EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made this 16th day of January 2018, by Ngen Technologies USA Corp. (“NUSA”), a Texas Corporation and NUSA’s wholly owned subsidiary, Ngen Technologies Korea, LTD (“NKOR”), whereby NUSA and NKOR and are referred to as the “Sellers” and Greenfield Farms Food, Inc., a Nevada Corporation ( "GRAS" or the “Buyer” ).

RECITALS:

WHEREAS, the Seller is in the business of research, design and manufacturing of proprietary 3D mobile display module for the smartphone and other telecom OEM’s. The 3D module once installed during the MCD or OLED manufacturing stage, allows the display of 3D content without the use of 3D glasses (the “NKOR Business”).

WHEREAS , the parties intend that the Buyer shall acquire from the Seller the above-identified NKOR Business and all Seller's rights, title and interest, in and to certain property and assets, of the NKOR Business, including, but not limited to, the proprietary technology, manufacturing know -how, customers, purchase orders and contracts, inventory, accounts receivable, fixed assets and will assume accounts payable and other liabilities as the parties may agree upon (the “Purchased Assets”).

NOW THEREFORE , for the reasons set forth, and in consideration of the mutual covenants and promises of the parties hereto, and intending to be legally bound, the Sellers and Buyer agree as follows:

NOW, THEREFORE, the parties agree as follows:

A. Purchased Assets . Subject to the provisions of this Agreement and the exhibits hereto, Buyer agrees to purchase, and Seller agrees to sell, all Seller's rights, title and interest, in and to the Purchased Assets, as listed in Exhibit A to this Agreement.

B. Books and Records . All data, records, files, manuals, and other documentation primarily or exclusively related to or necessary for the ownership, maintenance, use and/or exploitation of the Purchased Assets by the Sellers including: (i) material studies, reports, correspondence and other similar material documents and records primarily or exclusively related to the Purchased Assets, whether in electronic form or otherwise, (ii) client and customer lists, vendor lists, referral sources, research and development reports, production reports, operating guides and manuals, creative materials, advertising materials, promotional materials, studies, reports, and, subject to any Applicable Law, copies of all personnel records, (iii) all patent files, file histories, engineering documents and other technical correspondence reflecting, relating to or used in connection with the Purchased Assets.

C. Assumed Liabilities . Except for the liabilities listed in Exhibit B to this Agreement, the Buyer shall assume no liability of the Sellers. No other liabilities of any kind or nature will be assumed under this Agreement.

1

The purchase price for the NKOR Business is $7,000,000, to be paid in the form of the attached note (Exhibit C).

3.1. Sellers have all necessary power and authority to own, lease and operate the Purchased Assets and to operate the NKOR Business as now being conducted;

3.2. Sellers have the requisite power and authority to execute, deliver, and perform this Agreement, and when executed and delivered to Buyer will constitute a valid and binding obligation of Seller;

3.3. Neither the execution, delivery nor performance of this Agreement nor the consummation of the transactions contemplated hereby: (i) will conflict with, will result in a violation of any applicable law or judgment; (ii) will result in a breach of any assumed obligation; or (iii) will create any lien or encumbrance upon any of the Purchased Assets;

3.4. Sellers have good and marketable title to all Purchased Assets and none of the Purchased Assets is subject to any lien, encumbrance, claim, pledge, hypothecation, charge, mortgage, security interest, or restriction of any nature (collectively, the “Liens”);

3.5. There are no actions, suits, proceedings, orders or claims pending or threatened against Sellers, or pending or threatened by Seller against any third party which relate to, or in any way affect, the Purchased Assets or the operation of the NKOR Business;

3.6. Sellers have complied in all material respects with all applicable federal, state and local laws, rules, regulations, ordinances, codes, statutes, judgments, orders and decrees in connection with the ownership of the Purchased Assets and the operation of the NKOR Business and that neither the ownership nor the use of the Purchased Assets conflicts with the rights of any other person or entity;

3.7. Sellers have no contingent liabilities or other liabilities with respect the Purchased Assets.

3.8. The books and other records of the Seller relating to the NKOR Business are true, correct and complete in all material respects;

3.9. The Purchased Assets include all Purchased Assets used or useful in connection with the operation of the NKOR Business as currently operated;

2

3.10. Upon the consummation of the transactions contemplated hereby, Seller will transfer good and valid title to the Purchased Assets free and clear of any Liens;

3.11. The Purchased Assets will be fit for their intended purposes and be fully functional as represented prior to the Closing;

3.12. No brokers or other intermediaries were involved in the sale of the Purchased Assets and no fees or commissions are now outstanding.

