PROMISSORY NOTE

$2,750,000.00January 3, 2022 

 

FOR VALUE RECEIVED, LFTD Partners Inc., a Nevada corporation ("LSFP"), and Lifted Liquids, Inc., an Illinois corporation and a wholly-owned subsidiary of LSFP ("Merger Sub") (LSFP 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 TWO MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($2,750,000.00), 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 and one-half percent (2.50%) (the “Interest Rate”). This Promissory Note is being issued in accordance with Section 2 of that certain Agreement dated as of December 30, 2021, by and among Payors, Gerard M. Jacobs, William C. Jacobs, 95^th Holdings, LLC, and Payee (the “Agreement”). Any capitalized term used but not defined herein shall have the meaning ascribed to such term as set forth in the Agreement.  

 

1.Principal and Interest Payment Dates. The principal of this Promissory Note shall be due and payable by Payors to Payee in six (6) payments in the following principal amounts on the following dates, respectively, in each case together with all interest accrued through such payment date:  

 

Principal Payments	Payment Dates
$ 458,333	June 30, 2022
$ 458,333	December 31, 2022
$ 458,333	June 30, 2023
$ 458,333	December 31, 2023
$ 458,333	June 30, 2024
$ 458,335	December 31, 2024

 

2. Voluntary Prepayments. This Promissory Note may, at the option of Payors, be prepaid in whole or in part, at any time and from time to time, without premium or penalty. 

3. Mandatory Prepayments. Within two (2) business days following the closing of any equity or debt capital raise by any Payor following the date of the Agreement in the amount of Eight Million Dollars ($8,000,000) or more, Payors shall be obligated to prepay all remaining principal and all accrued interest on this Promissory Note. 

 

4.Maximum Lawful Rate.  If any payment of interest hereunder in excess of the amount permitted by applicable law is received by Payee, the amount of such excess payment shall automatically be applied to reduce the principal amount outstanding hereunder in the order of maturity. 

 

5.Place of Payment.  Payments of principal and interest are payable in lawful money of the United States of America to Payee at Payee’s address listed above or at such other address as Payee may direct in writing to Payors.  

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6.Security.  Payors hereby covenant and agree that for so long as any obligations shall remain outstanding under this Promissory Note: 

 

(a) This Promissory Note shall be secured by a first lien security interest in all of the assets of Payors; and 

 

(b) This Promissory Note shall be secured by a pledge of: (i) all of the capital stock of Merger Sub; (ii) all of the common stock of Bendistillery Inc., Bend Spirits, Inc., and Ablis Holding Company that is owned by Payors; and (iii) all of the capital stock of any other entity owned by any Payor or any of its subsidiaries, pursuant to a Collateral Stock Pledge Agreement of even date herewith, between Payee, as Secured Party, and Payors, as Pledgors. 

 

7.Notice of Default.  Payors shall promptly notify Payee of any condition or event that constitutes an Event of Default as defined below. 

 

8.Events of Default. Each of the following occurrences shall constitute an “Event of Default” under this Promissory Note: 

 

(a)Payors fail to pay when due and payable any amount of principal or interest under this Promissory Note, and such failure to pay is not cured within ten (10) days; 

 

(b)Payors fail to perform or breach (other than a failure or breach which constitutes an Event of Default under another clause of this Section 8) in any material respect any of their obligations or the terms or provisions hereunder, and fail to cure such breach or failure within thirty (30) days following their receipt of notice from Payee describing such failure or breach;  

 

(c)Any Payor makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating any Payor bankrupt or insolvent; or any order for relief with respect to any Payor is entered under the Federal Bankruptcy Code; or any Payor petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of such Payor or of any substantial part of the assets of such Payor, or commences any proceeding relating to such Payor under any bankruptcy reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against any Payor and either (i) such Payor by any act indicates its approval thereof, consent thereto or acquiescence therein, or (ii) such petition, application or proceeding is not dismissed within 60 days. 

 

9.Acceleration. 

