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,
June 15, 2021
Xx. Xxxxxxxxxxx X. Xxxxxxx Xx. Xxxx Xxxxxxx
Xxxxxx Enterprises
7 Vanderbilt
Irvine, CA 92618
Re:Letter of Intent Dear Xxxxx and Xxxx,
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”), Xxxxxxxxxxx X. Xxxxxxx (“Xxxxxxx”), Xxxx Xxxxxxx (“Xxxxxxx”), Acquired Sales Corp., a Nevada corporation (“AQSP”), Xxxxxx X. Xxxxxx (“GJacobs”), Xxxxxxxx X. Xxxxxxxxx (“Xxxxxxxxx”) and Xxxxxxx X. Xxxxxx (“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:
The Transactions
In the Transactions:
(a)AQSP will acquire from Xxxxxxx and Xxxxxxx One Hundred Percent (100%) of the ownership interests in Savage in a reorganization (the “Merger”), for the following consideration (“Merger Consideration”): Fifteen Million Eight Hundred Forty Thousand Dollars ($15,840,000) in cash, plus Eight Million Six Hundred Ninety-One Thousand Three Hundred Fifty-Eight (8,691,358) shares of unregistered common stock of AQSP (“AQSP Stock”) with a value of Twenty-Eight Million One Hundred Sixty Thousand Dollars ($28,160,000) based upon the closing trade price of AQSP Stock on the date of this LOI (the “Stock Consideration”);
(b)AQSP will purchase from Xxxxxxx and Xxxxxxx One Hundred Percent (100%) of the ownership interests in Premier Greens, for the following consideration: Nine Hundred Twenty Thousand Dollars ($920,000) in cash; and
(c)Using cash provided by AQSP (in addition to the Merger Consideration), Xxxxxx will purchase from the three other owners of MKRC (the “Other MKRC Owners”) the remaining Fifty-Four Percent (54%) of the ownership interests in MKRC that Xxxxxx does not currently own, for the following consideration: One Million Eighty Thousand Dollars ($1,080,000) in cash.
Following the closing of the Transactions (the “Closing”), Xxxxxx will own: One Hundred Percent (100%) of the ownership interests in MKRC; Fifty Percent (50%) of the ownership interests in LftdXSvg LLC, a Delaware limited liability company (‘‘LftdXSvg”); Fifty-One Percent (51%) of the ownership interests in RJMC Brands, LLC (“RJMC”); Six Percent (6%) of the ownership interests in AAA Brands, LLC (“‘AAA”); and Thirty-Three Percent (33%) of Remediez, a corporation (“Remediez”).
Following the Closing, AQSP will own One Hundred Percent (100%) of the common stock of Lifted Liquids, Inc. d/b/a Lifted Made, an Illinois corporation (“Lifted Made”), Four Point Nine Percent (4.9%) of the common stock of each of Ablis Holding Company (“Ablis”), Bendistillery Inc. (“Bendistillery”), and Bend Spirits, Inc. (“Bend Spirits”), each an Oregon corporation, and Fifty Percent (50%) of the ownership interests in SmplyLifted LLC (“SmplyLifted”) and in LftdXSvg, each a Delaware limited liability company, One Hundred Percent (100%) of the ownership interests in Premier Greens, and One Hundred Percent (100%) of the ownership interests in Savage.
Conditions
The Closing will be subject to the following conditions:
1.Audits. As promptly as possible following the execution of this LOI: Xxxxxx, Premier Greens, MKRC, and RJMC shall, and Xxxxxx shall use commercially reasonable efforts to cause Remediez to, prepare their respective financial statements for calendar years 2019 and 2020, and for the first and second quarters of calendar year 2021, including statements of income, balance sheets and cash flows (the “‘Financial Statements”). Savage, Premier Greens, MKRC, and RJMC shall, and Savage shall use commercially reasonable efforts to cause Remediez to, engage AQSP’s PCAOB-qualified independent firm of certified public accountants, Xxxxx & Associates II PLLC, Spokane, Washington (“Fruci”), to audit the Financial Statements (and, if necessary to comply with U.S. Securities and Exchange Commission (“SEC”) rules and regulations, to audit or review Savage’s, Premier Greens’ , MKRC’s, RJMC’s and Remediez’s financial statements for subsequent calendar quarters) in accordance with U.S. generally accepted accounting principles, and to provide all opinion letters and other documents as shall be necessary to allow Savage and Premier Greens to be acquired by AQSP in the Transactions pursuant to all applicable SEC and FASB rules and regulations, and to allow AQSP to timely file all necessary securities filings with the SEC (collectively, the “Audit”). If the results of the Audit are not acceptable to AQSP in its discretion, then the Transaction shall be abandoned. Xxxxx’x fees and expenses for conducting the Audit shall be paid one-half (50%) by AQSP and one-half (50%) by Xxxxxx, regardless of whether or not the Transactions close or are abandoned for any reason.
