Closing_statement_merged_with_redactions.pdf

CLOSING STATEMENT / FLOW OF FUNDS

The Seller: Foreign Language Service Corp.

The Purchaser: A Foreign Language Solution LLC

The Shareholder: Kajia Wen Peters

Transaction: Acquisition of substantially all of the assets of the Seller, pursuant to that certain Asset Purchase Agreement dated as of the date hereof

(the “Agreement”), by and among the Seller, the Purchaser and the

Shareholder. Each capitalized term used herein but not defined has the meaning ascribed thereto in the Agreement.

Closing Date: January 19, 2024

I. PURCHASE PRICE:

Purchase Price $1,380,000

II. CALCULATION OF TOTAL AMOUNT TO BE PAID TO THE SELLER AT

CLOSING:

Purchase Price (from Section I above) $1,380,000

Less the Holdback Amount

Less the Note Amount

Less the Net Working Capital

($400,000)

($180,000)

($55,000)

Less the Deposit held by Aria Business Brokers ($138,000)

Plus the Prepayment Amount 3,540.43

Total balance of the Purchase Price to be paid to the Seller at Closing

$610,540.43

III. WIRE TO SELLER (FROM SECTION II ABOVE):

Bank Name:

Account #:

ABA #:

Further Credit to

Beneficiary Name:

Beneficiary Address:

Wells Fargo

2914470295

121000248

Kajia Wen Peters

344 West Leah Avenue

Gilbert, AZ 85233

$610,540.43

IV. AGREEMENTS OF THE PARTIES:

(a) All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

(b) The Parties acknowledge and agree that the balance of the Purchase Price to be paid to the Seller at Closing shall be paid on behalf of the Purchaser by Alexandr

DocuSign Envelope ID: 558043CC-AB6B-4EB2-BE22-08EE699E3ECA craybatesedu@gmail.com Highlight craybatesedu@gmail.com Highlight craybatesedu@gmail.com Highlight craybatesedu@gmail.com Highlight craybatesedu@gmail.com Highlight craybatesedu@gmail.com Highlight craybatesedu@gmail.com Highlight craybatesedu@gmail.com Highlight craybatesedu@gmail.com Highlight craybatesedu@gmail.com Highlight craybatesedu@gmail.com Highlight

Leshchinskiy the sole member of the Purchaser and shall be paid to the bank account of the Seller’s Shareholder.

(c) The Parties hereto each agree and acknowledge that they have each reviewed and approved the adjustments and disbursements shown herein and that the contents of this Closing Statement represent the true, accurate and complete transfer and disbursement of funds to be made on the Closing Date. The Parties agree to cooperate in correcting any error on this Closing Statement. Further, the Parties agree that any adjustments to any of the amounts shown herein that are required under the Agreement shall be made in accordance with the terms and conditions of the Agreement.

(d) This Closing Statement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e) This Closing Statement shall survive the Closing for all purposes whatsoever.

IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals as of the Closing

Date written above.

THE SELLER Foreign Language Service Corp.

By: _____________________ (signature)

Name: Kajia Wen Peters

Title: CEO

Address for Notifications:

40 W Baseline Rd #204

Mesa, AZ 85210

Email: kajia@400languages.com

THE SHAREHOLDER _____________________ (signature)

Name: Kajia Wen Peters, individually

Address for Notifications:

344 West Leah Avenue

THE PURCHASER A Foreign Language Solution LLC

By: _____________________ (signature)

DocuSign Envelope ID: 558043CC-AB6B-4EB2-BE22-08EE699E3ECA mailto:kajia@400languages.com

Name: Alexandr Leshchinskiy

Title: CEO

Address for Notifications:

1846 E. Innovation Park Dr. STE 100

Oro Valley, Arizona 85755

Email: al@effectiff.com

DocuSign Envelope ID: 558043CC-AB6B-4EB2-BE22-08EE699E3ECA mailto:al@effectiff.com

BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS that Foreign Language Service Corp., an

Arizona corporation (the “Seller”), for good and valuable consideration, effective as of the

Closing, hereby sells, transfers, assigns, conveys, grants, delivers, alienates and sets over to A

Foreign Language Solution LLC, an Arizona limited liability company (the “Purchaser”), and its successors and assigns, forever, all of the Seller’s legal, beneficial and other right, title and interest in and to the Purchased Assets as contemplated by and pursuant to that certain Asset Purchase

Agreement, dated as of January 8, 2024 (the “Agreement”; capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement), by and among the

Seller, the Purchaser, and the other Parties thereto, free and clear of all Encumbrances, to have and to hold the same, for its or their use forever.