 

(a)If an Event of Default of the type described in Section 8(c) has occurred, the principal amount of this Promissory Note (together with all accrued interest hereon and all other amounts due and payable with respect hereto) shall become immediately due and payable without any action on the part of Payee, and Payors shall immediately pay to Payee all amounts due and payable with respect to this Promissory Note. 

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(b)If any other Event of Default has occurred and is continuing, Payee may declare the outstanding principal amount of this Promissory Note (together with all accrued interest thereon and all other amounts due and payable with respect thereto) to be immediately due and payable and may demand immediate payment of the outstanding principal amount of this Promissory Note (together with accrued interest thereon and all such other amounts then due and payable). 

 

(c)Payee shall also have any other rights which Payee may have pursuant to applicable law. 

 

(d)Payors hereby waive diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Promissory Note and all other notices except as expressly provided herein, and expressly agree that this Promissory Note, or any payment hereunder, may be extended from time to time without in any way affecting the liability of Payors hereunder. 

 

10.No Waiver.  No delay or omission on the part of Payee in exercising any right hereunder shall operate as a waiver of any right under this Promissory Note. 

 

11.Amendment; No Assignment.  No amendment, modification, termination or waiver of any provision of this Promissory Note shall be effective unless the same shall be in writing and signed by Payors and Payee. Payee may not assign this Promissory Note without the prior written consent of Payors. 

 

12.Governing Law.  THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ITS CONFLICT OF LAW PRINCIPLES. 

 

13.Costs of Collection.  If (a) the Promissory Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; (b) an attorney is retained to represent Payee in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under the Promissory Note; (c) an attorney is retained to represent Payee in any other proceedings whatsoever in connection with the Promissory Note as a result of the action or inaction of Payors, then Payors shall pay to Payee all reasonable attorneys’ fees, costs and expenses incurred in connection therewith, in addition to all other amounts due hereunder.  

 

14.WAIVER OF JURY TRIAL.  EACH OF PAYORS AND PAYEE WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED IN CONNECTION HEREWITH OR HEREAFTER AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.  ANY DISPUTES ARISING UNDER OR RELATING TO THIS PROMISSORY NOTE WILL BE LITIGATED ONLY IN THE STATE COURTS LOCATED IN LAKE COUNTY, ILLINOIS 

 

AND THE PARTIES HEREBY CONSENT TO THE PERSONAL JURISDICTION AND EXCLUSIVE VENUE OF THESE COURTS AND AGREE THAT ANY SUCH ACTION

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WILL BE TRIED BEFORE THE COURT AND NOT BEFORE A JURY.

 

IN WITNESS WHEREOF, this Promissory Note is hereby executed and delivered as of the 3rd day of January, 2022. 

 

LFTD PARTNERS INC.			LIFTED LIQUIDS, INC.
By	/s/ Gerard M. Jacobs		By	/s/ Gerard M. Jacobs
	Gerard M. Jacobs, CEO			Gerard M. Jacobs, on behalf
				of the Board of Directors

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COLLATERAL STOCK PLEDGE AGREEMENT

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 55^th 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”).

BACKGROUND

Pledgors have jointly and severally executed and delivered to Secured Party a Promissory Note (the “Note”), dated the date hereof, in the original principal amount of Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000), in accordance with Section 2 of that certain Agreement dated as of December 30, 2021, by and among Pledgors, Gerard M. Jacobs, William C. Jacobs, 95^th Holdings, LLC, and Secured Party.

In order to secure the repayment of the Note, Pledgors have agreed to grant to the Secured Party a continuing lien on and security interest in (i) a first lien security interest in all of the assets of Pledgors; (ii) all of the capital stock of LL; (iii) all of the capital stock of Bendistillery Inc., Bend Spirits, Inc., and Ablis Holding Company that is owned by Pledgors; and (iv) all of the capital stock of any other entity owned by any Pledgor or any of its subsidiaries.

