Agreement or of any rights hereunder shall relieve the assigning party of any of its obligations or liabilities hereunder.

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12.12 Each party shall cooperate with the other and execute such instruments or documents and take such other actions as may reasonably be requested from time to time in order to carry out, evidence or confirm their rights or obligations or as may be reasonably necessary or helpful to give effect to this Agreement.

13. Provisions Relating to Lubin Escrow

13.1 Duties and Responsibilities of the Escrow Agent. Lubin Escrow’s duties and responsibilities shall be subject to the following terms and conditions:

(a) The Seller and Buyer each acknowledge and agree that Lubin Escrow (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either party is entitled to receipt of the Installment Payment or Shares, as the case may be, pursuant to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by Lubin Escrow pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by Lubin Escrow in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by Lubin Escrow in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Lubin Escrow hereunder any greater degree of care than Lubin Escrow gives its own similar property; and (vi) may consult counsel satisfactory to Lubin Escrow, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Lubin Escrow hereunder in good faith and in accordance with the opinion of such counsel.

(b) The Seller and Buyer acknowledge that Lubin Escrow is acting solely as a stakeholder at their request and that Lubin Escrow shall not be liable for any action taken by Lubin Escrow in good faith and believed by Lubin Escrow to be authorized or within the rights or powers conferred upon Lubin Escrow by this Agreement. The Seller and Buyer, jointly and severally, agree to indemnify and hold harmless the Lubin Escrow and any of Lubin Escrow’s partners, employees, agents and representatives for any action taken or omitted to be taken by Lubin Escrow or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Lubin Escrow’s part committed in its capacity as Lubin Escrow under this Agreement. Lubin Escrow shall owe a duty only to the Seller and Buyer under this Agreement and to no other person.

(c) The Seller and Buyer jointly and severally agree to reimburse Lubin Escrow for reasonable outside counsel fees, to the extent authorized hereunder and reasonably incurred in connection with the performance of its duties and responsibilities hereunder.

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13.2 Resignation of Lubin Escrow. Lubin Escrow may at any time resign as escrow agent hereunder by giving five (5) days prior written notice of resignation to the Buyer and Seller. Prior to the effective date of the resignation as specified in such notice, the Buyer and Seller will issue to Lubin Escrow a joint instruction authorizing delivery of any funds then currently held by Lubin Escrow to the designated new escrow agent selected by the Buyer and Seller. If no successor escrow agent is named by the Buyer and Seller, then Lubin Escrow may apply to a court of competent jurisdiction in the State of New York for appointment of a successor escrow agent, and to deposit any funds then held in escrow with the clerk of any such court.

13.3 The Shares. Until the Shares are sent by Chabner Law in accordance with the terms of this Agreement, the Seller shall possess and maintain all right, title and interest to the Shares. Lubin Escrow does not have and will not have any interest in the Company or the Shares, but is serving only as escrow agent at the specific request of Buyer and Seller.

13.4 Dispute Resolution: Judgments. Notwithstanding Section 12.7 of this Agreement to the contrary, resolution of disputes arising under this Agreement concerning Lubin Escrow shall be subject to the following terms and conditions:

(a) If any dispute shall arise with respect to the delivery, ownership, right of possession or disposition of the Shares or payment therefor, or if Lubin Escrow shall in good faith be uncertain as to its duties or rights hereunder, Lubin Escrow shall be authorized, without liability to anyone, to (i) refrain from taking any action other than to continue to hold the Installment Payment pending receipt of a joint instruction from the Buyer and Seller, or (ii) deposit the Installment Payment with any court of competent jurisdiction in the State of New York, in which event Lubin Escrow shall give written notice thereof to the Buyer and Seller and shall thereupon be relieved and discharged from all further obligations pursuant to this Agreement. Lubin Escrow may, but shall be under no duty to, institute or defend any legal proceedings which relate to this Agreement or the transactions contemplated hereby. Lubin Escrow shall have the right to retain counsel if it becomes involved in any disagreement, dispute or litigation on account of this Agreement or otherwise determines that it is necessary to consult counsel.

(b) Lubin Escrow is hereby expressly authorized to comply with and obey any court order. In case Lubin Escrow obeys or complies with a court order, Lubin Escrow shall not be liable to the Buyer and Seller or to any other person, firm, corporation or entity by reason of such compliance.

13.5 Bank Fees. Each of Buyer and Seller agree to be responsible for the payment of any applicable wire fees charged by their respective banks, and with regard to any wire fees to be charged by Lubin Escrow’s bank the parties agree that that Buyer shall pay for all incoming wire fees and Seller shall pay for all outgoing wire fees relating to Lubin Escrow’s bank account. Such payment shall be made by the deduction of the applicable amount of the fee from the wire being sent from or received into said account.

Remainder of Page Intentionally Omitted; Signature Page to Follow

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IN WITNESS WHEREOF, the parties have caused this Stock Purchase Agreement to be duly executed and delivered as of the Effective Date.

	SELLER:


	William Sigler

	BUYER:

	By:
	Name:
	Title:

	AGREED TO AND ACKNOWLEDGED FOR ONLY FOR PURPOSES OF SECTIONS 2, 12 AND 13 OF THIS AGREEMENT:

	CHABNER LAW:

	By:
	Name:
	Title:


	LUBIN ESCROW:

	David Lubin & Associates, PLLC

	By:
	Name:
	Title:

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Exhibit 10.4

William Sigler

933 6^th Street, Unit D

Hermosa Beach, CA 90403

Email: billsmack1@gmail.com

August 4, 2015

VIA ELECTRONIC MAIL

Smack Sportswear, Inc.

attn: Douglas Samuelson, CEO

6025 Macadam Ct.

Agoura Hills, CA 91301

Re: Closing Date for Asset Sale

Gentlemen;

Reference is hereby to the Asset Purchase Agreement dated as of July 27, 2015 (the “Asset Purchase Agreement”) between Smack Sportswear, Inc., a Nevada corporation (the “Company”) and William Sigler (“Sigler”), whereby certain assets were sold by the Company to Sigler. This letter confirms that the transactions relating to said asset sale were consummated on July 31, 2015.

	/s/ William Sigler
	William Sigler

AGREED AND ACKNOWLEDGED:

SMACK SPORTSWEAR, INC.

By:	/s/ Douglas Samuelson
Name:	Douglas Samuelson
Title:	Chief Executive Officer

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