Letter of Intent - TMD

 

This Letter of Intent - TMD (this “LOI”) dated as of February 19, 2025, is made and entered into by and among

 

LFTD Partners Inc., a Nevada corporation ("LIFD") and Lifted Liquids, Inc., an Illinois corporation ("Lifted"),

 

and

 

Gerard M. Jacobs, a Florida resident ("GMJ"), Nicholas S. Warrender, a Florida resident ("NSW") and William C. Jacobs, a Florida resident ("WCJ"),

 

and

 

Sustainable Innovations Inc., an Illinois corporation (“SI”), and TMD Ventures, LLC, a Pennsylvania limited liability company (“TMD”),

 

and

 

L. John Murray, an Illinois resident ("JM"), Karim "Joe" Murray, an Alabama resident ("KM"), and Erik Carlson, an Illinois resident ("EC").

 

LIFD, Lifted, GMJ, NSW, WCJ, SI, TMD, JM and EC are hereafter sometimes referred to individually as a "Party" and collectively as the "Parties".

 

GMJ, NSW and WCJ are hereafter sometimes referred to collectively as the "LIFD Executives". LIFD, Lifted, and the LIFD Executives are hereafter sometimes referred to collectively as the "LIFD Group".

 

JM, KM and EC are hereafter sometimes referred to collectively as the "Sustainable Executives". SI, TMD, and the Sustainable Executives are hereafter sometimes referred to collectively as the "TMD Group".

 

The LIFD Executives and the Sustainable Executives are hereafter sometimes referred to individually as a "Senior Executive" and collectively as the "Senior Executive Group".

 

RECITALS 

 

Whereas, TMD holds a long-term lease of space located in Skokie, Illinois; and

 

Whereas, LIFD believes that acquiring TMD is in the best interests of LIFD and LIFD's stockholders;

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Now, Therefore, in consideration of the mutual agreements and covenants hereafter set forth, the Parties hereby agree as follows, intending to be legally bound hereby:

 

1. Agreements, Representations and Warranties of LIFD Group

 

As an inducement to the TMD Group to enter into this LOI, the LIFD Group hereby agrees, represents, warrants and covenants as follows:

 

(A) Ownership. LIFD is owned by the holders of its common stock (collectively the "LIFD Stockholders") and by the holders of its Series A and Series B convertible preferred stock.  

 

(B) Governance. LIFD is governed by a Board of Directors, consisting of GMJ (Chairman), NSW (Vice Chairman), Joshua Bloom, Sharial Howard, James Jacobs, WCJ, Vincent Mesolella, Richard Morrissy, and Kevin Rocio (collectively the "LIFD Board"). GMJ is the CEO of LIFD, NSW is the COO of LIFD, and WCJ is the President and CFO of LIFD.  

 

(C) Wholly Owned Subsidiary. LIFD owns 100% of the common stock of Lifted, which sometimes does business as "Lifted Made" or as "Urb". NSW is the founder and CEO of Lifted, and WCJ is the President of Lifted. 

 

2. Agreements, Representations and Warranties of the Marijuana Group

 

As an inducement to the LIFD Group to enter into this LOI, the TMD Group hereby agrees, represents, warrants and covenants as follows:

 

(A) Ownership. The persons and entities who own SI and TMD (individually an "Owner" and collectively the "Owners"), and their respective ownership percentages thereof, are specified in that certain TMD Ownership Letter dated the date hereof from the Sustainable Executives to the LIFD Executives (the "Ownership Letter"), and during the period from the date hereof through the date of the Closing (as defined below) or the date of the termination of this LOI, there shall be no changes to such ownership and respective ownership percentages. 

 

(B) Governance.  

 

(1) SI. SI is governed by a Board of Directors, consisting of JM, EC, Emily Newbury, David Nissman and Imran Mirza (collectively the “SI Board”). JM is the President of SI.  

 

(2) TMD. TMD is governed by its Managers, consisting of JM and EC (collectively the "Managers"). 

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(C) Assets to be Owned by TMD as of the date of the Closing ("Closing Date"). TMD shall own the following asset as of the Closing Date: A leasehold interest in approximately 18,558 rentable square feet located at 7537 Central Ave., Skokie, IL 60077, pursuant to that certain Lease Agreement dated December 6, 2022 by and between Amy and Connor, LLC, as landlord ("Landlord") and TMD, as tenant (the "Skokie Lease"). As of the Closing Date, the Skokie Lease shall be in full force and effect and legally binding, without any outstanding defaults by TMD (as tenant) thereunder. 

 

TMD has not yet engaged in any business, and as of the Closing Date TMD shall not yet have engaged in any business.

