LFTD Partners Inc. Sample Contracts

FLEX BUILDING LEASE LANDLORD: LADI INVESTMENTS LLC,
Lease Agreement • November 30th, 2022 • LFTD Partners Inc. • Pharmaceutical preparations • Wisconsin

THIS LEASE AGREEMENT (“Lease”) made and entered into this 11th day of November, 2022 by and between Lifted Liquids, Inc., (“Tenant”) and LADI INVESTMENTS LLC, (“Landlord”).

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Contract
Securities Agreement • May 18th, 2010 • Acquired Sales CORP • Blank checks

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

AGREEMENT AND PLAN OF MERGER By and Among ACQUIRED SALES CORP. LIFTED LIQUIDS, INC. GERARD M. JACOBS WILLIAM C. JACOBS and WARRENDER ENTERPRISE INC. and NICHOLAS S. WARRENDER Dated as of January 7, 2020
Merger Agreement • January 8th, 2020 • Acquired Sales Corp • Services-prepackaged software • Illinois

This Agreement and Plan of Merger (this “Agreement”), is entered into as of _______, 2019, by and among Acquired Sales Corp., a Nevada corporation (“AQSP”), Lifted Liquids, Inc., an Illinois corporation and a wholly-owned Subsidiary of AQSP (“Merger Sub”), Gerard M. Jacobs (“GMJ”), William C. Jacobs (“WCJ” and together with GMJ, each, a “Jacobs Owner” and collectively, the “Jacobs Owners”) and WARRENDER ENTERPRISE INC., a Wisconsin corporation d/b/a Lifted Liquids (the “Company”) and Nicholas S. Warrender (the “Company Owner”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.1.

EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2023 • LFTD Partners Inc. • Pharmaceutical preparations • Illinois

This Employment Agreement (this “Agreement”) is made and entered into as of April 28, 2023 (the “Effective Date”), by and between Chase Sanchez (“Employee”), Oculus CHS Management Corp., an Illinois corporation (“Company”), Oculus CRS, LLC, a Colorado limited liability company (“Oculus”), and Lifted Liquids, Inc. d/b/a Lifted Made, an Illinois corporation (“Lifted”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 1st, 2019 • Acquired Sales Corp • Services-prepackaged software • Oregon

Bendistillery Inc., an Oregon corporation ("Bendistillery"), Bend Spirits, Inc., an Oregon corporation ("Bend Spirits"), Bendis Homes Pinehurst, LLC, an Oregon limited liability company ("Landowner"), James A. Bendis ("Bendis"), and Alan T. Dietrich ("Dietrich"),

RIGHT TO PURCHASE WARRANT AGREEMENT
Right to Purchase Warrant Agreement • March 13th, 2019 • Acquired Sales Corp • Services-prepackaged software • Illinois

This Right to Purchase Warrant Agreement (this "Agreement") dated as of April 1, 2018, is by and between Acquired Sales Corp. (the "Company") and William C. Jacobs ("Holder").

PROMISSORY NOTE
Promissory Note • January 8th, 2020 • Acquired Sales Corp • Services-prepackaged software • Illinois

FOR VALUE RECEIVED, Acquired Sales Corp., a Nevada corporation ("AQSP"), and Lifted Liquids, Inc., an Illinois corporation and a wholly-owned subsidiary of AQSP ("Merger Sub") (AQSP and Merger Sub being referred to individually as a "Payor" and collectively as "Payors") HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to the order of Nicholas S. Warrender, a Wisconsin resident with his principal residence at 328 55th Street B, Kenosha, WI 53140 (“Payee”), the principal sum of THREE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($3,750,000.00), payable as set forth below. Interest on this Promissory Note shall be calculated on the basis of actual number of days elapsed and a 365-day year and shall be at a rate per annum equal to two percent (2.00%) (the “Interest Rate”). This Promissory Note is being issued to memorialize that certain Promissory Note constituting the Note Consideration in accordance with that certain Agreement and Plan of Merger dated January 7, 2020 by and among P