NOW, THEREFORE, in consideration of the premises contained herein, and intending to be legally bound, Pledgors hereby agree as follows:

1.Pledge. In order to secure Pledgors’ obligations under the Note (the “Obligations”), each Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party a lien on and security interest in and to the following (the “Pledged Collateral”): (i) all of the capital stock of LL; (ii) all of the capital stock of Bendistillery Inc., Bend Spirits, Inc., and Ablis Holding Company that is owned by Pledgors; and (iii) all of the capital stock of any other entity owned by any Pledgor or any of its subsidiaries, in each case as set forth in further detail on Exhibit A hereto, together with all profit distributions, cash, instruments, and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Collateral.  

2.Representations and Warranties.  Each Pledgor represents and warrants as follows with respect to the Pledged Collateral listed under its name on Exhibit A hereto: 

(a)Except as pledged herein, Pledgor has not sold, assigned, transferred, pledged or granted any security interest in the Pledged Collateral and Pledgor is the legal and beneficial owner of the Pledged Collateral free and clear of any liens, encumbrances, pledges, security interests, option or other charge or encumbrance (collectively, “Encumbrances”). 

(b)this Agreement creates a valid and perfected security interest in the Pledged Collateral securing the payment of the Note and the satisfaction of the Obligations. 

3.Possession of Stock and Further Assurances. 

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(a)Each Pledgor agrees that upon execution of this Agreement, Secured Party, or his agent, will take possession of the Pledged Collateral and any subsequent certificates representing the Pledged Collateral. Pledgor also agrees to deliver to Secured Party any instrument and other non-cash property which replaces, supplements or is distributed with regard to the Pledged Collateral including, but not limited to, any and all shares or other securities received with regard to the Pledged Collateral as a result of any split, profit distribution, spin-off, or other recapitalization. 

(b)Pledgor agrees that from time to time, at the expense of Pledgor, Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce his rights and remedies hereunder with respect to the Pledged Collateral. 

(c)Pledgor and Secured Party further agree that Secured Party or his assignees or agents may retain possession of the Pledged Collateral and any other certificates or other instruments only until satisfaction of the Obligations, as further set forth in Section 10.   

4.Rights of Debtor. 

(a)So long as no Event of Default (hereinafter defined), or any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, shall have occurred and be continuing, Pledgor shall be entitled to exercise, enjoy and perform all of the rights and obligations as owner of the Pledged Collateral, including, without limitation, the right to retain any cash profit distributions issued with respect to the Pledged Collateral and to exercise any and all voting rights and other consent rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with this Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising such right if, in Pledgor’s judgment, such action would have a material adverse effect on the value of the Pledged Collateral. 

(b)Upon the occurrence and during the continuance of an Event of Default or an event which with the giving of notice or the lapse of time, or both, would constitute an Event of Default, all rights of Pledgor to exercise, enjoy and perform all of the rights and obligations as owner of the Pledged Collateral, including, without limitation, with regard to the right to receive cash profit distributions and the exercise of voting and other consent rights in connection with the Pledged Collateral shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereafter have the sole right to exercise, enjoy and perform all of the rights and obligations as owner of the Pledged Collateral, including, without limitation, with regard to the receipt of profit distributions and the exercise of such voting and other consent rights in his sole discretion. All profit distributions which are received by Pledgor contrary to the provisions of this Section 4(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement). 

5.Transfers and Other Liens. Pledgor agrees that it will not, without the prior written consent of Secured Party, sell, assign (by operation of law or otherwise) or dispose of, or grant any  

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option with respect to, any of the Pledged Collateral, or create or permit to exist any Encumbrances upon or with respect to any of the Pledged Collateral, except for the security interest created under this Agreement.

6.Appointment of Attorney-in-Fact. Pledgor hereby appoints Secured Party as Pledgor’s agent and attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, from time to time in Secured Party’s discretion, to take any action and to execute any instrument which Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to Pledgor representing any profit distribution, interest payment or other distribution in respect of all Pledged Collateral or any part thereof and to give full discharge for the same. 

7.Secured Party May Perform. If Pledgor fails to perform any agreement contained herein, Secured Party, following written notice to the Pledgor and a failure to cure same within 30 days, may himself perform, or cause the performance of, such agreement, and the reasonable out of pocket expenses of Secured Party incurred in connection therewith shall be payable by Pledgor upon proof thereof. 