 

(D) Visco Parties and Entities. The Estate of Christine Visco (the "Visco Estate") is the primary owner of Illinois Kindness Three LLC, an Illinois limited liability company ("IK3"). The Executor of the Visco Estate is Candace Centeno (the “Visco Executor”). IK3 is managed by its Managers, Molly Dunne and Candace Centeno. (collectively the “IK3 Managers”). IK3 is owned by its members (collectively the “IK3 Members”). 

 

(E) TMD Purchase Agreement. SI, the Visco Estate, and TMD entered into that certain Membership Interest Purchase Agreement dated as of November 8, 2024 (the "TMD Purchase Agreement"), pursuant to which SI acquired 100% of the ownership interests in TMD from the Visco Estate.   

 

3. Conditions Precedent to the Closing

 

The following shall be conditions precedent to the Closing (the "Conditions Precedent"):

 

(A) The TMD Group's agreements, representations, warranties and covenants set forth in Section 2 above shall be fulfilled and accurate on or before the Closing Date. Without limiting the generality of the foregoing, on or prior to the Closing Date:  

 

(B) The Merger Agreement (as defined below) and all of the other transactions contemplated by this LOI shall have been approved in writing by LIFD, by a majority of the LIFD Board, by a majority of the LIFD Stockholders if such approval is required under Nevada law, and by the Merger Subsidiary (as defined below); 

 

(C) The Merger Agreement and all of the other transactions contemplated by this LOI shall have been unanimously approved in writing: by each of the Owners; by the SI Board; and by the Managers of TMD; 

 

(D) The Merger Agreement shall have been approved by LIFD's lender, Surety Bank of DeLand, Florida; 

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(E) All necessary securities filings in regard to the Merger (as defined below) shall have been filed, and any necessary approvals shall have been obtained from the U.S. Securities and Exchange Commission (the "SEC"), all in the opinion of LIFD's securities attorney David Hunt of Salt Lake City, Utah;  

 

(F) LIFD's outside firm of certified public accountants, Fruci & Associates II, PLLC of Spokane, Washington ("Fruci") shall have agreed with LIFD that the financial statements of SI and TMD for fiscal years 2023 and 2024 are not required to be audited, or, alternatively, any needed audits and audit opinion letters associated with the Merger shall have been delivered by Fruci to LIFD, and such audits and opinion letters shall have been acceptable to LIFD in form and substance in its discretion; and 

 

(G) Any necessary approvals of or consents to the Merger, or to the executives, directors or stockholders of LIFD or its subsidiaries, shall have been obtained from the State of Illinois and its departments and agencies, and from any other governmental bodies having any approval rights thereof (collectively the "Governmental Approvals"). 

 

4. The Closing

 

Following the successful fulfillment all of the Conditions Precedent, the Parties shall proceed to a closing (the "Closing") to be held on the Closing Date at the offices of law firm Fox Rothschild LLP in Chicago, at which the following shall occur:

 

(A) TMD shall merge with and into a newly formed, wholly owned subsidiary of LIFD (the "Merger Subsidiary") pursuant to a mutually acceptable merger agreement (the "Merger Agreement"), under which Merger Agreement LIFD shall acquire, via merger (the "Merger"), 100% of the ownership interests in TMD, and TMD shall be the surviving entity in such Merger. The Merger Agreement shall, among other things, contain representations, warranties, covenants, conditions, and indemnification provisions customary to transactions like the Merger (for example but without limitation, representations, warranties, covenants, conditions, and indemnification provisions similar to those contained in the agreements used by LIFD in its acquisition of Lifted on February 24, 2020.) Without limiting the generality of the foregoing, the Merger Agreement shall include an accurate list of TMD's licenses, assets, liabilities and contracts as of the Closing Date, certified to LIFD in writing by the Sustainable Executives, and such list must be acceptable to LIFD in its discretion; and    

 

(B) The merger consideration to be paid by LIFD in the Merger pursuant to which LIFD shall acquire 100% of the ownership interests in TMD shall consist of Two Million (2,000,000) shares of unregistered common stock of LIFD ("LIFD Shares"). Such LIFD Shares shall be allocated and distributed among the Owners of TMD in the Merger as specified in the Merger Agreement.    

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5. Pending Discussions and Negotiations

 

SI and TMD have already entered into discussions and negotiations with certain third parties related to certain potential agreements and arrangements. The Sustainable Executives agree and covenant that prior to the Closing they shall use good faith efforts to collaborate with LIFD Group regarding these discussions and negotiations.

 

6. No Shop Clause

 

During the period between the signing of this LOI and either the termination of this LOI or the execution of the Merger Agreement, SI, TMD and the Sustainable Executives and their lawyers, agents and representatives 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 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 business that would or might delay or make more costly or difficult the closing of the Merger. The Merger Agreement shall include similar covenants regarding the period (if any) between the signing of the Merger Agreement and the Closing or the termination of the Merger Agreement.

