Asset Purchase Agreement

Eleven Suggestive Action Group Hollywood California LLC

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of the date of execution by and between Eleven Suggestive Action Group Hollywood California LLC, a limited liability company organized under the laws of the State of California ("Seller"), and the undersigned individual or entity ("Buyer"), collectively the "Parties."

Article I — Recitals

WHEREAS, Seller is the lawful owner and original creator of the digital assets, intellectual property, and ancillary materials comprising the website located at the domain elevensuggestiveactiongrouphollywoodcaliforniallc.com (the "Site");

WHEREAS, the Site is, first and foremost, a singular original work of contemporary digital art and conceptual installation by the Creator (as defined herein), comprising interactive psychological assessment modules, agent simulation environments, perception architecture commentary, and real world commercial fulfillment integrations operating as a unified artistic statement on influence, manipulation, and the architecture of consumer digital experience;

WHEREAS, the Site has been conceived, designed, written, coded, and produced by the Creator as a piece of art installation intended to be exhibited, observed, and experienced by audiences both online and in physical gallery, museum, or institutional settings;

WHEREAS, Buyer wishes to acquire ownership of the Site and all associated assets, while acknowledging and preserving the Creator's perpetual moral and exhibition rights in the Work, in exchange for the consideration specified herein;

WHEREAS, Seller agrees to deliver the Site, transfer ownership of the underlying digital and physical assets, and provide hardware and hosting accommodations as described in Schedules A, B, and C attached hereto, while expressly retaining certain rights of authorship, exhibition, and attribution in perpetuity;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows.

Article II — Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

Article III — Purchase Price

3.1 Total Consideration. The total purchase price for the Site and all associated assets and services described herein shall be One Hundred Three Thousand Two Hundred Seventy One United States Dollars ($103,271.00 USD), payable upon execution of this Agreement.

3.2 Payment Methods. Buyer may remit payment via wire transfer, certified check, Bitcoin (₿), Solana (◎), or the $PPC fair launch token. Cryptocurrency payments shall be calculated at the spot rate at the moment of execution, with a fifteen (15) minute price lock window.

3.3 Non Refundable. All payments are final and non refundable. Buyer acknowledges that the Site is sold as a unique conceptual artifact and that no replacement, substitution, or refund shall be available under any circumstance.

3.4 Allocation. The Parties agree to allocate the purchase price as follows: ninety nine percent (99%) to the digital and intellectual property assets, and one percent (1%) to the physical Display Unit, for the avoidance of any tax structuring ambiguity.

3.5 Currency Risk. Buyer assumes all currency conversion risk in cryptocurrency transactions. Seller shall not be liable for any fluctuation in token value occurring after payment confirmation.

3.6 Significance of Price. The price of $103,271.00 has been selected by Seller for personal aesthetic reasons and bears no relationship to fair market value, replacement cost, or any rational valuation methodology. Buyer acknowledges this and proceeds at their own discretion.

Article IV — Asset Transfer

4.1 Domain Transfer. Within fourteen (14) calendar days of receipt of full payment, Seller shall initiate transfer of the domain registration elevensuggestiveactiongrouphollywoodcaliforniallc.com to Buyer's designated registrar account. Domain authorization codes shall be provided via encrypted communication.

4.2 Source Code. Seller shall deliver the complete source code of the Site, including all HTML, CSS, JavaScript, server side proxy code, and any associated configuration files, via secure repository transfer. Documentation shall be provided "as is" with no warranty of completeness.

4.3 Hosted Media. All embedded images, generated visualizations, and procedurally rendered content shall transfer with the Site. Buyer assumes responsibility for any third party licensing implications including but not limited to image rights, font licenses, and meme cultural attribution.

4.4 Cryptocurrency Wallet Addresses. Seller retains the right to redirect cryptocurrency wallet addresses associated with the Pepe's Pizza ordering subsystem to Seller's continuing business operations. Buyer acknowledges this carve out and shall not assert claim to incoming pizza orders.

4.5 Email Notifications. The order notification email destination shall be transitioned to Buyer's designated email address, provided Buyer agrees to fulfill any pending pizza orders received during the transition period.

4.6 Conceptual Continuity. Buyer agrees that, upon transfer, the Site shall continue to operate as a piece of conceptual art and shall not be substantially altered to remove its original character. Acceptable modifications include adding Buyer's name to the footer, adjusting prices in the menu sections, and changing the contact phone number.

4.7 Acknowledgment of the Work as Art. Buyer expressly acknowledges and agrees that the Site is an original work of digital and conceptual art created by the Creator, and that the purchase under this Agreement transfers ownership of the underlying assets without extinguishing the Creator's authorship of the Work itself. Buyer is purchasing a piece of art and is acquiring it as an art collector or institutional patron, regardless of how Buyer chooses to subsequently characterize the asset.