Contract
Secured Promissory Note • March 31st, 2011 • Acquired Sales Corp • Blank checks

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

AGREEMENT AND PLAN OF MERGER By and Among LFTD PARTNERS INC. LIFTED LIQUIDS, INC. d/b/a LIFTED MADE and OCULUS CHS MANAGEMENT CORP. and CHASE SANCHEZ HAGAN SANCHEZ Dated as of April 28, 2023
Merger Agreement • May 2nd, 2023 • LFTD Partners Inc. • Pharmaceutical preparations • Illinois

This Agreement and Plan of Merger (this “Agreement”), is entered into as of April 28, 2023, by and among LFTD Partners Inc., a Nevada corporation (“LIFD”), Lifted Liquids, Inc. d/b/a “Lifted Made,” an Illinois corporation and a wholly-owned Subsidiary of LIFD (“Lifted”), Oculus CHS Management Corp., an Illinois corporation (the “Company”), and each of Chase Sanchez (“CS”) and Hagan Sanchez (“HS” and, together with CS, each a “Company Owner” and collectively the “Company Owners”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.1.

PLEDGE AGREEMENT
Pledge Agreement • December 19th, 2023 • LFTD Partners Inc. • Pharmaceutical preparations • Florida

THIS PLEDGE AGREEMENT (together with all attached schedules and exhibits, in each case, as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) is executed as of December 14, 2023 by and among LFTD Partners Inc., a Nevada corporation (“LFTD”) and Lifted Liquids, Inc., an Illinois corporation (“LLI” and together with LFTD, collectively and jointly and severally, the “Borrower”), and each of the other Persons party hereto from time to time as “Grantors”, for the benefit of and Surety Bank (“Lender”).

ACQUIRED SALES CORP.
Letter of Intent • May 28th, 2019 • Acquired Sales Corp • Services-prepackaged software

This is a letter of intent (this “LOI”) between Warrender Enterprise Inc. d/b/a Lifted Liquids (“Lifted”), Nicholas S. Warrender d/b/a Lifted Liquids (the “Warrender”), Acquired Sales Corp. (“AQSP”), Gerard M. Jacobs (“GJacobs”) and William C. Jacobs (“WJacobs”), to engage in the following transaction (the “Transaction”), subject to the following conditions, and also subject to the following agreements and covenants, intending to be legally bound hereby:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 8th, 2020 • Acquired Sales Corp • Services-prepackaged software • Illinois

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this ___ day of _______________, 2020, by and among Acquired Sales Corp., a Nevada corporation (the “Company”), and Nicholas S. Warrender, a resident of Wisconsin (the “Lifted Owner”).

MANUFACTURING, SALES AND MARKETING AGREEMENT
Manufacturing Agreement • January 12th, 2023 • LFTD Partners Inc. • Pharmaceutical preparations • Wisconsin

THIS AGREEMENT ("Agreement") is entered into as of January 11, 2023 (the "Effective Date") by and between Lifted Liquids, Inc. (including affiliates, “Lifted”) and Cali Sweets, LLC (including affiliates, “Cali”), on the terms and conditions set forth below. Cali and Lifted may be collectively referred to herein as the “Parties” and each individually as a “Party”.

AGREEMENT
Manufacturing, Sales and Marketing Agreement • July 18th, 2023 • LFTD Partners Inc. • Pharmaceutical preparations

THIS AGREEMENT (this "Agreement") is entered into as of July 11, 2023 by and between Lifted Liquids, Inc. d/b/a Lifted Made (“Lifted”) and Florence Mirsky ("Mirsky"). Lifted and Mirsky may be collectively referred to herein as the “Parties” and each individually as a “Party”.