 

During the period between the signing of this LOI and the execution and delivery of the Merger Agreement or the termination of this LOI, the Sustainable Executives shall operate SI, TMD and their affiliates only in accordance with the ordinary, normal and customary course thereof consistent with past practices, or as otherwise contemplated in this LOI.

 

7. Good Faith Efforts to Close

 

Each of the Parties agrees and covenants to use good faith efforts to cause the Merger to close as soon as practicable, subject to the fulfillment of all of the terms, conditions and requirements set forth in this LOI and in the Merger Agreement.

 

8. Termination of this LOI and the Merger Agreement

 

The Parties agree and acknowledge that there is considerable time pressure to proceed forward to a closing of the Merger as soon as possible. Either Party shall have the unilateral right to terminate this LOI, without any payment by or penalty due from any party, if such Party in good faith believes that the terms, conditions and requirements that must be met in order for the Closing to occur cannot reasonably be met on or before March 15, 2025, or if 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 Mergers as impacted by such court or SEC action, provided, however, that if one or more of the Conditions Precedent, such as Governmental Approvals referred to in Section 3(G)

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above, cannot reasonably be met on or before March 15, 2025, then the Parties shall meet and use good faith efforts in an attempt to fashion a mutually acceptable interim arrangement that would accommodate a delay in the Closing Date to a date after March 15, 2025.

 

9. Miscellaneous

 

(A) Each of the Parties shall bear its or his own fees and expenses in connection with the proposed transactions. Without limiting the generality of the foregoing, each of the Parties 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.  

 

(B) LIFD shall be permitted to publicly disclose the terms and conditions of this LOI and the Merger Agreement in its SEC filings, press releases, conference calls, and investor relations efforts, and the Parties shall use good faith efforts to cooperate therewith. 

 

(C) The Parties acknowledge that LIFD is a publicly traded company and that unauthorized disclosure of any material non-public information regarding LIFD or the transactions contemplated by this LOI could subject the disclosing party to scrutiny and potential liability under applicable securities laws and regulations. 

 

In Witness Whereof, the Parties have executed and delivered this LOI as of the date first written above. 

 

LFTD Partners Inc., a Nevada corporation

 

By  /s/ Gerard M. Jacobs                

Gerard M. Jacobs, CEO 

 

 

Lifted Liquids, Inc., an Illinois corporation  

 

By  /s/ Nicholas S. Warrender         

Nicholas S. Warrender, CEO 

 

  /s/ Gerard M. Jacobs                          

Gerard M. Jacobs, a Florida resident

 

  /s/ Nicholas S. Warrender                  

Nicholas S. Warrender, a Florida resident

 

  /s/ William C. Jacobs                      

William C. Jacobs, a Florida resident

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Sustainable Innovations Inc., an Illinois corporation

 

By  /s/ L. John Murray                      

L. John Murray, its authorized representative 

 

 

TMD Ventures, LLC, a Pennsylvania limited liability company

 

By  /s/ Karim J. Murray              

Karim "Joe" Murray, its authorized representative 

 

 

  /s/ L. John Murray                     

L. John Murray, an Illinois resident

 

 

  /s/ Erik Carlson                       

Erik Carlson, an Illinois resident  

 

 

  /s/ Karim J. Murray                         

Karim "Joe" Murray, an Alabama resident  

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Letter of Intent - Hemp and Retail

 

This Letter of Intent - Hemp and Retail (this “LOI”) dated as of February 19, 2025, is made and entered into by and among

 

LFTD Partners Inc., a Nevada corporation ("LIFD") and Lifted Liquids, Inc., an Illinois corporation ("Lifted"),

 

and

 

Gerard M. Jacobs, a Florida resident ("GMJ"), Nicholas S. Warrender, a Florida resident ("NSW") and William C. Jacobs, a Florida resident ("WCJ"),

 

and

 

Sustainable Growers, LLC, an Illinois limited liability company (“SG”), Sustainable Innovations Development Company, LLC, an Illinois limited liability company (“SIDC”), Buckbee Seed Co., LLC, an Illinois limited liability company (“BSC”), Buckbee Seed Company, LLC, SEED II, an Illinois limited liability company (“Mrs. Buckbee’s”), Downtown Rockford Restaurant, LLC, an Illinois limited liability company (“District”), and Northtown Restaurant, LLC, an Illinois limited liability company (“Half Baked”),

 

and

 

L. John Murray, an Illinois resident ("JM") and Erik Carlson, an Illinois resident ("EC").

 

and

 

Billy Ni, an Illinois resident ("Ni").