The Seller agrees that it will, at any time and from time to time from the date hereof, upon the request of the Purchaser (or any successor or assignee thereof), do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged or delivered, all such further acts, deeds, assignments, transfers, conveyances and assurances as may be reasonably required for the better selling, transferring, assigning, conveying, granting, delivering, alienating, setting over to, assuring or confirming to the Purchaser (or any successor or assignee thereof), or for aiding in assigning and reducing to the possession of the Purchaser (or any successor or assignee thereof), title to and possession of any and all of the Purchased Assets sold, transferred, assigned, conveyed, granted, delivered, alienated or set over hereby, or intended so to be.

The Seller hereby constitutes and appoints the Purchaser as its true and lawful agent and attorney in fact, with full power of substitution and re-substitution, in whole or in part, in the name and stead of Seller, but on behalf and for the benefit of the Purchaser and its successors and assigns, from time to time:

(a) to demand, receive and collect any and all of the Purchased Assets and to give receipts and releases for and with respect to the same, or any part thereof;

(b) to institute and prosecute, in the name of the Seller or otherwise, any and all proceedings at law, in equity or otherwise, that the Purchaser or its respective successors and assigns may deem proper in order to collect or reduce to possession any of the Purchased Assets and in order to collect or enforce any claim or right of any kind hereby sold, assigned transferred, conveyed, granted, delivered, alienated, or set over or intended so to be; and

(c) to do all things legally permissible, required or reasonably deemed by the Purchaser to be required to recover and collect the Purchased Assets and to use the Seller’s name in such manner as the Purchaser may reasonably deem necessary for the collection and recovery of same.

The Seller hereby declares that the foregoing powers are coupled with an interest and are and shall be irrevocable by the Seller.

The Seller acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Agreement shall not be superseded hereby, but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Agreement and the terms hereof, the terms of the

Agreement shall govern.

IN WITNESS WHEREOF, the Seller has caused this instrument to be executed by its duly authorized corporate representative on January 19, 2024.

THE SELLER Foreign Language Service Corp.

Name: Kajia Wen Peters

Title: CEO

Address for Notifications:

40 W Baseline Rd #204

Mesa, AZ 85210

Email: kajia@400languages.com

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT (this “Agreement”), dated as of January

19, 2024 (this “Agreement”), is entered into by and among (i) Foreign Language Service Corp., an Arizona corporation (the “Seller”), (ii) Kajia Wen Peters, an individual resident of the State of

Arizona (the “Shareholder”), and (iii) A Foreign Language Solution LLC, an Arizona limited liability company (the “Purchaser”). The Shareholder and the Seller collectively, “Covenantor(s)”).

WITNESSETH:

WHEREAS, the Seller is engaged in the business of language services in the State of

Arizona (the “Business”);

WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of January 8, 2024 (the “Purchase Agreement”), among the Purchaser, the Seller and certain other Parties named therein, the Purchaser is acquiring at the Closing substantially all of the assets of the Seller used in connection with the Business (the “Acquisition”);

WHEREAS, pursuant to Sections 3.9 and 7.1(f) of the Purchase Agreement, the

Covenantors are executing this Agreement as a condition to the Purchaser consummating the

Acquisition;

WHEREAS, this Agreement is ancillary to and an integral part of the Purchase Agreement and the transactions contemplated therein; and

WHEREAS, all capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement.

NOW, THEREFORE, in consideration of the execution, delivery and performance of the

Purchase Agreement, the mutual covenants and agreements of the Parties herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Parties agree as follows:

1. Recitals. The foregoing recitals are hereby incorporated into this Agreement for all purposes.

2. Definitions. For the purposes of this Agreement, the following definitions shall apply:

(a) “Competing Business” means any Person engaged in a business that is substantially similar to or the same as the Business, and only that portion of the business that is in competition with the Business.

(b) “Confidential Information” means information (other than information that is a Trade Secret) of the Business, the Seller, the Purchaser or any of their respective Affiliates that is not generally known or available to the public or competitors in the trade.

(c) “Non-Competition Period” means five (5) years from and after the Closing

Date.