3.13. No insolvency proceedings of any character, voluntary or involuntary, affecting the Purchased Assets are pending;

3.14. There are no existing agreements with, options or rights of, or commitments to any person, other than to Buyer, to acquire any of the Purchased Assets or any interest therein;

3.15. The sale of the Purchased Assets pursuant to this Agreement is made in exchange for fair and equivalent consideration. Seller is not now insolvent and will not be rendered insolvent by the sale, transfer and assignment of the Purchased Assets pursuant to the terms of this Agreement. Seller is not entering into this Agreement or any of the other agreements referenced in this Agreement with the intent to defraud, delay or hinder their respective creditors and the consummation of the transactions contemplated by this Agreement, and the other agreements referenced in this Agreement, will not have any such effect. The transactions contemplated in this Agreement or any agreements referenced in this Agreement will not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of Sellers to any of the Purchased Assets;

3.16. Sellers warrant that any information provided to Buyer is true and correct and is a fair and accurate presentation of the Purchased Assets and is unaware of any conditions that would adversely affect or substantial impair the Purchased Assets; and

3.17. There are no material omissions or untrue statements contained in this Agreement which are misleading.

4.1 Deliveries of the Sellers. The Sellers shall deliver to the Buyer at Closing:

(i) at the Closing, an executed copy of this Agreement;

(ii) Complete list of assets to be transferred;

(iii) resolutions of the board of directors of Sellers, authorizing the execution, delivery and performance of this Agreement, each certified by the secretary of Sellers as being complete and in full force and effect on the Effective Date.

(iv) such other agreements, documents, certificates, and instruments reasonably requested by the Buyer to be delivered to the Buyer at or prior to the Closing in connection with the Sellers’ obligations under the terms of this Agreement.

3

4.2 Deliveries of the Buyers. At the Closing, the Buyer shall deliver to the Sellers:

(i) at the Closing, an executed copy of this Agreement;

(ii) Promissory note in the amount of $7,000,000 (attached)

(iii) a certificate of good standing of Buyer issued within ten (10) calendar days of the Effective Date.

(iv) copies of resolution of the board of directors of Buyer, authorizing the execution, delivery and performance of this Agreement, certified by the secretary of Buyer, as being complete and in full force and effect on the Effective Date.

(v) such other agreements, documents, certificates, and instruments reasonably requested by the Seller to be delivered to the Seller at or prior to the Closing in connection with the Buyer’s obligations under the terms of this Agreement.

5.	Fees and Expenses . GRAS has and will bear and pay all respective fees and expenses incurred in connection with this Agreement, including, without limitation, accounting and legal, and consulting expenses.
6.	Publicity . The Buyer and Seller each agree that all news releases and other announcements, whether oral or written, to be made with respect to the transaction pursuant to this Agreement shall be approved to in writing by the other party prior to dissemination thereof; provided, however, either party may make any announcement required by applicable law so long as the party so required notifies the other party in writing promptly upon learning of such requirement and in good faith attempts to comply with this paragraph.
7.	Notices . Any notice required or permitted by this Agreement shall be in writing and effectively delivered for all purposes if delivered personally, by overnight delivery service or by United States mail, certified mail, postage prepaid, return receipt requested and:

4

All notices shall be deemed delivered upon receipt.

8.	Survival . The representations, warranties and covenants contained herein shall not survive the execution and delivery of this Agreement and Closing.
9.	Amendment and Modification . This Agreement may be amended, modified or supplemented only by written agreement of Buyer and Seller.
10.	Severability . Any provision of this Agreement that shall be prohibited or unenforceable shall be deemed ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.
11.	Entire Agreement . This Agreement, consisting of XX pages in total, including the Exhibits A, B and C sets forth all of the promises, covenants, agreements, conditions and undertakings between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and undertakings, inducements or conditions, express or implied, oral or written.
12.	Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.
13.	Counterparts . This Agreement may be executed in one or more counterparts all of which when taken together constitute one and the same instruments. A signed counterpart is as binding as an original.
14.	Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
15.	Pending Litigation . The Buyer and Seller each acknowledge the Complaint filed from plaintiffs Luke Zouvas and Noho, Inc.

5

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date and year first above written.