SECURITY AGREEMENT
Security Agreement • March 13th, 2019 • Acquired Sales Corp • Services-prepackaged software • Illinois

THIS SECU RITY AGREEMENT (this "Agreement") is made and entered into as of July 16, 2018, by and between Acquired Sales Corp., a Nevada corporation, whose address is 31 N. Suffolk Lane, Lake Forest, Illinois 60045 ("Debtor"), and Joshua A. Bloom ("Bloom") and Gerard M. Jacobs ("Jacobs") (Bloom and Jacobs collectively, the "Secured Parties").

Contract
Stock Purchase Agreement • February 12th, 2013 • Acquired Sales Corp • Services-prepackaged software
TERMINATION AGREEMENT
Termination Agreement • December 17th, 2021 • LFTD Partners Inc. • Pharmaceutical preparations

This Termination Agreement dated as of December 16, 2021, is made by and among Fresh Farms E-Liquid, LLC, a California limited liability company, Anthony J. Devincentis, Jakob M. Audino, Forrest F. Town, John Z. Petti, LFTD Partners Inc., a Nevada corporation, Gerard M. Jacobs, Nicholas S. Warrender, William C. Jacobs, Christopher G. Wheeler and Matt Winters (individually a “Party”, and collectively the “Parties”).

SECOND AMENDMENT TO LEASE
Lease • March 29th, 2024 • LFTD Partners Inc. • Pharmaceutical preparations

THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made and entered into this 18th day of March 2024, by and between LADI INVESTMENTS, LLC, a Delaware limited liability company (“Landlord”) and LIFTED LIQUIDS, INC. an Illinois corporation (“Tenant”).

AGREEMENT
Agreement Among the Parties • July 8th, 2022 • LFTD Partners Inc. • Pharmaceutical preparations

This Agreement (this “Agreement”) by and among LFTD Partners Inc. (“LIFD”), Lifted Liquids, Inc. d/b/a Lifted Made (“Lifted”), Nicholas S. Warrender (“NSW”), 95th Holdings, LLC (“Holdings”), Gerard M. Jacobs (“GMJ”) and William C. “Jake” Jacobs (“WCJ”), is dated and effective as of July 1, 2022. LIFD, Lifted, NSW, Holdings, GMJ and WCJ are hereafter sometimes referred to as a “Party” and collectively as the “Parties”.

TERMINATION AGREEMENT
Termination Agreement • December 17th, 2021 • LFTD Partners Inc. • Pharmaceutical preparations

This Termination Agreement dated as of December 15, 2021, is made by and among Savage Enterprises, Premier Greens LLC, MKRC Holdings, LLC, Christopher G. Wheeler, Matt Winters, LFTD Partners Inc., Gerard M. Jacobs, Nicholas S. Warrender and William C. Jacobs (collectively the “Parties”).

MANUFACTURING, SALES AND MARKETING AGREEMENT
Manufacturing Agreement • April 25th, 2023 • LFTD Partners Inc. • Pharmaceutical preparations • California

THIS AGREEMENT ("Agreement") is entered into as of April 21, 2023 (the "Effective Date") by and between Lifted Liquids, Inc. (including affiliates, “Lifted”) and Diamond Supply Co. (including affiliates, “Diamond”), on the terms and conditions set forth below. Diamond and Lifted may be collectively referred to herein as the “Parties” and each individually as a “Party”.

STOCK SALE AND PURCHASE
Stock Sale and Purchase Agreement • May 1st, 2019 • Acquired Sales Corp • Services-prepackaged software • Oregon

THIS AGREEMENT is dated as of April 30, 2019 (this "Agreement") by and among Ablis Holding Company, an Oregon corporation ("Ablis HC"), Ablis, Inc., an Oregon corporation (“Ablis”), and James A. Bendis ("Bendis").

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ASSIGNMENT AND ASSUMPTION OF LEASE AND LANDLORD CONSENT
Assignment and Assumption of Lease • May 2nd, 2023 • LFTD Partners Inc. • Pharmaceutical preparations • New Mexico

This ASSIGNMENT AND ASSUMPTION OF LEASE AND LANDLORD CONSENT (“Agreement”), made as of this 28th day of April, 2023, by and among Oculus CRS, LLC, a Colorado limited liability company (“Assignor”), Lifted Liquids, Inc. d/b/a Lifted Made, an Illinois corporation (“Assignee”), and Centerpoint Unlimited Limited Liability Company, a New Mexico limited liability company (“Landlord”).