0.Xxxxxx “Due Diligence”.
Xxxxxx, Premier Xxxxxx, MKRC, and RJMC shall allow AQSP to conduct a confidential so called “due diligence” investigation of Xxxxxx’x, Premier Greens’. MKRC’s, and RJMC’s business, permits, leases, contracts, books and records, financials, historical operations, business practices, computer systems, prospects, legal, taxes, and other matters. If the results of such “due diligence” investigation are not acceptable to AQSP in its discretion, then the Transactions shall be abandoned.
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AQSP shall allow Xxxxxx, Premier Greens and MKRC to conduct a confidential so-called “due diligence” investigation of AQSP’s and Lifted Made’s business, permits, leases, contracts, books and records, financials, historical operations, business practices, computer systems, prospects, legal, taxes, and other matters. If the results of such “due diligence” investigation are not acceptable to Savage in its discretion, then the Transactions shall be abandoned.
3.Closing Documentation. If the Audit and the “due diligence” investigation of Savage, Premier Greens, MKRC, RJMC, AAA and Remediez are acceptable to AQSP, and if the Audit and the “due diligence” investigation of AQSP and Lifted Made are acceptable to Savage, then the Parties shall enter into a merger agreement (the “Merger Agreement”) and a purchase agreement (the “Purchase Agreement”) each containing representations, warranties, covenants, conditions, and indemnifications customary to transactions like the Transactions. The Closing shall be conditioned upon the execution and delivery by the Parties of mutually acceptable, legally binding, definitive Closing documentation (the “Definitive Documents”) including:
(a)The Merger Agreement
(b)The Purchase Agreement
(c)Xxxxxxx Employment Agreement: A five-year ‘“rolling’’ employment agreement between AQSP and Xxxxxxx, for Xxxxxxx to serve as Xxxxxx’x and Premier Greens’ CEO and as AQSP’s Co-Founder and Chief Sales Officer, and to serve alongside Xxxxxxx, Warrender, GJacobs and WJacobs as a member of AQSP’s internal corporate steering committee called the Office of the President, with an annual base salary of Two Hundred Fifty Thousand Dollars ($250,000) and an annual bonus through the company-wide management bonus pool expected to be at least Four Hundred Thousand Dollars ($400,000) subject to AQSP/Lifted/Savage/Premier Greens meeting certain financial performance criteria (the “Xxxxxxx Employment Agreement”);
(d)Xxxxxxx Employment Agreement: A five-year “rolling” employment agreement between AQSP and Xxxxxxx, for Xxxxxxx to serve as Xxxxxx’x and Premier Xxxxxx’ President and CFO and as AQSP’s Co-Founder and Chief Risk Officer, and to serve alongside Xxxxxxx, Warrender, GJacobs and WJacobs as a member of AQSP’s internal corporate steering committee called the Office of the President, with an annual base salary of Two Hundred Fifty Thousand Dollars ($250,000) and an annual bonus through the company-wide management bonus pool expected to be at least Four Hundred Thousand Dollars ($400,000) subject to AQSP/Lifted/Savage/Premier Greens meeting certain financial performance criteria (the “Xxxxxxx Employment Agreement”);
(e)Amended Employment Agreements: Amendments to the existing employment agreements between AQSP and Warrender, GJacobs and WJacobs, respectively, on terms and conditions as are mutually acceptable to the Compensation Committee of the Board of Directors of AQSP, Warrender, GJacobs, WJacobs, Xxxxxxx and Xxxxxxx, to be effective upon the Closing;
(f)Shareholders Agreement: A shareholders agreement (the “Shareholders Agreement”) among Xxxxxxx, Xxxxxxx, Xxxxxxxxx, XXxxxxx and WJacobs (collectively the “Parties to the Shareholders Agreement”), it being understood that the Shareholders Agreement
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shall include, among other things, agreements by each of the Parties to the Shareholders Agreement:
(1)to nominate, support and vote in favor of slates of nominees for the Boards of Directors of AQSP, Lifted and Xxxxxx who are mutually acceptable to the Parties to the Shareholders Agreement;
(2)to support and vote in favor of base salaries, a management bonus pool, and future stock options or warrants, for the key executives of AQSP including Wheeler, Xxxxxxx, Warrender, GJacobs and WJacobs, that are mutually acceptable to the Parties to the Shareholders Agreement;
(3)to support and vote in favor of future acquisitions and divestitures, capital raises, and other lawful corporate transactions from time to time, that are mutually acceptable to the Parties to the Shareholders Agreement; and
(4)not to directly or indirectly sell or transfer any of their AQSP stock, options or warrants as part of an agreement, contract, plan or arrangement of any nature that is intended to result in a change of control of AQSP, unless such agreement, contract, plan or arrangement is mutually acceptable to the Parties to the Shareholders Agreement and is approved by a majority of the Board of Directors of AQSP;
(g)Working Capital/Liquidity: Evidence, satisfactory to AQSP in its discretion, that as of the Closing the aggregate value of Savage’s inventory, cash on hand, and accounts receivables exceed Xxxxxx’x accounts payable and other short-term liabilities by at least Two Million Dollars ($2,000,000), less any amounts contributed by Savage to MKRC to fund additional building commitments prior to the Closing; and
(h)Payoff or Termination of Certain Obligations: Evidence, satisfactory to AQSP in its discretion, that Savage, Premier Greens, MKRC, Xxxxxxx and Xxxxxxx have paid off or otherwise terminated certain obligations including but not limited to all obligations: (i) payable by Savage, Premier Greens, MKRC, Xxxxxxx and/or Xxxxxxx to former or current shareholders, directors, officers or employees of those entities; (ii) payable by Savage, Premier Greens, or MKRC to any banks or other sources of debt except certain specified equipment purchase debt obligations that are being paid off in installments, and except for that certain bank mortgage on the building in Palm Springs, California that is owned by MKRC; or (iii) payable by Savage, Premier Greens or MKRC to Xxxxxxx, Xxxxxxx or their respective relatives, or to trusts of which Xxxxxxx, Xxxxxxx or any of their respective relatives are the beneficiaries or are otherwise affiliated.
0.Xxxxxxx Raise. 111e Closing shall be conditioned upon the completion by AQSP of a capital raise (the “Capital Raise”) involving the sale of at least Thirty Million Dollars ($30,000,000) worth of AQSP Stock on pricing and other terms and conditions acceptable to AQSP in its discretion.
0.Xxx Opinion. The Closing shall be conditioned upon the receipt by Xxxxxx, Xxxxxxx and Xxxxxxx of a written opinion from Xxxxxx’x tax counsel that the Merger qualifies as a reorganization that is so-called “tax free” in regard to the Stock Consideration pursuant to the
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U.S. tax code and applicable Internal Revenue Service regulations promulgated thereunder (the “ Tax Opinion”).
6.Corporate Approvals. The Closing shall be conditioned upon approval of the Transactions by the Board of Directors of AQSP, and, if necessary, by the shareholders of AQSP. Xxxxxx, Premier Xxxxxx, MKRC, Xxxxxxx and Xxxxxxx have all approved the Transactions, subject only to (a) approval of the Definitive Documents by Xxxxxxx, Xxxxxxx, and Xxxxxx’x legal counsel, and (b) the receipt by Xxxxxx, Xxxxxxx and Xxxxxxx of the Tax Opinion from Xxxxxx’x tax counsel.
7.Securities Filings and Governmental Approvals. The Closing shall be conditioned upon the completion of all necessary corporate and securities filings and the obtaining of any necessary approvals from the SEC and FINRA.
