Identify each acquiring entity below. Entity #1 is required; entities #2–4 are optional. All named entities become jointly and severally liable for the entire Price upon execution. The maximum is 4 entities total — additional acquirers are not permitted in this transaction.
Parties & Effective Date
Seller: Christopher Gabriel Brown, Sole Proprietor, 1341 Wellington Cove, Lawrenceville, GA 30043-5255, USA.
Buyers: The acquiring entities identified in Schedule A (1–4 entities), each jointly and severally liable.
Effective Date: The date on which the final required Buyer signature is affixed below.
1. Sale
Seller hereby sells, and Buyers hereby purchase, the Subject (as defined above and at cri-one.com/store/total-all-in-one.html) for the Price of USD $10,000,000,000,000 (Ten Trillion United States Dollars). Title and license rights vest as set forth in the Master Technology Licensing Agreement, which is incorporated by reference.
2. Unconditional payment
Buyers' obligation to pay the Price in full, in accordance with Schedule B, is absolute and unconditional and is independent of Seller's performance of any other obligation, except as expressly required by applicable law. No setoff, deduction, recoupment, or counterclaim may be asserted against any payment, except where applicable law renders such waiver unenforceable.
3. Joint and several liability
Each named Buyer is jointly and severally liable for the entire Price and all other obligations under this Agreement and the Promissory Note (Schedule C). Seller (or any assignee) may pursue any one Buyer, several, or all Buyers for the full amount due. Full payment by any one Buyer satisfies the obligation as to all.
4. Assignment and transfer permitted by Seller
Seller may, at any time and without further notice to or consent from Buyers, sell, assign, pledge, factor, hypothecate, securitize, or otherwise transfer all or any portion of Seller's rights, title, and interest in this Agreement, the receivable arising hereunder, and the Promissory Note (Schedule C), to any person or entity. Upon assignment, the assignee shall have all rights of Seller under this Agreement with respect to the assigned portion. Buyers shall make payments directly to the assignee upon written notice of assignment.
5. Waiver of defenses against assignees (UCC § 9-403)
To the maximum extent permitted by law, Buyers waive any defense, claim in recoupment, setoff, or counterclaim that Buyers may have against Seller (other than a defense of fraud in the factum, infancy, duress, illegality of the underlying transaction, or insolvency proceedings) as against any assignee who takes the receivable for value, in good faith, and without notice of such defense or claim. This waiver is a material inducement to Seller and any assignee, and is intended to satisfy the requirements of UCC § 9-403 and OCGA § 11-9-403.
6. Estoppel
Upon Seller's delivery of the Subject (as documented in Schedule D), Buyers represent and warrant they have no defense, setoff, counterclaim, or right of rescission against Seller in respect of the Price.
7. Promissory Note (Schedule C)
Concurrently with this Agreement, Buyers execute the Promissory Note attached as Schedule C , which evidences the unconditional obligation to pay the Price on the dates set forth in Schedule B. The Promissory Note is intended to be a negotiable instrument under UCC Article 3 (OCGA Title 11 Article 3): it is a written, unconditional promise, signed by the makers (Buyers), to pay a sum certain in U.S. dollars, payable to the order of Seller (and any subsequent holder), at definite times. Seller may negotiate the Note to any holder, including a holder in due course.
8. ESIGN Act and Georgia UETA consent
Buyers consent to the use of electronic records and electronic signatures under the Federal ESIGN Act (15 USC §§ 7001 et seq.) and the Georgia Uniform Electronic Transactions Act (OCGA §§ 10-12-1 et seq.). Buyers acknowledge they have access to the technology required to access and retain electronic records, and may receive paper copies upon written request and payment of reasonable reproduction costs. Each Buyer's execution of this Agreement and the Promissory Note by electronic signature has the same legal force and effect as a manual signature.
9. Governing law & forum
This Agreement is governed by the laws of the State of Georgia, USA , without regard to conflict-of-laws principles. Exclusive jurisdiction and venue lie in the Superior Court of Gwinnett County, Georgia , and the United States District Court for the Northern District of Georgia. Buyers consent to personal jurisdiction and waive any objection to venue.
10. Entire agreement; amendment
This Agreement, together with its Schedules A–E and the Master Technology Licensing Agreement, constitutes the entire agreement between the parties on the subject and supersedes all prior negotiations. No amendment is effective unless in writing and signed by the party against whom enforcement is sought (and, in the case of any provision affecting an assignee's rights, by the assignee).
11. Counterparts; electronic execution
This Agreement may be executed in counterparts, each of which is an original and which together constitute one instrument. Electronic counterparts and PDF/image copies have the same effect as original counterparts.
12. Severability
If any provision is held unenforceable, the remainder of the Agreement remains in effect, and the unenforceable provision shall be modified to the minimum extent necessary to render it enforceable.
13. Survival
Sections 3 (joint and several liability), 4 (assignment), 5 (waiver of defenses), 6 (estoppel), 7 (Promissory Note), 9 (governing law & forum), and 10 (entire agreement) survive termination or expiration of this Agreement.
14. No oral modification; statute of frauds
This Agreement satisfies the writing requirement of the Georgia Statute of Frauds (OCGA § 13-5-30) and UCC § 2-201 (OCGA § 11-2-201). No oral modification or rescission is effective.
15. Costs of collection
If Seller (or any assignee) refers any unpaid amount to an attorney for collection, Buyers (jointly and severally) shall pay all reasonable attorneys' fees, court costs, and collection costs , including those incurred in any bankruptcy, receivership, or other insolvency proceeding involving any Buyer.
Promissory Note — Negotiable Instrument under UCC Article 3
FOR VALUE RECEIVED , the undersigned Makers (the Buyers identified in Schedule A), jointly and severally, hereby unconditionally promise to pay to the order of Christopher Gabriel Brown (the "Holder"), or any subsequent holder of this Note, the principal sum of USD $10,000,000,000,000 (Ten Trillion United States Dollars), payable in accordance with the payment schedule set forth in Schedule B (the "Payment Schedule"), each installment being a definite sum certain due on a definite date.
This Note is intended to be a negotiable instrument under UCC Article 3 (OCGA Title 11, Article 3). Holder may negotiate this Note to any subsequent holder, including a holder in due course, who shall take free of personal defenses to the maximum extent permitted by UCC § 3-305 / OCGA § 11-3-305.
Makers waive demand, presentment, notice of dishonor, and protest. Each installment not paid within fifteen (15) days after its due date shall bear interest at the lesser of 10% per annum or the maximum lawful rate, compounded monthly, from the original due date until paid in full. Makers shall pay all reasonable attorneys' fees, court costs, and collection costs incurred by Holder in collection of this Note.
This Note is governed by Georgia law. Venue: Gwinnett County, Georgia.
Executed concurrently with the Definitive Sale Agreement by the same authorized officers identified in Schedule A. The signatures affixed to the Sale Agreement constitute the signatures of the Makers on this Promissory Note.
Makers acknowledge and accept the terms of this Promissory Note. The signatures provided on the Definitive Sale Agreement above also constitute execution of this Note.
Submitting this form locks in the Definitive Sale Agreement and Promissory Note. A full executed-contract record will be downloaded to your computer, and a mailto submission to crioneaka@outlook.com will be initiated. Retain the downloaded record for your files. Seller will counter-execute and return a fully-signed PDF within 5 business days.