 

LIFD, Lifted, GMJ, NSW, WCJ, SG, SIDC, BSC, Mrs. Buckbee's, District, Half Baked, JM, EC and Ni are hereafter sometimes referred to individually as a "Party" and collectively as the "Parties".

 

GMJ, NSW and WCJ are hereafter sometimes referred to collectively as the "LIFD Executives". LIFD, Lifted, and the LIFD Executives are hereafter sometimes referred to collectively as the "LIFD Group".

 

JM and EC are hereafter sometimes referred to collectively as the "Sustainable Executives". SG, SIDC, BSC, Mrs. Buckbee's, District and Half Baked are hereafter sometimes referred to collectively as the "Hemp and Retail Companies". The Hemp and Retail Companies, the Sustainable Executives, and Ni are hereafter sometimes referred to collectively as the "Hemp and Retail Group".

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The LIFD Executives and the Sustainable Executives are hereafter sometimes referred to individually as a "Senior Executive" and collectively as the "Senior Executive Group".

 

RECITALS

 

Whereas, LIFD wishes to expand its hemp business and to enter the retail food and beverage industry in the United States;

 

Whereas, the Hemp and Retail Companies own all or 50% of certain valuable hemp and retail food and beverage businesses; and

 

Whereas, LIFD believes that acquiring the Hemp and Retail Companies is in the best interests of LIFD and LIFD's stockholders;

 

Now, Therefore, in consideration of the mutual agreements and covenants hereafter set forth, the Parties hereby agree as follows, intending to be legally bound hereby:

 

1. Agreements, Representations and Warranties of LIFD Group

 

As an inducement to the Hemp and Retail Companies to enter into this LOI, the LIFD Group hereby agrees, represents, warrants and covenants as follows:

 

(A) Ownership. LIFD is owned by the holders of its common stock (collectively the "LIFD Stockholders") and by the holders of its Series A and Series B convertible preferred stock.  

 

(B) Governance. LIFD is governed by a Board of Directors, consisting of GMJ (Chairman), NSW (Vice Chairman), Joshua Bloom, Sharial Howard, James Jacobs, WCJ, Vincent Mesolella, Richard Morrissy, and Kevin Rocio (collectively the "LIFD Board"). GMJ is the CEO of LIFD, NSW is the COO of LIFD, and WCJ is the President and CFO of LIFD.  

 

(C) Wholly Owned Subsidiary. LIFD owns 100% of the common stock of Lifted, which sometimes does business as "Lifted Made" or as "Urb". NSW is the founder and CEO of Lifted, and WCJ is the President of Lifted. 

 

2. Agreements, Representations and Warranties of the Hemp and Retail Group

 

As an inducement to the LIFD Group to enter into this LOI, the Hemp and Retail Group hereby agrees, represents, warrants and covenants as follows:

 

(A) Ownership. The persons and entities who own the Hemp and Retail Companies (individually an "Owner" and collectively the "Owners") and their respective ownership percentages thereof, are specified in that certain Hemp and Retail Ownership Letter dated the  

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date hereof from the Sustainable Executives to the LIFD Executives (the "Ownership Letter"), and during the period from the date hereof through the date of the Closing (as defined below) or the date of the termination of this LOI, there shall be no changes to such ownership and respective ownership percentages.

 

(B) Governance. Each of the SG, SIDC, BSC and Mrs. Buckbee's is governed by its Managers, consisting of JM and EC (collectively the "Managers"), and each of District and Half Baked is governed by its Managers, consisting of JM, EC and Ni (collectively the "Bar Managers"). 

 

(C) Assets to be Owned by the Hemp and Retail Companies as of the date of the Closing ("Closing Date"). Each of the following entities shall own the following assets as of the Closing Date, respectively: 

 

(1) SG:  100% of the ownership interests in SIDC and BSC; 

 

(2) BSC:  100% of the ownership interests in Mrs. Buckbee's, and 50% of the ownership interests in each of District and Half Baked; 

 

(3) Mrs. Buckbee's: All rights, titles and interests in the brand names Mrs. Buckbee's and Wake N Bakery, and in the lease (the "Mrs. Buckbee's Lease") of 275 Deane Drive, Rockford, IL 61107, free and clear of all debts, liabilities, mortgages, liens, income taxes, other taxes, assessments, claims, or other encumbrances of any type or nature whatsoever excepting only debts, liabilities, mortgages, liens, income taxes, other taxes, assessments, claims, or other encumbrances of any type or nature whatsoever incurred by Mrs. Buckbee's in the ordinary course of Mrs. Buckbee's Wake N Bakery's business;  

 