MANUFACTURING, SALES AND MARKETING AGREEMENT
Manufacturing Agreements • July 18th, 2023 • LFTD Partners Inc. • Pharmaceutical preparations • California

THIS AGREEMENT (this "Agreement") is entered into as of July 14, 2023 (the "Effective Date") by and between Lifted Liquids, Inc. d/b/a Lifted Made (including affiliates, “Lifted”) and DreamFields Brands Inc. d/b/a Jeeter (including affiliates, “Jeeter”), on the terms and conditions set forth below. Jeeter and Lifted may be collectively referred to herein as the “Parties” and each individually as a “Party”.

AGREEMENT
Agreement • January 4th, 2022 • LFTD Partners Inc. • Pharmaceutical preparations

This Agreement (this “Agreement”) by and among LFTD Partners Inc. f/k/a Acquired Sales Corp. (“LSFP”), Lifted Liquids, Inc. d/b/a Lifted Made (“Lifted”), Nicholas S. Warrender (“NSW”), 95th Holdings, LLC (“Holdings”), Gerard M. Jacobs (“GMJ”) and William C. “Jake” Jacobs (“WCJ”), is dated and effective as of December 30, 2021. LSFP, Lifted, NSW, Holdings, GMJ and WCJ are hereafter sometimes referred to as a “Party” and collectively as the “Parties”.

ACQUIRED SALES CORP. June 15, 2021 Mr. Christopher G. Wheeler Mr. Matt Winters Savage Enterprises Irvine, CA 92618 Re:Letter of Intent Dear Chris and Matt,
Letter of Intent • June 18th, 2021 • Acquired Sales Corp • Medicinal chemicals & botanical products

This is a letter of intent (this “LOI”) between Savage Enterprises, a Wyoming corporation (“Savage”), Premier Greens LLC, a California limited liability company (“Premier Greens”), MKRC Holdings, LLC, a Wyoming limited liability company (‘“MKRC”), Christopher G. Wheeler (“Wheeler”), Matt Winters (“Winters”), Acquired Sales Corp., a Nevada corporation (“AQSP”), Gerard M. Jacobs (“GJacobs”), Nicholas S. Warrender (“Warrender”) and William C. Jacobs (“WJacobs”) (collectively the “Parties”) to engage in the following transactions (the “Transactions”), subject to the following conditions, and also subject to the following agreements and covenants, intending to be legally bound hereby:

AGREEMENT
Shareholder Agreement • November 5th, 2010 • Acquired Sales Corp • Blank checks

Deborah Sue Ghourdjian Separate Trust (“DSGST”), Matthew Ghourdjian (“Ghourdjian”), and Cogility Software Corporation, a California corporation (“Cogility”),

SECURITY AGREEMENT
Security Agreement • December 19th, 2023 • LFTD Partners Inc. • Pharmaceutical preparations • Florida

THIS SECURITY AGREEMENT (together with all attached schedules and exhibits, in each case, as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) is executed as of December 14, 2023, by LFTD Partners Inc., a Nevada corporation (“LFTD”) and Lifted Liquids, Inc., an Illinois corporation (“LLI” and together with LFTD, collectively and jointly and severally, the “Borrower”), and each of the other Persons party hereto from time to time as “Grantors”, for the benefit of and Surety Bank (“Lender”).

AGREEMENT
Loan Agreement • November 14th, 2011 • Acquired Sales Corp • Services-prepackaged software • Nevada

This Agreement (this “Agreement”) dated as of October 17, 2011, is by and among Deborah Sue Ghourdjian Separate Property Trust ("DSGSPT"), Matthew Ghourdjian ("Ghourdjian"), Daniel F. Terry, Jr. ("Terry"), Roberti Jacobs Family Trust ("RJFT"), Acquired Sales Corp. ("AQSP"), Vincent J. Mesolella ("Mesolella"), and Minh Le ("Le"). DSGSPT, Ghourdjian, Terry, RJFT, AQSP, Mesolella and Le are herein referred to individually as a "Party" and collectively as the "Parties".

