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, 2020Merger 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.
PROMISSORY NOTEPromissory 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
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
STOCKHOLDERS AGREEMENTStockholders Agreement • January 8th, 2020 • Acquired Sales Corp • Services-prepackaged software • Illinois
This Stockholders Agreement (as executed and as it may be amended, modified, supplemented or restated from time to time, as provided herein, this “Agreement”), dated as of _______________, 2020, is entered into among each Person identified on Schedule 1 hereto and executing a signature page hereto and each other Person who after the date hereof acquires securities of the Company and agrees or is required to become a party to, and bound by, this Agreement in accordance with Section 4.1 (each referred to herein as a “Stockholder” and, collectively, the “Stockholders).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 8th, 2020 • Acquired Sales Corp • Services-prepackaged software • Illinois
This Employment Agreement (this “Agreement”) is made and entered into as of _____________________________ (the “Effective Date”), by and between NICHOLAS S. WARRENDER (the “Executive”) and ACQUIRED SALES CORP., a Nevada corporation (the “Company”).