(d) “Territory” means the State of Arizona, within an area One Hundred and

Fifty (150) miles of the City of Mesa, which the Parties acknowledge includes only geographical locations in which the Seller conducted the Business as of the Closing Date or within the twelve

(12) months preceding the Closing Date.

(e) “Trade Secrets” means information not generally known about the

Business or the Seller, the Purchaser or any of their respective Affiliates that (i) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality and from which the Seller, the Purchaser or any of their respective Affiliates derives or may derive economic value from the fact that the information is not generally known to other Persons who can obtain economic value from its disclosure or use or (ii) is treated as a trade secret under applicable law. Trade Secrets include, but are not limited to, technical or non-technical data, compilations, programs and methods, techniques, drawings, processes, financial data, research, pricing, information as to sales representatives and suppliers, lists of or information regarding actual customers or potential customers, customer route books, cards or lists containing the names, addresses, buying habits or business locations of past, present or prospective customers, sales reports, service reports, price lists, product formulae or methods and procedures relating to services.

3. Covenants of the Covenantors. The covenants in this Section 3 are a material inducement to the Purchaser to consummate the Acquisition, and the amounts payable to the

Covenantor(s) under the Purchase Agreement are in partial consideration for the covenants in this

Section 3. The Parties acknowledge and agree that the covenants contained herein are designed to protect the legitimate business interests of the Purchaser and its Affiliates in the assets being acquired, particularly the Trade Secrets, Confidential Information, substantial customer relationships, goodwill and specialized training of the Covenantor(s) as developed over time and at substantial expense. The Parties moreover acknowledge and agree that the covenants contained herein are being made because the business connections, customers, products, techniques, goodwill and other aspects of the Business are maintained at great expense, are long standing, are of great value to the Purchaser and its Affiliates and provide them with a substantial competitive advantage. The Parties also acknowledge and agree that (i) the types and periods of restriction imposed in this Section 3 are fair and reasonable and are required in order to protect and maintain the Trade Secrets, Confidential Information and the other proprietary interests of the Seller, the

Purchaser and their respective Affiliates, other legitimate business interests of the Purchaser and its Affiliates, and goodwill associated with the Business, and (ii) the time, scope, geographic area, and other provisions of this Section 3 have been specifically negotiated by sophisticated commercial Parties, represented by legal counsel, and are integral parts of the transactions contemplated by the Purchase Agreement.

(a) Nondisclosure of Trade Secrets and Confidential Information.

(i) The Parties agree that operation of the Business encompasses substantially all of the Territory and that the Business enjoys a valuable and extensive trade of its products and services. The Seller, its employees and/or Shareholder have been, and may continue to be, entrusted with the knowledge and possession of Trade Secrets and Confidential Information.

The Parties agree that by virtue of the Seller’s, its employees’ and/or Shareholder’s knowledge of the Business, the Purchaser and its Affiliates may suffer material loss and irreparable injury if the

Covenantor(s) were to disclose or use Trade Secrets or Confidential Information in contravention of this Agreement.

(ii) The Covenantor(s) shall (and shall cause each of its Affiliates to) keep strictly confidential and shall not (and shall cause each of its Affiliates not to), directly or indirectly, at any time communicate or disclose to any Person other than Purchaser or its Affiliates, or use for its benefit or for the benefit of any Person other than Purchaser or its Affiliates, any

Trade Secrets or Confidential Information; provided, however, that the Covenantor(s) may disclose such information (A) that is generally known to the public or known by or available to competitors in the trade (other than by virtue of any disclosure by the Covenantor(s) in violation of this

Agreement, by any other shareholder or former shareholder of the Seller in violation of such

Person’s Non-Competition Agreement or by any current or former Affiliate of the Seller), (B) as may be required to enforce rights of the Covenantor(s) under the Purchase Agreement or any agreement entered into in connection therewith, (C) as may be required in response to any summons or subpoena or in connection with any litigation, or any administrative or other legal proceeding, or (D) as may be required in order to comply with any law, order, regulation or ruling applicable to the Covenantor(s) or the Purchaser; and provided further that the Covenantor(s) shall give the Purchaser reasonable prior notice of any disclosure under the immediately preceding clauses (B), (C) or (D) in order to permit the Purchaser or its Affiliates reasonable opportunity to seek an appropriate protective order.