COLLATERAL ASSIGNMENT AGREEMENT
Collateral Assignment Agreement • December 19th, 2023 • LFTD Partners Inc. • Pharmaceutical preparations • Florida

This COLLATERAL ASSIGNMENT AGREEMENT ("Assignment"), dated as of December 14, 2023, is made by LFTD PARTNERS INC., a Nevada corporation (“LFTD”) and LIFTED LIQUIDS, INC., an Illinois corporation (“LLI” and together with LFTD, collectively and jointly and severally, the "Assignor") in favor of SURETY BANK (the "Assignee”). Capitalized terms used herein but not otherwise defined have the meaning given such term in the hereinafter defined Credit Agreement.

Execution Copy
Lease Agreement • December 22nd, 2020 • Acquired Sales Corp • Medicinal chemicals & botanical products • Wisconsin

This Commercial Lease (the "Lease") is made and entered into as of the 18 day of December, 2020, by and between 95th Holdings, LLC, a Wisconsin limited liability corporation, with an address of 5511 95TH Avenue, Kenosha, WI 53144 (hereinafter referred to as the "Landlord") and Lifted Liquids, Inc. an Illinois corporation with a mailing address at 31 N. Suffolk Lane, Lake Forest, IL 60045 (hereinafter referred to as the "Tenant").

COLLATERAL STOCK PLEDGE AGREEMENT
Collateral Stock Pledge Agreement • January 4th, 2022 • LFTD Partners Inc. • Pharmaceutical preparations • Illinois

THIS COLLATERAL STOCK PLEDGE AGREEMENT (“Agreement”), dated effective as of January 3, 2022, is by and between NICHOLAS S. WARRENDER, a Wisconsin resident with his principal residence at 328 55th Street B, Kenosha, WI 53140 (“Secured Party”), LFTD PARTNERS INC., a Nevada corporation (“LSFP”), and LIFTED LIQUIDS, INC., an Illinois corporation (“LL” and, together with LSFP, each a “Pledgor” and collectively the “Pledgors”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 16th, 2013 • Acquired Sales Corp • Services-prepackaged software • California

THIS STOCK PURCHASE AGREEMENT is dated as of January 12, 2013 (the "Agreement"), by and among Drumright Group, LLC, a Delaware limited liability company ("Buyer"), Acquired Sales Corp., a Nevada corporation ("Seller"), and Cogility Software Corporation, a Delaware corporation ("Cogility"). Buyer, Seller and Cogility are hereby referred to individually as a "Party" and collectively as the "Parties".

COMMERCIAL LEASE AGREEMENT
Commercial Lease Agreement • March 29th, 2024 • LFTD Partners Inc. • Pharmaceutical preparations

THIS AGREEMENT is entered into as of the 1st of March, 2024 by the following parties: CR Properties, LLC, whose mailing address is PO Box 3816, Durango, Colorado 81302, hereinafter referred to as "Landlord," and Lifted Liquids, Inc d/b/a Lifted Made whose mailing address is 5511 95th Ave, Kenosha, WI 53144 hereinafter referred to as "Tenant."

CREDIT AGREEMENT
Credit Agreement • December 19th, 2023 • LFTD Partners Inc. • Pharmaceutical preparations

THIS CREDIT AGREEMENT (this “Agreement”) is dated as of December 14, 2023 (the “Effective Date”), and is entered into by and between LFTD PARTNERS INC., a Nevada corporation (“LFTD”) and LIFTED LIQUIDS, INC., an Illinois corporation (“LLI” and together with LFTD, collectively and jointly and severally, the “Borrower”) and SURETY BANK (the “Lender”).

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