8.Event of Default. The occurrence of any one or more of the following events shall constitute an event of default (“Event of Default”) hereunder, following written notice thereof to Pledgor from Secured Party and a failure by Pledgor to cure same within 30 days:  

(a)failure by any Pledgor to observe or perform any agreements, conditions, undertakings or covenants in this Agreement; 

(b)a representation or warranty made in this Agreement or in the Note shall prove to have been false or erroneous in any material respect when made; or 

(c)the occurrence of any default or breach by any Pledgor under the Note. 

9.Remedies. If any Event of Default shall have occurred: 

(a)Secured Party may exercise in respect of the Pledged Collateral still in his possession or under his control, in addition to other rights and remedies provided for herein or otherwise available to them, all the rights and remedies of a secured party on default under the Illinois Uniform Commercial Code (as amended from time to time, the “Code”) (whether or not the Code applies to the affected Pledged Collateral), and also may, without notice, sell the Pledged Collateral or any part thereof in one or more parcels for cash, or credit or for future delivery, and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable.  

(b)Any cash held by Secured Party as Pledged Collateral and all cash proceeds received by Secured Party in respect of any sale or, collection from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of Secured Party, be held by Secured Party as collateral for, and/or then, or at any time thereafter, applied (after payment of any amounts payable to Secured Party) in whole or in part by Secured Party against all or any part of Pledgor’s indebtedness to Secured Party under the Note in such order as Secured Party shall elect. 

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10.Continuing Security Interest. The parties hereto intend that this Agreement will constitute a “security agreement”, as such term is defined in the Code, and this Agreement shall: (i) remain in full force and effect until payment in full by Pledgor of the Note and satisfaction of all Obligations to Secured Party; (ii) be binding upon Pledgor and its successors and assigns; and (iii) inure, together with the rights and remedies of Secured Party hereunder, to the benefit of Secured Party and his heirs and personal representatives. Upon the payment in full of the Obligations, the security interest granted hereby shall terminate, all rights to the Pledged Collateral under this Agreement shall revert to Pledgor, and Secured Party shall release or cause to be released to Pledgor all the Pledged Collateral hereunder then held by Secured Party or his designee, if any. Upon any such termination, Secured Party will, at Secured Party’s expense, deliver to Pledgor the original Note for cancellation and execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination.   

11.Amendments, Etc. No modification, amendment or waiver of any provision of this Agreement nor consent to any departure herefrom, shall in any event be effective unless the same shall be in writing and signed by all parties and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No delay or omission on the part of Secured Party in exercising any right shall operate as a waiver of such right or any other right and a waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All of Secured Party’s rights and remedies, whether evidenced hereby or by any other agreement, instrument or paper, shall be cumulative and may be exercised singularly or concurrently. 

12.Addresses for Notices. All notices and other communications provided for hereunder shall be in writing and shall be deemed to have been duly given, made and received when deposited in the United States mail, by registered or certified mail, return receipt requested, sent by national overnight express carrier or hand delivered to the addresses of the parties set forth as follows: 

If to Pledgor:Gerard M. Jacobs 

LFTD Partners Inc.

Lifted Liquids, Inc.

4227 Habana Ave.

Jacksonville, FL 32217

 

If to Secured Party:Nicholas S. Warrender 

328 55^th Street B

Kenosha, WI 53140

 

With a copy to:

 

Fox Rothschild LLP

321 N. Clark St., Suite 1600

Chicago, IL 60654

Attention:  Marc C. Smith

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No change of address by Pledgor shall be effective against Secured Party unless Pledgor shall have advised Secured Party of such change by a notice conforming to the requirements set forth above.

13.Severability. In case any lien, security interest or other right of any party hereto shall be held to be invalid, illegal or unenforceable, such invalidity, illegality and/or unenforceability shall not affect any other lien, security interest or other right granted hereby. 

14.Construction Governing Law. The headings preceding the text of sections of this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning, construction or effect. This Agreement and the Note contain the entire agreement between the parties relating to the subject matter hereof and all prior and contemporaneous representations, promises and conditions, whether oral or written, in connection with the subject matter hereof and thereof are merged herein. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without reference to conflicts of laws principles and without regard to any rule of construction relating to which party drafted this Agreement. 