(iii) For the purposes of this Agreement, the obligations of the

Covenantor(s) relating to Confidential Information only shall end at the expiration of the Non-

Competition Period, and the obligations of the Covenantor(s) relating to Trade Secrets shall end upon the later of (x) the date on which such information loses its character as a Trade Secret through no fault or action of the Covenantor(s) (or any Affiliate of the Covenantor(s) or the

Shareholder or any current or former shareholder of the Covenantor(s) or any such Affiliate of the

Covenantor(s)) or (y) the expiration of the Non-Competition Period.

(iv) The Covenantor(s) agrees not to, directly or indirectly, either during the Non-Competition Period or thereafter, publish or communicate (including, without limitation, in any public forum) any defamatory or disparaging remarks, comments or statements concerning the Business or the Purchaser or its Affiliates or any employees, officers, directors, personnel, customers or suppliers of any of the foregoing.

(b) Non-Competition. The Covenantor(s) covenants and agrees that the

Covenantor(s) shall not (and shall cause each of its Affiliates not to), during the Non-Competition

Period, either directly or indirectly, within the Territory (i) provide or perform services for the benefit of, manage, operate, or in any way participate in, a Competing Business, either on its own behalf or on behalf of any other Person, and regardless of whether in the capacity of an employee, agent, consultant or independent contractor, paid or otherwise, or (ii) have a financial interest in, own or control any Competing Business, whether as a shareholder, owner, partner, proprietor, lender or otherwise; provided, however, that the Covenantor(s) and its Affiliates, collectively, may own not more than a five percent (5%) interest in any publicly traded company that is a Competing

Business. The Covenantor(s) acknowledges that during the twelve (12) month period immediately prior to the Acquisition, the Business serviced customers within the Territory.

(c) Non-Solicitation of Customers and Suppliers. The Covenantor(s) covenants and agrees that the Covenantor(s) shall not (and shall cause each of its Affiliates not to), during the Non-Competition Period, either directly or indirectly, in the service or on behalf of a

Competing Business, solicit or attempt to divert (i) the sales of any customer to which the

Covenantor(s) or, to the extent such sales were attributable to the Business, any Affiliate of the

Covenantor(s) sold or provided any products or services, or (ii) the services of any supplier, vendor or service provider from which the Covenantor(s) received any products or services, in either case, at any time within the twenty-four (24) month period prior to the Closing Date.

(d) Non-Solicitation of Employees. The Covenantor(s) covenants and agrees that the Covenantor(s) shall not (and shall cause each of its Affiliates not to), during the Non-

Competition Period, either directly or indirectly, hire, solicit, divert or recruit any Person employed by the Covenantor(s), Purchaser or any of their respective Affiliates within six (6) months prior to such hire, solicitation, diversion or recruitment to (in the case of solicitation, diversion or recruitment) leave such employment, whether or not such employment is pursuant to a written contract or at will, to join a Competing Business.

4. Reformation by Court. In the event any court of competent jurisdiction should determine that any of the terms of this Agreement are unreasonable or unenforceable in scope or duration, the Parties consent to the exercise by such court of its equitable jurisdiction to reform such terms in accordance with applicable law.

5. Severability. Each subsection of Section 3 hereof is severable, and if any one of such provisions shall be reformed or declared unenforceable, such reformation or declaration shall not affect the enforceability or validity of any other provisions thereof. Each provision thereof shall be enforceable by the Purchaser, its Affiliates or any successor or assignee of any of the foregoing against the Covenantor(s) notwithstanding any claim or cause of action asserted by the

Covenantor(s) against the Purchaser, its Affiliates or any successor or assignee of any of the foregoing. The existence of any claim, demand, action or cause of action of the Covenantor(s) against the Purchaser, its Affiliates or any successor or assignee of any of the foregoing shall not constitute a defense to the enforcement by the Purchaser of any of the covenants contained herein.

6. Remedies.

(a) Injunctive Relief. The Parties expressly recognize that the subject matter of this Agreement is unique, and that any breach of the Covenantors’ obligations under this

Agreement may result in irreparable injury to the Purchaser and its Affiliates that cannot be adequately or solely measured or compensated by the rules of law and legal remedies. Therefore, in the event of a breach of this Agreement by the Covenantor(s), the Purchaser shall be entitled to obtain specific performance of this Agreement through injunctive relief and such ancillary remedies of an equitable nature as a court may deem appropriate, without the necessity of proving

“irreparable harm” or securing or posting any bond. Such equitable relief shall be in addition to, and the availability of such equitable relief shall not serve to preclude, any legal remedies that might be available to the Purchaser or any of its Affiliates.