(4) District: All rights, titles and interests in in the brand name District Bar & Grill, and in the lease (the "District Lease") of 205 W. State St., Rockford, IL 61101, free and clear of all debts, liabilities, mortgages, liens, income taxes, other taxes, assessments, claims, or other encumbrances of any type or nature whatsoever excepting only debts, liabilities, mortgages, liens, income taxes, other taxes, assessments, claims, or other encumbrances of any type or nature whatsoever incurred by District in the ordinary course of District Bar & Grill's business; and 

 

(5) Half Baked: All rights, titles and interests in the brand name Half Baked Bar, and in the lease (the "Half Baked Lease") of 908 W. Riverside, Rockford, IL 61103, free and clear of all debts, liabilities, mortgages, liens, income taxes, other taxes, assessments, claims, or other encumbrances of any type or nature whatsoever excepting only debts, liabilities, mortgages, liens, income taxes, other taxes, assessments, claims, or other encumbrances of any type or nature whatsoever incurred by Half Baked in the ordinary course of Half Baked's business. 

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(E) Leases.

 

(1) Mrs. Buckbee's Lease. As of the Closing Date, the Mrs. Buckbee's Lease shall be in full force and effect and legally binding, without any outstanding defaults by Mrs. Buckbee's (as tenant) thereunder; 

 

(2) District Lease. As of the Closing Date, the District Lease shall be in full force and effect and legally binding, without any outstanding defaults by District (as tenant) thereunder; and 

 

(3) Half Baked Lease. As of the Closing Date, the Half Baked Lease shall be in full force and effect and legally binding, without any outstanding defaults by Half Baked (as tenant) thereunder;  

 

(F) Operations Prior to the Closing Date. 

 

(1) From and after the date of this LOI through the Closing Date, each of the Hemp and Retail Companies shall continue to operate in due course and consistently with their historical practices;  

 

(2) From and after the date of this LOI through the Closing Date, any and all after-tax free cash flow generated by SG, SIDC, BSC and Mrs. Buckbee's, or generated by BSC's 50% ownership interests in District and Half Baked, shall be deposited by SG, SIDC, BSC, Mrs. Buckbee's, District and Half Baked into checking accounts at Surety Bank in the names of SG, SIDC, BSC (in the case of after-tax free cash flow generated by BSC or by BSC's 50% ownership interests in District and Half Baked) and Mrs. Buckbee's, and shall not be otherwise paid out, distributed or dissipated prior to the Closing Date; and   

 

(3) From and after the date of this LOI through the Closing Date, all leases, contracts, agreements, books, records, profit and loss statements, balance sheets, cash flow statements, distribution records, bank statements, borrowings, other material documents, and tax returns, of each of SG, SIDC, BSC, Mrs. Buckbee's, District and Half Baked shall be diligently, accurately and professionally prepared and maintained in accordance with all applicable laws, rules and regulations, and shall be made available for review and copying by LIFD upon reasonable advance notice; and 

 

(G) The Sustainable Executives shall use good faith efforts to facilitate discussions by and among the Senior Executive Group and Ni, regarding the potential terms and conditions pursuant to which LIFD or its designee might acquire Ni's 50% ownership interests in District and Half Baked. 

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3. Conditions Precedent to the Closing

 

The following shall be conditions precedent to the Closing (the "Conditions Precedent"):

 

(A) The Hemp and Retail Group's agreements, representations, warranties and covenants set forth in Section 2 above shall be fulfilled and accurate on or before the Closing Date; 

 

(B) The Merger Agreement (as defined below) and all of the other transactions contemplated by this LOI shall have been approved in writing by LIFD, by a majority of the LIFD Board, by a majority of the LIFD Stockholders if such approval is required under Nevada law, and by the Merger Subsidiary (as defined below); 

 

(C) The Merger Agreement and all of the other transactions contemplated by this LOI shall have been unanimously approved in writing: by each of the Owners; by the Managers of SG, SIDC, BSC and Mrs. Buckbee's; and by the Bar Managers of District and Half-Baked; 

 

(D) The Merger Agreement shall have been approved by LIFD's lender, Surety Bank of DeLand, Florida; 

 

(E) All necessary securities filings in regard to the Merger (as defined below) shall have been filed, and any necessary approvals shall have been obtained from the U.S. Securities and Exchange Commission (the "SEC"), all in the opinion of LIFD's securities attorney David Hunt of Salt Lake City, Utah; and  

 

(F) LIFD's outside firm of certified public accountants, Fruci & Associates II, PLLC of Spokane, Washington ("Fruci") shall have audited the financial statements of the Hemp and Retail Companies for fiscal years 2023 and 2024 in accordance with U.S. generally accepted accounting principles (and potentially, after Fruci has reviewed the Hemp and Retail Companies' financial statements for quarterly periods during 2025), and such audited financial statements and audit opinion letters associated with the Merger (collectively the "Audit") shall have been delivered by Fruci to LIFD, all as shall be necessary to allow SG to be acquired by LIFD pursuant to all applicable SEC and FASB rules and regulations, and to allow LIFD to timely file all necessary securities filings with the SEC, and the Audit shall have been acceptable to LIFD in its discretion. The Hemp and Retail Group shall use good faith efforts to cause the Audit to be completed as promptly as possible.  