4.8 Attribution. The Site shall, at all times during and after the transfer, prominently identify the Creator as the original author of the Work in a manner consistent with the original published version. Removal, obscuration, or substitution of the Creator's attribution shall constitute a material breach of this Agreement.

Article V — Hardware Delivery

5.1 Display Unit Specifications. Seller shall procure and deliver to Buyer one (1) wall mounted, touch enabled, flat panel digital display unit with the following minimum specifications:

• Diagonal screen size: forty three inches (43") to fifty five inches (55"), inclusive
• Resolution: 4K Ultra HD (3840 x 2160) at sixty (60) hertz
• Touch capability: minimum ten point capacitive multi touch
• Operating system: capable of displaying a full screen web browser pointed to the Site
• Mounting: VESA compatible, with included wall mounting hardware
• Connectivity: Wi-Fi 6 or Ethernet, with backup cellular module optional at Buyer's expense
• Power: standard 110 to 240 volt AC input with appropriate regional plug

5.2 Delivery Window. Hardware shall be delivered within forty five (45) calendar days of payment confirmation, subject to Force Majeure and global supply chain conditions.

5.3 Delivery Address. Buyer shall provide a deliverable address within the contiguous United States. International delivery may be arranged at additional cost to be negotiated separately.

5.4 Installation. Installation is not included. Buyer is responsible for engaging a licensed contractor for wall mounting and electrical setup. Seller shall provide a written installation guide upon request.

5.5 Warranty. Hardware shall carry the manufacturer's standard limited warranty, transferable to Buyer upon delivery. Seller makes no additional warranty regarding the Display Unit.

Article VI — Hosting Term

6.1 Term. Seller shall maintain continuous hosting of the Site at the original domain for a period of one hundred (100) years from the Effective Date (the "Hosting Term").

6.2 Hosting Standards. During the Hosting Term, the Site shall be maintained on infrastructure providing at minimum:

• Ninety five percent (95%) annual uptime, calculated on a rolling twelve (12) month basis
• Valid TLS/SSL certificate, automatically renewed
• Reasonable defense against routine cyber attacks of the era
• Periodic data backup to a geographically separate location
• DNS resolution and domain registration renewal as required by registrar policy

6.3 Successor Provisions. In the event of Seller's dissolution, bankruptcy, or otherwise ceasing operations, Seller shall designate a successor entity, custodian, or trust to continue the Hosting Term. Buyer acknowledges that the persistence of any digital service across a one hundred year horizon is subject to material technological, geopolitical, and existential risk.

6.4 Force Majeure Affecting Hosting. Seller shall not be liable for hosting interruptions caused by events including but not limited to: cessation of the public internet, dissolution of ICANN, the heat death of the universe, or extraterrestrial intervention.

6.5 Migration Rights. Buyer may, at any time during the Hosting Term, elect to migrate the Site to infrastructure under Buyer's direct control. Such migration shall not extend or modify the Hosting Term.

6.6 Hosting Cost. All hosting, domain, certificate, and infrastructure costs during the Hosting Term shall be borne exclusively by Seller and are included in the purchase price.

Article VII — Representations

7.1 Seller's Representations. Seller represents and warrants the following:

1. Seller has full legal authority to enter into this Agreement and convey the Site.
2. Seller is the lawful owner of the domain registration and source code as of the Effective Date.
3. To Seller's knowledge, the Site does not infringe any third party intellectual property except where such infringement constitutes legitimate parody, fair use, or accepted internet meme cultural practice.
4. The Site has not been used to actually conduct psychological operations against any specific identifiable individual or group, regardless of the rhetoric employed in its design.
5. The pizza ordering subsystem will result in actual pizza being delivered if and when an order is fulfilled by Seller, subject to Buyer holding Seller harmless for the actual physical pizza.

7.2 Buyer's Representations. Buyer represents and warrants the following:

1. Buyer has the financial capacity to remit the purchase price in full.
2. Buyer has read, understood, and accepted the conceptual nature of the asset being acquired, including its commentary on perception management, influence operations, and the manufactured reality of consumer interfaces.
3. Buyer is acquiring the Site for personal, artistic, or investment purposes, and not for the purpose of conducting unlawful activity.
4. Buyer is at least eighteen (18) years of age and is acting on Buyer's own behalf or with proper authority on behalf of an entity.
5. Buyer acknowledges that the Site contains content that may be considered satirical, provocative, or unconventional, and Buyer accepts the Site in its current form.

Article VIII — Warranties

8.1 AS IS Sale. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SITE AND ALL ASSOCIATED ASSETS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." SELLER MAKES NO WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT.

8.2 No Performance Guarantee. Seller does not warrant that the Site will achieve any particular level of public attention, generate revenue, increase in value, or deliver any specific number of pizza orders.