(b) Tolling of Covenants upon Breach. In addition to any other form of equitable or legal relief, in the event that the Covenantor(s) breaches any of the covenants set forth in Section 3 above, then the Non-Competition Period shall be tolled and automatically extended for the period of the breach so that the benefit of the bargain negotiated by the Purchaser may be preserved.

7. Governing Law. This Agreement shall be governed by the law of the same state as described in the Asset Purchase Agreement.

8. Modification. This Agreement, together with the Purchase Agreement, contains the entire agreement of the Parties with respect to the subject matter hereof, and this Agreement may be amended or superseded only by an agreement in writing signed by the Parties hereto. No action or course of conduct shall constitute a waiver of any of the terms and conditions hereof, unless such waiver is specified in writing, and then only to the extent so specified.

9. Benefit; Assignment. This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by the Parties and their respective successors and permitted assigns.

This Agreement shall not be assignable by the Covenantor(s), but may be assigned in whole or in part by Purchaser and any successor to, or assignee of, Purchaser may enforce the provisions of this Agreement.

10. Headings; Interpretation. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this

Agreement. Should any provision of this Agreement require a judicial interpretation, it is agreed that the judicial body interpreting or construing this Agreement shall not apply the assumption that the terms of this Agreement shall be more strictly construed against one party by reason of the rule of legal construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared the agreement. The Parties acknowledge and agree that they and their agents have each had the opportunity to participate equally in the negotiations and preparation of this Agreement, and to consult legal counsel regarding the terms hereof.

11. Notices. All claims, instructions, consents, designations, notices, waivers, and other communications in connection with this Agreement (“Notifications”)will be in writing. Such

Notifications will be deemed properly given (a) when received if delivered personally; (b) if delivered by facsimile transmission when the appropriate telecopy confirmation is received; (c) upon the receipt of the electronic transmission by the server of the recipient when transmitted by electronic mail; (d) if sent within the USA, on the next business day after timely deposit with a nationally recognized overnight delivery service, or (e) if sent internationally, within five (5) days after deposit with an internationally recognized express delivery service, in each case when transmitted to a party at the following address or location:

If to the Seller or the Shareholder:

to the address specified on the signature page

If to the Purchaser:

to the address specified on the signature page

The Parties hereto may change the address to which Notifications hereunder are to be delivered by giving the other Parties Notification in the manner herein set forth.

12. Legal Expenses. The substantially prevailing Party in any legal action, including arbitration, brought by one Party against the other and arising out of this Agreement shall be entitled, along with any other rights and remedies it may have, to reimbursement for its expenses, including court costs, arbitration costs, and reasonable attorney’s fees. Such fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose.

Such fees shall be in addition to any other relief that may be awarded

13. Signatures. This Agreement and any written notice, consent, agreement or document provided for in this Agreement shall be deemed signed and/or bearing the original signature of a given person, if such person’s name and/or adopted signature is placed by such person on the document whether by manual signature, electronic signature (e.g., DocuSign, SignNow), electronic transmission or facsimile transmission by the person. Delivery of a copy of this Agreement or such other document bearing such signature by facsimile transmission or a scanned image of the original signature, by electronic mail in “portable document format” (“.pdf”) form, or by any other reasonably acceptable electronic means intended to preserve the original graphic, electronic and/or pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

14. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a deed as of January 19, 2024.

THE SELLER Foreign Language Service Corp.

By: _____________________ (signature)

Name: Kajia Wen Peters

Title: CEO

Address for Notifications:

40 W Baseline Rd #204

THE SHAREHOLDER _____________________ (signature)

Name: Kajia Wen Peters, individually

Address for Notifications:

344 West Leah Avenue

Name: Alexandr Leshchinskiy

Title: CEO

Address for Notifications:

1846 E. Innovation Park Dr. STE 100

Oro Valley, Arizona 85755

Email: al@effectiff.com

DocuSign Envelope ID: 558043CC-AB6B-4EB2-BE22-08EE699E3ECA

CERTIFICATE OF OFFICER

OF

Foreign Language Service Corp.