15.Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original and all of which when taken together will constitute one Agreement. This Agreement will become binding when one or more counterparts hereof, individually or taken together, will bear the signatures of all of the parties reflected hereon as the signatories hereto. 

[Remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed and delivered effective as of the day and year first written above.

			SECURED PARTY:
WITNESS:
/s/ Maria Wolyn			/s/ Nicholas S. Warrender
Name: Maria Wolyn			Nicholas S. Warrender
			PLEDGORS:
ATTEST:			LFTD PARTNERS INC.
By:	/s/ Grace Roberti		By:	/s/ Gerard M. Jacobs
Name: Grace Roberti			Name: Gerard M. Jacobs
			LIFTED LIQUIDS, INC.
			By:	/s/ Gerard M. Jacobs
			Name: Gerard M. Jacobs

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EXHIBIT A

 

PLEDGED COLLATERAL

 

LFTD PARTNERS INC.
Entity	No. of Shares/Units	Percentage of Total Shares/Units

 

Lifted Liquids, Inc.
Entity	No. of Shares/Units	Percentage of Total Shares/Units

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AGREEMENT

 

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”), 95^th 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”. 

 

In consideration of the mutual covenants and agreements hereafter set forth, and for other valuable consideration the receipt and adequacy of which is agreed upon and acknowledged by each of the Parties, the Parties have executed this Agreement, intending to be legally bound hereby:

 

1. In the negotiation and execution of this Agreement, LSFP has been represented by the Compensation Committee of the board of directors of LSFP, which consists of LSFP’s four independent board members (the “Compensation Committee”). The Compensation Committee believes that the terms and conditions of this Agreement are in the best interests of LSFP.

 

2. Reference is hereby made to that certain Agreement and Plan of Merger by and among LSFP, Lifted, GMJ, WCJ, Warrender Enterprise Inc. and NSW (the “Merger Agreement”). Words and terms defined in the Merger Agreement are used herein with the same meaning. Pursuant to the terms of the Promissory Note payable by LSFP to NSW that was issued at the closing of the Merger on February 24, 2020, LSFP owes NSW $3,750,000 accruing interest at the rate of 2% annually (the “Promissory Note Principal Plus Accrued Interest”). On or before December 31, 2021, LSFP shall repay to NSW the Promissory Note Principal Plus Accrued Interest. On or before January 3, 2022, NSW shall loan to LSFP $2,750,000 accruing interest at the rate of 2.5% annually, evidenced by a new promissory note (the “New Promissory Note”) in the same form as the current Promissory Note secured by the same collateral as the current Promissory Note, excepting only that (a) the principal of the New Promissory Note shall be $2,750,000 rather than $3,750,000, (b) the principal of the New Promissory Note shall be paid off by LSFP in five semi-annual payments to NSW of $458,333 and a sixth and final semi-annual payment to NSW of $458,335, in each case plus accrued interest, starting on June 30, 2022, and (c) all remaining principal and all accrued interest on the New Promissory Note shall be subject to mandatory prepayment by LSFP to NSW within two business days following the closing of any debt or equity capital raise by LSFP following the date of this Agreement in the amount of $8,000,000 or more. 

 

3. Reference is hereby made to that certain Compensation Agreement dated as of June 19, 2019 (the “Compensation Agreement”), and that certain Amendment No. 1 to Compensation Agreement dated as of December 1, 2020 (the “Amendment No. 1”) (the Compensation Agreement as amended by Amendment No. 1, the “Amended Compensation Agreement”). The Compensation Agreement contemplated an aggregate of $350,000 being paid by LSFP to GMJ and WCJ upon the closing of LSFP’s acquisition of Lifted and an aggregate of $350,000 being paid by LSFP to GMJ and WCJ upon December 1, 2020, but such payments

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were not timely made, and pursuant to the Amendment No. 1 such aggregate of $700,000 of compensation was deferred and made due and payable by LSFP to GMJ and WCJ together with interest accrued at the rate of 2% annually commencing January 1, 2021, upon demand by GMJ and WCJ, and to date only $58,438.50 of such deferred compensation has been paid to date to GMJ (the remaining unpaid deferred compensation together with accrued interest is hereby referred to as the “Deferred Compensation”). The Deferred Compensation shall be paid by LSFP to GMJ and WCJ on or before January 6, 2022, and simultaneously with such payment of the Deferred Compensation, LSFP shall pay WCJ a bonus of $300,000.