 

4. The Closing

 

Following the successful fulfillment all of the Conditions Precedent, the Parties shall proceed to a closing (the "Closing") to be held on the Closing Date at the offices of law firm Fox Rothschild LLP in Chicago, at which the following shall occur:

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(A) SG shall merge with and into a newly formed, wholly owned subsidiary of LIFD (the "Merger Subsidiary") pursuant to a mutually acceptable merger agreement (the "Merger Agreement"), pursuant to which Merger Agreement LIFD shall acquire, via merger (the "Merger"), 100% of the ownership interests in SG, and SG shall be the surviving entity in the Merger. The Merger Agreement shall, among other things, contain representations, warranties, covenants, conditions, and indemnification provisions customary to transactions like the Merger (for example but without limitation, representations, warranties, covenants, conditions, and indemnification provisions similar to those contained in the agreements used by LIFD in its acquisition of Lifted on February 24, 2020.) Without limiting the generality of the foregoing, the Merger Agreement shall include an accurate list of each of the Hemp and Retail Companies' assets, liabilities and contracts as of the Closing Date, certified to LIFD in writing by the Sustainable Executives, and such list must be acceptable to LIFD in its discretion; and 

 

(B) The merger consideration to be paid by LIFD in the Merger pursuant to which LIFD shall acquire 100% of the ownership interests in SG shall consist of Two Million Two Hundred Ninety Thousand Seven Hundred Seventy-Seven (2,290,777) shares of unregistered common stock of LIFD ("LIFD Shares"). Such LIFD Shares shall be allocated and distributed among the Owners of SG in the Merger as specified in the Merger Agreement.    

 

5. Pending Discussions/Negotiations

 

The Sustainable Executives have already entered into discussions and negotiations related to certain potential agreements and arrangements regarding the Hemp and Retail Companies, such as the potential for franchising Mrs. Buckbee's. The Sustainable Executives agree and covenant that prior to the Closing they shall use good faith efforts to collaborate with LIFD Group regarding these discussions and negotiations.

 

6. No Shop Clause

 

During the period between the signing of this LOI and either the termination of this LOI or the execution of the Merger Agreements, SG and the Sustainable Executives and their lawyers, agents and representatives 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 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 business that would or might delay or make more costly or difficult the closing of the Merger. The Merger Agreement shall include similar covenants regarding the period (if any) between the signing of the Merger Agreement and the Closing or the termination of the Merger Agreement.

 

During the period between the signing of this LOI and the execution and delivery of the Merger Agreement or the termination of this LOI, the Sustainable Executives shall operate the Hemp and

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Retail Companies and their affiliates only in accordance with the ordinary, normal and customary course thereof consistent with past practices, or as otherwise contemplated in this LOI.

 

7. Good Faith Efforts to Close

 

Each of the Parties agrees and covenants to use good faith efforts to cause the Merger to close as soon as practicable, subject to the fulfillment of all of the terms, conditions and requirements set forth in this LOI and in the Merger Agreement.

 

8. Termination of this LOI and the Merger Agreement

 

The Parties agree and acknowledge that there is considerable time pressure to proceed forward to a closing of the Merger as soon as possible. Either Party shall have the unilateral right to terminate this LOI, without any payment by or penalty due from any party, if such Party in good faith believes that the terms, conditions and requirements that must be met in order for the Closing to occur cannot reasonably be met, or if 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 Merger as impacted by such court or SEC action. Provided, that the Parties expressly agree and acknowledge that the timing of completion of the Audit is uncertain, and none of the Parties shall use any delay in the timing of completion of the Audit as an excuse to terminate either this LOI or the Merger Agreement as long as the Hemp and Retail Group is using good faith efforts to complete the Audit in a commercially reasonable fashion and time frame.

 

9. Miscellaneous

 

(A) Each of the Parties shall bear its or his own fees and expenses in connection with the proposed transactions. Without limiting the generality of the foregoing, each of the Parties 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.  

 

(B) LIFD shall be permitted to publicly disclose the terms and conditions of this LOI and the Merger Agreement in its SEC filings, press releases, conference calls, and investor relations efforts, and the Parties shall use good faith efforts to cooperate therewith. 