SELLER: Ngen Technologies USA Corp			BUYER: Greenfield Farms Food, Inc.
By:			By:	/s/ Jason Koo
	Clifford Rhee			Jason Koo
	Chief Executive Officer			Chief Executive Officer
SELLER:
Ngen Technologies Korea, LTD
By:	/s/ CW Park
	CW Park
	Chief Executive Officer

6

EXHIBIT A

PURCHASED ASSETS

Intellectual Property Assignment Agreement (attached)

Inventory

Accounts Receivable

All Contracts

7

EXHIBIT B

ASSUMED LIABILITIES

None

8

EXHIBIT C

Promissory Note

9

EXHIBIT 10.2

PROMISSORY NOTE

$7,000,000.00

January 16, 2018

1. FOR VALUE RECEIVED, Greenfield Farms Food, Inc., a Nevada corporation (“ Maker ”) promises to pay to Ngen Technologies USA Corp. a Texas corporation, (“ Payee ” or “ Holder ”), the principal sum of Seven Million Dollars ($7,000,000) (“ Principal ”). The unpaid Principal shall bear interest at the rate of five percent (5.0%) per year.

2. The Principal is due and payable on the five-year anniversary of the note (the “Maturity Date”) and interest on the Principal will be payable beginning on the 90 ^th day anniversary of the note and every 90 days thereafter. The interest payable every 90 days is $87,500, as long as the Principal amount remains unpaid.

3. Any payment made on this Note shall first be applied to the payment of accrued and unpaid interest, and the remaining portion of any such payment shall, be applied to reduce the Principal.

4. At its option, the holder of this Note may accelerate the payment due pursuant to this Note, making the unpaid balance of the Note (the total of the unpaid Principal and accrued interest) due immediately without presentment for payment and upon written notice to Maker, if any of the following (an “ Event of Default ”) occur:

(a) Maker fails to pay an amount owed pursuant to this Note within ten (10) days after written notice that such payment is past due.

(b) Maker:

(i) Becomes insolvent or offers settlement to any creditor;

(ii) Files a voluntary petition in bankruptcy, or has filed against it an involuntary petition in bankruptcy which is not dismissed within sixty (60) days;

(iii) Institutes any proceeding under any bankruptcy or insolvency laws relating to the relief of debtors;

(iv) Gives notice of any intended bulk sale or completes any bulk sale without providing for the full payment of this Note prior to or concurrently with the consummation of such bulk sale;

(v) Makes an assignment for the benefit of creditors;

(vi) Is dissolved; or

(vii) Merges into another entity and ceases to exist as a separate legal entity.

1

(c) Any writ of execution or attachment or any judgment lien is issued against the Maker and is not discharged or bonded against or released within 30 days after the issuance or attachment of such writ or lien.

(d) A receiver is appointed for Maker.

5. All payments under this Note shall be made in lawful currency of the United States at the address specified below for notices to the Payee or at another location designated by the holder of this Note.

6. This Note may be prepaid in full or in part, at any time, without penalty.

7. Maker waives diligence, presentment, protest and notice of protest, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment under it, may be extended and any security may be accepted, released or substituted by the holder of this Note from time to time without in any way affecting the liability of Maker.

8. Maker agrees to reimburse Payee (or any subsequent holder of this Note) for all costs of collection or enforcement of this Note, whether or not suit is filed (including, but not limited to, actual legal fees), incurred by Payee (or any subsequent holder of this Note).

9. MAKER, PAYEE AND ANY SUBSEQUENT HOLDER OF THIS NOTE HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING UNDER OR RELATED TO THIS NOTE. Any dispute arising under or related to this Note shall be resolved exclusively in State court in Dallas County, Texas. The parties hereby consent to such exclusive jurisdiction and venue and waive any objections thereto.

10. All notices, requests, demands, reports, statements and other communications to be made pursuant to this Note shall be in writing and shall be deemed to have been duly given on the date of service if served personally, on the party to whom notice is to be given, or on the day of actual receipt if mailed to the party to whom notice is to be given, by first class mail, registered or certified, return receipt requested, postage prepaid, and properly addressed as follows:

If to Maker:	Greenfield Farms Food, Inc.
	Attn: Mr. Edward Carter 5430 LBJ Freeway Suite 1200 Dallas, TX 75240
If to Payee:	Ngen Technologies USA Corp
	Attn: Clifford Rhee 5430 LBJ Freeway Suite 1200 Dallas, TX 75240

    

2

Any party may change its address for purposes of this Note by giving the other party written notice of the new address in the manner set forth above.

11. If one or more provisions of this Note are held to be void or unenforceable in whole or in part, the remaining provisions will continue in full force and effect.

12. Payee and any subsequent holder of this Note may assign this Note at its sole discretion.

13. This Note shall be governed by and construed in accordance with the laws of the State of Texas, regardless of any laws on choice of or conflicts of laws of any jurisdiction.

	MAKER:   GREENFIELD FARMS FOOD, INC., a Nevada corporation
	By:	/s/ Jason Koo
		Jason Koo
		Chief Executive Officer

3