Fernhill Corporation (FERN)

[mick]

GOOD REPORE' $FERN

RE;
Perfectmine.io/Alin Jurj

https://www.sec.gov/Archives/edgar/data/1880419/000109690621002230/FERN_ex7z1.pdf

3. 3.1.
Consideration.
The Purchase Price of the Assets shall be:
(a) USD $ 35,000 in Cash (the “Purchase Price”). Said Purchase Price shall be paid to the Seller,
net of commission fees due to Latonas, LLC (“Broker”) in the amount
of fifteen percent (15%) of the Purchase Price which shall be paid by Purchaser to Broker.
The Purchase Price shall be paid as follows:

i) $20,000 paid at the Closing directly to the Seller,
less fifteen percent (15%) (or $3,000) of which will be paid to Broker

($17,000 USD net to the Seller) (the”Initial Purchase Payment”);
Asset Purchase Agreement
Fernhill Corp. – PerfectMine
Page 2 of 11

ii) $15,000 paid upon sixty (60) days after the Closing Date after the successful
completion of the Transition and Training period as per Section 4.5, directly paid to the Seller,
of which fifteen percent (15%) (or $2,250) will be paid to Broker ($12,750 net to the Seller) (the “Second Purchase Payment”).

(b) The Initial Purchase Payment shall be paid upon the Closing Date in certified US funds by bank wire transfer (the “Payment Date”). If the Initial or Second Purchase Payment falls on a weekend or nationally recognized holiday, said payment will be due the next business day. All parties shall bare their own wire transfer fees with their respective banks.

3.2. The items described in the Subsection 3.1 of this Agreement shall be transferred to Seller after the successful completion of due diligence, Purchaser receives any and all required board approvals, and the signing and acceptance of this Agreement.