 

(C) The Parties acknowledge that LIFD is a publicly traded company and that unauthorized disclosure of any material non-public information regarding LIFD or the transactions contemplated by this LOI could subject the disclosing party to scrutiny and potential  

liability under applicable securities laws and regulations.

 

In Witness Whereof, the Parties have executed and delivered this LOI as of the date first written above. 

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LFTD Partners Inc., a Nevada corporation

By  /s/ Gerard M. Jacobs                     

Gerard M. Jacobs, CEO 

Lifted Liquids, Inc., an Illinois corporation  

 

By  /s/ Nicholas S. Warrender            

Nicholas S. Warrender, CEO 

 

 

  /s/ Gerard M. Jacobs                      

Gerard M. Jacobs, a Florida resident

 

  /s/ Nicholas S. Warrender                   

Nicholas S. Warrender, a Florida resident

 

  /s/ William C. Jacobs                     

William C. Jacobs, a Florida resident

 

 

Sustainable Growers, LLC, an Illinois limited liability company

 

By  /s/ Erik Carlson                        

Erik Carlson, its authorized representative 

 

 

Sustainable Innovations Development Company, LLC, an Illinois limited liability company

 

By  /s/ Erik Carlson                        

Erik Carlson, its authorized representative 

 

Buckbee Seed Co., LLC, an Illinois limited liability company

 

By  /s/ Erik Carlson                        

Erik Carlson, its authorized representative 

 

Buckbee Seed Company, LLC, SEED II, an Illinois limited liability company

 

By  /s/ Erik Carlson                        

Erik Carlson, its authorized representative 

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Downtown Rockford Restaurant, LLC, an Illinois limited liability company

 

By  /s/ Erik Carlson                          

Erik Carlson, its authorized representative 

 

 

Northtown Restaurant, LLC, an Illinois limited liability company  

 

By  /s/ Erik Carlson                          

Erik Carlson, its authorized representative 

 

 

  /s/ L. John Murray                         

L. John Murray, an Illinois resident

 

 

  /s/ Erik Carlson                         

Erik Carlson, an Illinois resident  

 

 

  /s/ Billy Ni                       

Billy Ni, an Illinois resident

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Letter of Intent - Real Estate Companies

 

 

This Letter of Intent - Real Estate Companies (this “LOI”) dated as of February 19, 2025, is made and entered into by and among

 

LFTD Partners Inc., a Nevada corporation ("LIFD") and Lifted Liquids, Inc., an Illinois corporation ("Lifted"),

 

and

 

Gerard M. Jacobs, a Florida resident ("GMJ"), Nicholas S. Warrender, a Florida resident ("NSW") and William C. Jacobs, a Florida resident ("WCJ"),

 

and

 

Sustainable Properties, LLC, an Illinois limited liability company (“SP”), 1221 Research Parkway, LLC, an Illinois limited liability company ("1221"), and 2422 N. Main, LLC, an Illinois limited liability company ("2422"),

 

and

 

L. John Murray, an Illinois resident ("JM"), Joshua Gillan, an Illinois resident ("JG"), and Erik Carlson, an Illinois resident ("EC").

 

LIFD, Lifted, GMJ, NSW, WCJ, SP, 1221, 2422, JM and EC are hereafter sometimes referred to individually as a "Party" and collectively as the "Parties".

 

GMJ, NSW and WCJ are hereafter sometimes referred to individually as a "LIFD Executive" and collectively as the "LIFD Executives". LIFD, Lifted, and the LIFD Executives are hereafter sometimes referred to collectively as the "LIFD Group".

 

JM, JG and EC are hereafter sometimes referred to collectively as the "Sustainable Executives". SP, 1221 and 2422 are hereafter sometimes referred to collectively as the "Real Estate Companies". The Real Estate Companies and the Sustainable Executives are hereafter sometimes referred to collectively as the "Real Estate Group".

 

The LIFD Executives and the Sustainable Executives are hereafter sometimes referred to individually as a "Senior Executive" and collectively as the "Senior Executive Group".

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RECITALS

 

Whereas, LIFD wishes to enter the real estate industry in the United States, by acquiring, developing, owning, leasing and/or selling properties and buildings for various purposes;

 

Whereas, the Real Estate Companies own valuable real estate and buildings located in Rockford, Illinois, that are appropriate for acquisition, development, ownership, leasing and/or sale; and

 

Whereas, LIFD believes that acquiring the Real Estate Companies is in the best interests of LIFD and LIFD's stockholders;

 

Now, Therefore, in consideration of the mutual agreements and covenants hereafter set forth, the Parties hereby agree as follows, intending to be legally bound hereby:

 

1. Agreements, Representations and Warranties of LIFD Group

 

As an inducement to the Real Estate Group to enter into this LOI, the LIFD Group hereby agrees, represents, warrants and covenants as follows:

 

(A) Ownership. LIFD is owned by the holders of its common stock (collectively the "LIFD Stockholders") and by the holders of its Series A and Series B convertible preferred stock.  