8.3 Conceptual Integrity Warranty. Seller warrants that the Site, at the time of transfer, embodies the conceptual integrity described in Schedule A, including all interactive game modules, the Infinite Room agent simulation, the Pepe's Pizza Anonymous ordering system, and the embedded PSYOP doctrinal references.

8.4 Browser Compatibility. Seller warrants that the Site renders correctly on Tor Onion Browser version 9.2 or later, as indicated in the Site footer. Seller makes no warranty regarding rendering on other browsers, although the Site has been tested on commonly available alternatives as of the Effective Date.

8.5 Cryptocurrency Wallet Warranty. Seller warrants that the cryptocurrency wallet addresses displayed on the Site are valid receiving addresses on their respective blockchains as of the Effective Date. Seller does not warrant that any specific number of pizzas will be ordered through such addresses.

8.6 $PPC Token Warranty. Seller makes no warranty regarding the future market performance, regulatory status, or continued existence of the $PPC fair launch token. Buyer acknowledges that fair launch tokens on pump.fun are speculative instruments subject to extreme volatility.

8.7 Limitation of Liability. IN NO EVENT SHALL SELLER'S LIABILITY UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE PAID BY BUYER. SELLER SHALL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

Article IX — Indemnification

9.1 Buyer's Indemnification. Buyer agrees to indemnify, defend, and hold harmless Seller, its officers, directors, employees, agents, and Chef Pepe (the fictional mascot) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

1. Buyer's use, modification, or operation of the Site after transfer;
2. Any pizza orders placed through the Site that result in actual or alleged disputes between recipients and senders;
3. Any claims that the Site constitutes actual psychological operations against a specific party;
4. Any claims related to the $PPC token, its market performance, or representations made by Buyer to third parties regarding the token;
5. Any modifications Buyer makes to the Site that introduce defects, vulnerabilities, or unlawful content.

9.2 Seller's Indemnification. Seller agrees to indemnify Buyer for any claim that the Site, in its form as of the Effective Date, infringes a third party's registered intellectual property rights. This indemnification shall not apply to:

1. Claims arising from internet meme imagery, including but not limited to Pepe the Frog in any of its forms, which Seller asserts constitutes legitimate cultural commentary;
2. Claims based on satirical references to corporate brands employed in the Infinite Room theme selector (IKEA, McDonald's, MAGA campaign aesthetics);
3. Claims arising from the use of declassified United States government documents or doctrine reproduced in The Room module.

9.3 Cooperation. Each Party shall cooperate reasonably with the other in the defense of any indemnified claim, including providing access to relevant documents and personnel.

Article X — Termination

10.1 Termination Events. This Agreement may be terminated only by mutual written consent of both Parties. There is no unilateral right of termination.

10.2 Survival. The following provisions shall survive termination of this Agreement: representations and warranties, indemnification obligations, limitation of liability, governing law, and the Hosting Term obligation, which survives in perpetuity for the full one hundred (100) year period regardless of any other termination.

10.3 Reversion. In the event of mutually agreed termination, all transferred assets shall revert to Seller, the Display Unit shall be returned at Buyer's expense in substantially the same condition as delivered (normal wear and tear excepted), and a refund shall be issued less a fifteen percent (15%) restocking and conceptual disturbance fee.

Article XI — Miscellaneous

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

11.2 Dispute Resolution. Any dispute arising under this Agreement shall first be subject to good faith negotiation between the Parties for a period of thirty (30) days. If unresolved, the dispute shall proceed to binding arbitration in Los Angeles County, California, under the rules of the American Arbitration Association.

11.3 Entire Agreement. This Agreement, together with the attached Schedules, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements.

11.4 Amendment. This Agreement may be amended only by written instrument signed by both Parties.

11.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.6 Counterparts and Electronic Signature. This Agreement may be executed in counterparts, including via DocuSign or equivalent electronic signature platforms, each of which shall constitute an original.

11.7 Notices. All notices shall be sent to the addresses set forth in Schedule C, by certified mail, electronic mail, or such other reliable means as the Parties may designate.

Article XII — Reserved Rights of the Creator

12.1 Reservation of Moral Rights. Notwithstanding any other provision of this Agreement, the Creator reserves and retains, in perpetuity, all moral rights in the Work, including without limitation the right of attribution, the right of integrity, and the right to be identified as the original author of the Work in any context where the Work is reproduced, displayed, exhibited, or referenced.

12.2 Perpetual Exhibition License. The Creator retains a perpetual, irrevocable, royalty free, worldwide license to display, present, exhibit, demonstrate, reproduce, document, photograph, video record, and discuss the Work in any Exhibition context, including but not limited to:

1. Solo and group art exhibitions in galleries, museums, art fairs, biennials, and triennials;
2. Academic and educational presentations including lectures, panels, conferences, and university coursework;
3. Artist portfolio websites, retrospective archives, and digital art collections;
4. Print and online publications including artist monographs, exhibition catalogs, journalism, and criticism;
5. Documentary film, video, podcast, and broadcast media discussing the Work or the Creator's broader practice;
6. Festival screenings, residency presentations, and cultural programming.