Pre-Closing Agreements and Covenants
8.Exclusivity. During the period between the signing of this LOI and the execution and delivery of the Merger Agreement or the termination of this LOI, Savage, Premier Greens, MKRC and RJMC, Xxxxxxx and Xxxxxxx shall not directly or indirectly enter into any discussion(s), negotiation(s), letter(s) of intent, merger(s), reorganization(s), stock sale(s), asset sale(s) (other than asset sales in the ordinary, normal, and customary course of those entities’ business), other transaction(s), loan agreement(s), financing agreement(s) or arrangement(s) of any type, other capital raise(s), or other contract(s) or arrangement(s) with any third party, or any other agreement(s), contract(s) or arrangement(s) outside the ordinary course of Xxxxxx’x, Premier Greens’, MKRC’s and RJMC’s business, that would or might delay or make more costly or difficult the Closing. The Merger Agreement and the Purchase Agreement shall include similar covenants regarding the period between signing the Merger Agreement and the Purchase Agreement and the Closing or termination of the Merger Agreement and the Purchase Agreement.
9.Ordinary Course of Business. During the period between the signing of this LOI and the execution and delivery of the Merger Agreement and the Purchase Agreement or the termination of this LOI, Xxxxxxx and Xxxxxxx shall use commercially reasonable efforts to operate Savage, Premier Greens, MKRC, RJMC, AAA and Remediez only in accordance with the ordinary, normal and customary course thereof consistent with past practices. The Merger Agreement and the Purchase Agreement shall include similar covenants regarding the period between signing the Merger Agreement and the Purchase Agreement and the Closing or termination of the Merger Agreement and the Purchase Agreement.
10.Acquisitions. During the period between the signing of this LOI and the execution and delivery of the Merger Agreement and the Purchase Agreement or the termination of this LOI, Warrender, GJacobs and WJacobs shall use commercially reasonable efforts to cause AQSP to refrain from entering into any letters of intent or definitive agreements regarding future mergers and acquisitions, excepting only those that have been mutually agreed upon by Warrender, GJacobs, WJacobs, Xxxxxxx and Xxxxxxx. The Merger Agreement and the Purchase Agreement shall include similar covenants regarding the period between signing the Merger Agreement and the Purchase Agreement and the Closing or termination of the Merger Agreement and the Purchase Agreement.
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11.Commercially Reasonable Efforts. TI1e Parties shall use commercially reasonable efforts to cause the Closing to occur as soon as practicable, subject to the fulfillment of all of the conditions described above. Without limiting the generality of the foregoing, Xxxxxxx and Xxxxxxx expressly agree and covenant to use commercially reasonable efforts to cause Savage, Premier Greens, MKRC, the Other MKRC Owners, RJMC, AAA and Remediez to fully cooperate with the Closing of the Transactions.
Post-Closing Agreements and Covenants
12.Corporate Name and Ticker Symbol. Xxxxxx, Xxxxxxx and Xxxxxxx acknowledge that AQSP plans to change its name to “LFTD Partners Inc.”, and that AQSP plans to change its ticker symbol to “LFTD”, subject to all necessary approvals and securities filings. Promptly following the Closing, the Parties to the Shareholders Agreement shall mutually agree upon a new name (the “New Corporate Name”) and ticker symbol (the “New Ticker Symbol”) for AQSP/LFTD Partners Inc. which better reflects Savage, Premier Greens, MKRC, Xxxxxxx and Xxxxxxx partnering with AQSP/LFTD Partners Inc., and the Parties to the Shareholders Agreement shall use commercially reasonable efforts to cause the Board of Directors and shareholders of AQSP to approve the New Corporate Name and the New Ticker Symbol as soon as practicable, subject to all necessary approvals and securities filings.
13.Operation of Savage and Premier Brands. Savage and Premier Brands shall operate as wholly-owned subsidiaries of AQSP under the Savage and Premier Xxxxxx names and using Savage’s and Premier Xxxxxx’ brand names, respectively, led by Xxxxxxx as Xxxxxx’x and Premier Xxxxxx’ CEO and Xxxxxxx as Xxxxxx’x and Premier Xxxxxx’ President and CFO.