I hereby certify that I am the duly elected, qualified, and acting CEO of Foreign Language

Service Corp., an Arizona corporation (“Company”), and that, as such, I am familiar with the facts herein certified and am duly authorized to certify the same and do hereby certify that the following statements and documents are true and correct, and complete copies of such documents are attached:

1) Attached hereto as Exhibit A is a copy of the Articles of Incorporation properly executed and authorized on behalf of the State of Arizona;

2) Attached hereto as Exhibit B is a true and correct copy of the Company’s Bylaws as presently in effect;

3) Attached hereto as Exhibit C is a is a full, true and correct copy of the resolution of the sole shareholder of the Company on January 10, 2024. Said resolutions have not been revoked, modified, rescinded or amended and are in full force and effect;

4) Attached hereto as Exhibit D is a full, true and correct copy of the Certificate of

Incumbency of the Company dated as of January 17, 2024.

IN WITNESS WHEREOF, I have executed this certificate as of January 19, 2024.

By: _______________________________

Name: Kajia Wen Peters

Title: CEO

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of January 19, 2024 (this “Agreement”), is entered into by and among (i) Foreign Language

Service Corp., an Arizona corporation (the “Seller”), and (iii) A Foreign Language Solution LLC, an Arizona limited liability company (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller, the Purchaser, and the other parties thereto have entered into that certain Asset Purchase Agreement, dated as of January 8, 2024 (the “Purchase Agreement”); and

WHEREAS, this Agreement is being entered into pursuant to Section 7.1(b)(ii) of the

Purchase Agreement.

NOW, THEREFORE, in consideration of the premises, monies in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

2. Assignment of Rights; Assumption of Assumed Liabilities. The Seller hereby transfers and assigns to the Purchaser all of the Seller’s right, title and interest in, to and under the

Purchased Assets (including, without limitation, the Customer Lists, Other Contracts, and Other

Assets (including, without limitation, Trademark Serial #97775465)), and the Purchaser hereby accepts such transfers and assignments and assumes and agrees to perform and discharge the

Assumed Liabilities (but specifically excluding the Excluded Liabilities) in accordance with the terms thereof, subject to and in accordance with the terms and provisions of the Purchase

Agreement.

3. Power of Attorney. The Seller hereby constitutes and appoints the Purchaser as its true and lawful agent and attorney in fact, with full power of substitution and re-substitution, in whole or in part, in the name and stead of the Seller, but on behalf and for the benefit of the

Purchaser and its successors and assigns, from time to time:

(a) to demand, receive and collect any and all amounts due under the Assigned

Contracts and to give receipts and releases for and with respect to the same, or any part thereof;

(b) to institute and prosecute, in the name of the Seller or otherwise, any and all proceedings at law, in equity or otherwise, that the Purchaser or its respective successors and assigns may deem proper in order to collect or enforce any claim or right of any kind hereby assigned or transferred, or intended so to be; and

(c) to do all things legally permissible, required or reasonably deemed by the

Purchaser to be required with respect to any Assumed Liability or any claim or right of any kind hereby assigned or transferred or intended so to be, and to use the Seller’s name in such manner as the Purchaser may reasonably deem necessary for same.

The Seller hereby declares that the foregoing powers are coupled with an interest and are and shall be irrevocable by the Seller.

4. Further Assurances. Each of the Purchaser and the Seller, as applicable, shall execute such additional documents and instruments and take such further action as may be reasonably required or desirable to carry out the provisions hereof.

5. Integration with the Purchase Agreement Provisions. Nothing contained in this

Agreement shall expand, reduce, modify or waive any rights or obligations of the Parties under the Purchase Agreement, including, without limitation, the rights and obligations of the Parties under Article 6 thereof. In the event that any of the provisions of this Agreement are determined to conflict with the terms of the Purchase Agreement, the terms of the Purchase Agreement shall control.

6. Multiple Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Arizona, without regard to the choice of law provisions thereof.

8. Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9. Headings. The Section headings herein have been inserted for convenience or reference only, and are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

10. Amendments. This Agreement may be amended, extended, superseded, canceled, renewed, or the terms hereof may be waived, only by a written instrument signed by the Parties, or, in the case of a waiver, by the party waiving compliance.

IN WITNESS WHEREOF, the Parties hereto have executed this Assignment and

Assumption Agreement as of the date first above written.

THE SELLER Foreign Language Service Corp.

Name: Kajia Wen Peters

Title: CEO

Address for Notifications:

40 W Baseline Rd #204

Name: Alexandr Leshchinskiy

Title: CEO

Address for Notifications:

1846 E. Innovation Park Dr. STE 100

Oro Valley, Arizona 85755

Email: al@effectiff.com

CLOSING STATEMENT / FLOW OF FUNDS