12.3 Non Commercial Constraint on Exhibition. The Creator's exhibition rights under Section 12.2 are exercised on a Non Commercial basis. The Creator shall not derive net profit from any Exhibition of the Work. Customary artist honoraria, exhibition fees, travel reimbursements, production budgets, and gallery commissions paid to galleries (and not retained by the Creator as profit) shall not constitute a violation of this Non Commercial requirement.

12.4 Buyer Cooperation in Exhibitions. Buyer agrees to reasonably cooperate with the Creator in the realization of Exhibitions of the Work. Such cooperation may include, where reasonable: temporary loan of the Display Unit for exhibition installation, permission for institutional photography of the installed Work, and inclusion of biographical and contextual information about the Buyer as patron, if Buyer so consents. Buyer's cooperation shall not require Buyer to incur material expense.

12.5 Concurrent Ownership and Exhibition. Buyer expressly acknowledges that during Buyer's period of ownership of the Site, the Creator may continue to display, document, and exhibit the Work in any and all Non Commercial contexts. Such Exhibitions shall not be deemed to diminish, encumber, or impair Buyer's ownership of the underlying assets, and Buyer shall make no claim that the Creator's continued exhibition activity constitutes a breach of this Agreement, an impairment of Buyer's rights, or a basis for compensation.

12.6 Modifications and the Original Work. If Buyer modifies the Site after transfer, the Creator's exhibition rights shall extend to the original, unmodified Work as it existed on the Effective Date. The Creator may exhibit, document, and present the original version of the Work in perpetuity, regardless of subsequent alteration by Buyer.

12.7 Reproduction Rights for Documentation. The Creator may reproduce screenshots, screen recordings, source code excerpts, and other documentation of the Work for archival, educational, journalistic, and exhibition purposes. Such reproductions are considered fair use of the Creator's authorship rights and are not subject to Buyer's approval.

12.8 Sale to Institutions. If Buyer subsequently transfers the Site to a third party, including but not limited to a museum, foundation, private collector, or corporate buyer, the rights reserved by the Creator under this Article XII shall survive and remain binding on all successor owners in perpetuity. Buyer shall include this Article XII in any subsequent transfer agreement.

12.9 Authentication. The Creator retains the sole right to authenticate the Work and to issue certificates of authenticity. The Creator may, but is not obligated to, issue a signed certificate of authenticity to Buyer upon execution of this Agreement.

12.10 Damage to the Work. Should the Work suffer damage, decay, hardware failure, or partial loss while in Buyer's possession, the Creator shall have the right (but not the obligation) to participate in restoration, advise on conservation, or, if the Work is rendered unfit for exhibition, to declare the affected version permanently retired.

Schedule A — Domain and Digital Assets

Schedule B — Display Unit Specifications

The Display Unit to be delivered shall consist of one (1) commercial grade interactive flat panel display meeting or exceeding the following specifications:

Final selection of model is at Seller's discretion based on availability at time of fulfillment. Substitutions of equivalent or greater specification are permitted without notice.

Pre Configuration

The Display Unit shall arrive pre configured to display the Site in full screen kiosk mode upon power on. A physical bezel mounted button or hardware reset procedure shall allow the operator to exit kiosk mode if desired.

Software License

Any operating system or kiosk management software pre installed on the Display Unit shall be properly licensed at Seller's expense. Buyer is responsible for any subscription renewals occurring after the first twelve (12) months.

Title and Risk of Loss

Title and risk of loss for the Display Unit shall transfer to Buyer upon delivery confirmation by the carrier. Insurance during transit is at Seller's expense.

Schedule C — Notices and Contacts

Seller Contact Information

Eleven Suggestive Action Group Hollywood California LLC
Hollywood, California, USA
Email: hello@elevensag.com
Phone: 555-555-5555
Domain: elevensuggestiveactiongrouphollywoodcaliforniallc.com

Buyer Contact Information

To be completed at signature. Buyer's name, address, and email shall be captured by the DocuSign platform and incorporated by reference upon execution.

Designated Display Unit Delivery Address

Buyer shall provide a deliverable street address for the Display Unit no later than seven (7) days following execution. PO boxes and freight forwarders are not acceptable.

Acceptance and Effective Date

This Agreement becomes binding upon the affixing of all required signatures in Schedule C. The Effective Date shall be the latest date appearing in any signature block. Subsequent modifications to this Agreement shall require additional signatures of equivalent formality.

Signature Block

The undersigned, having read and understood the foregoing Agreement, hereby execute the same as of the dates set forth below.