14.Operation of AOSP. Xxxxxxx and Xxxxxxx shall serve alongside Xxxxxxxxx, XXxxxxx and WJacobs on AQSP’s internal Office of tl1e President, which shall conceptualize and articulate AQSP’s go-forward operational, sales, distribution, advertising, organic growth and acquisitions strategies and initiatives that will be presented to AQSP’s CEO and Board of Directors for approval.
Termination of this LOI
00.Xxxxxx of Termination. This LOI shall terminate, without any payment by or penalty due from any party; upon execution of the Merger Agreement or if:
(a)The Audit shall not have been completed, or the results of the Audit shall have not been accepted by AQSP, by an outside date of March 15, 2022;
(b)AQSP has not closed the Capital Raise by an outside date of March 15, 2022;
(c)The Merger Agreement and the Purchase Agreement have not been signed by March 15, 2022 (the Merger Agreement and the Purchase Agreement, if executed, shall include an outside closing date of March 15, 2022, or such other date as mutually agreed by the parties);
(d)AQSP shall have delivered written notice to Xxxxxx that AQSP is abandoning the Transactions due to a determination that the results of the “due diligence” investigation of Savage, Premier Brands, MKRC, RJMC, AAA and Remediez are not acceptable to AQSP;
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(e)Xxxxxx shall have delivered written notice to Lifted that Xxxxxx is abandoning the Transactions due to a determination that the results of the “due diligence” investigation of AQSP and Lifted Made are not acceptable to Savage; or
(f)Any material provisions of this LOI shall be adjudged by a court or the SEC to be invalid or unenforceable, and thereafter the Parties to this LOI are unable to mutually agree upon how to proceed forward with the Transactions as impacted by such court or SEC action.
Miscellaneous
16.Expenses. Except as expressly set forth in this LOI, each of the Parties shall bear its or his own fees and expenses in connection with the proposed Transaction. Without limiting the generality of the foregoing, each of the Parties to this LOI shall be solely responsible for the fees and expenses owed by it or him to any lawyers, accountants, financial advisors, investment bankers, brokers or finders employed by such party.
17.Disclosures. AQSP shall be permitted to publicly disclose this LOI, and to share information regarding Savage, Premier Brands, MKRC, RJMC, AAA and Remediez, on a need-to-know basis, as may be necessary or desirable in connection with AQSP’s efforts to complete the Capital Raise or to satisfy the conditions to closing the Transactions, or otherwise as may be required to comply with applicable securities laws and regulations in the opinion of AQSP’s securities counsel.
18.Securities Laws. Xxxxxxx and Xxxxxxx acknowledge that AQSP is a publicly traded company and that trading in AQSP’s common stock, or unauthorized disclosure of any material non-public information regarding Savage, Premier Brands, MKRC, RJMC, AAA, Remediez, AQSP or the Transactions, could be subject to scrutiny and potential liability under applicable securities laws and regulations.
19.Signatures and Counterparts. Signatures on this LOI may be signed by hand and transmitted electronically in pdf format, and all of such signatures shall be deemed to be valid original signatures, and signatures on multiple counterparts of this LOI shall be deemed and construed to be one and the same instrument.
We look forward to building a large and successful public company together as partners, for the mutual benefit of AQSP’s shareholders and executives, Savage, Premier Brands and yourselves. If the foregoing terms and conditions are acceptable, please sign below, thanks.
Sincerely,
By /s/ Xxxxxx X. Xxxxxx/s/ Xxxxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxxxxx, in his individual
capacity
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/s/ Xxxxxx X. Xxxxxx/s/ Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, in his individual capacity Xxxxxxx X. Xxxxxx in his individual capacity
ACCEPTED AND AGREED UPON, INTENDING TO BE LEGALLY BOUND HEREBY:
SAVAGE ENTERPRISES/s/ Xxxx Xxxxxxx
By /s/ Xxxxxxxxxxx WheelerMatt Xxxxxxx, in his individual capacity
/s/ Xxxxxxxxxxx Xxxxxxx
Xxxxxxxxxxx Xxxxxxx, in his individual capacity
PREMIER GREENS LLC
By /s/ Xxxxxxxxxxx Xxxxxxx
MKRC HOLDINGS, LLC
By /s/ Xxxx Xxxxxxx
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