 

4. The Amended Compensation Agreement provides that an aggregate of $350,000 shall be paid by LSFP to GMJ and WCJ on December 1, 2021, but has not yet been paid (the “December 1, 2021 Compensation”). The December 1, 2021 Compensation is hereby terminated. Provided that GMJ and WCJ have not resigned as officers of LSFP, on or before December 31, 2022, an aggregate of $500,000 in bonuses shall be paid by LSFP to GMJ and WCJ.

 

5. Reference is hereby made to those certain Executive Employment Agreements dated February 24, 2020 between LSFP and GMJ, WCJ and NSW, respectively (collectively the “Executive Employment Agreements”). Words and terms defined in the Executive Employment Agreements are used herein with the same meaning. Commencing January 1, 2022, the Base Salary under each of the Executive Employment Agreements shall be increased from $100,000 to $250,000 per year.

 

6. Notwithstanding anything to the contrary set forth in the Executive Employment Agreements, the company-wide Bonus Pool for 2021 shall be $1,559,335 (the “Modified 2021 Bonus Pool Amount”), which is the aggregate amount that has already been accrued for in LSFP’s financial statements covering the period from January 1, 2021 through September 30, 2021, and such Modified 2021 Bonus Pool Amount shall be paid by LSFP, and allocated and distributed in accordance with unanimous written instructions from GMJ, WCJ and NSW, on or before March 15, 2022.

 

7. The amount by which the company-wide Bonus Pool for 2021 as calculated in accordance with the Executive Employment Agreements as in effect prior to the execution and delivery of this Agreement exceeds the Modified 2021 Bonus Pool Amount shall be paid by LSFP, and allocated and distributed in accordance with unanimous written instructions from GMJ, WCJ and NSW, in three equal quarterly payments, starting on June 30, 2022.

 

8. Reference is hereby made to that certain Commercial Lease dated December __, 2020, by and between Holdings and Lifted (the “Lease”). Words and terms defined in the Lease are used herein with the same meaning. Notwithstanding anything to the contrary set forth in the Lease, Lifted shall purchase the Property from Holdings on or before December 31, 2022, for a fixed purchase price equal to $1,375,000.

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9. Commencing on March 31, 2022, each of the non-officer members of the board of directors of LSFP shall receive a quarterly fee of $4,000 from LSFP.

 

10. Excepting only as expressly modified or amended pursuant to this Agreement, all other terms and conditions of the Merger Agreement, the Amended Compensation Agreement, the Executive Employment Agreements, the Lease, and all other agreements among any of the Parties shall remain in full force and effect following the execution and delivery of this Agreement.

 

In Witness Whereof, the Parties have executed and delivered this Agreement as of the date first set forth above.

 

LFTD PARTNERS INC. f/k/a ACQUIRED SALES CORP.,

a Nevada corporation

 

By	/s/ Joshua A. Bloom		/s/ Gerard M. Jacobs
	Joshua A. Bloom, Director and		Gerard M. Jacobs, in his individual
	Chairman of the Compensation		Capacity
	Committee of the Board of
	Directors of LFTD Partners Inc.
LIFTED LIQUIDS, INC.,
an Illinois corporation
By	/s/ Nicholas S. Warrender		/s/ William C. Jacobs
	Nicholas S. Warrender, CEO of		William C. Jacobs, in his individual
	Lifted Liquids, Inc.		Capacity
	95th HOLDINGS, LLC,
	a Wisconsin limited liability company
By	/s/ Nicholas S. Warrender		/s/ Nicholas S. Warrender
	Nicholas S. Warrender,		Nicholas S. Warrender, in his individual
			capacity

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