 

(B) Governance. LIFD is governed by a Board of Directors, consisting of GMJ (Chairman), NSW (Vice Chairman), Joshua Bloom, Sharial Howard, James Jacobs, WCJ, Vincent Mesolella, Richard Morrissy, and Kevin Rocio (collectively the "LIFD Board"). GMJ is the CEO of LIFD, NSW is the COO of LIFD, and WCJ is the President and CFO of LIFD.  

 

(C) Wholly Owned Subsidiary. LIFD owns 100% of the common stock of Lifted, which sometimes does business as "Lifted Made" or as "Urb". NSW is the founder and CEO of Lifted, and WCJ is the President of Lifted. 

 

2. Agreements, Representations and Warranties of the Real Estate Group

 

As an inducement to the LIFD Group to enter into this LOI, the Real Estate Group hereby agrees, represents, warrants and covenants as follows:

 

(A) Ownership. The persons and entities who own SP (individually an "Owner" and collectively the "Owners"), and their respective ownership percentages thereof, are specified in that certain Real Estate Ownership Letter dated the date hereof from the Sustainable Executives to the LIFD Executives (the "Ownership Letter"), and during the period from the date hereof through the date of the Closing (as defined below) or the date of the termination of this LOI, there shall be no changes to such ownership and respective ownership percentages. 

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(B) Governance. Each of the Real Estate Companies is governed by its Managers, consisting of JM and EC (collectively the "Managers"). 

 

(C) Wholly Owned Subsidiaries. SP owns 100% of the ownership interests in 1221 and 2422.  

 

(D) Assets to be Owned by 1221 and 2422 as of the date of the Closing ("Closing Date"). Each of the following entities shall own the following assets as of the Closing Date, respectively: 

 

(1) SP: 100% of the ownership interests in 1221 and 2422; 

 

(2) 1221: The real estate, building, equipment, fixtures and other improvements located at 1221 Research Parkway, Rockford, IL 61109 (collectively the "Data Center"); and 

 

(3) 2422: The real estate, building, equipment, fixtures and other improvements located at 2422 N. Main Street, Rockford, IL 61103(the "Beverage Building"). 

 

SP, 1221 and 2422 have not engaged in any business, and as of the Closing Date they shall not have engaged in any business.

 

3. Conditions Precedent to the Closing

 

The following shall be conditions precedent to the Closing (the "Conditions Precedent"):

 

(A) The Real Estate Group's agreements, representations, warranties and covenants set forth in Section 2 above shall be fulfilled and accurate on or before the Closing Date;  

 

(B) The Real Estate Group shall have delivered to LIFD clean updated title insurance policies on the Data Center and the Beverage Building; 

 

(C) The Merger Agreement (as defined below) and all of the other transactions contemplated by this LOI shall have been approved in writing by LIFD, by a majority of the LIFD Board, by a majority of the LIFD Stockholders if such approval is required under Nevada law, and by the Merger Subsidiary (as defined below); 

 

(D) The Merger Agreement and all of the other transactions contemplated by this LOI shall have been unanimously approved in writing: by each of the Owners and by the Managers of SP; 

 

(E) The Merger Agreement shall have been approved by LIFD's lender, Surety Bank of DeLand, Florida; 

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(F) All necessary securities filings in regard to the Merger (as defined below) shall have been filed, and any necessary approvals shall have been obtained from the U.S. Securities and Exchange Commission (the "SEC"), all in the opinion of LIFD's securities attorney David Hunt of Salt Lake City, Utah; and 

 

(G) LIFD's outside firm of certified public accountants, Fruci & Associates II, PLLC of Spokane, Washington ("Fruci") shall have agreed with LIFD that the financial statements of the Real Estate Companies for fiscal years 2023 and 2024 are not required to be audited, or, alternatively, any needed audits and audit opinion letters associated with the Merger shall have been delivered by Fruci to LIFD, and such audits and opinion letters shall have been acceptable to LIFD in form and substance in its discretion. 

 

4. The Closing

 

Following the successful fulfillment all of the Conditions Precedent, the Parties shall proceed to a closing (the "Closing") to be held on the Closing Date at the offices of law firm Fox Rothschild LLP in Chicago, at which the following shall occur:

 

(A) SP shall merge with and into a newly formed, wholly owned subsidiary of LIFD (the "Merger Subsidiary") pursuant to a mutually acceptable merger agreement (the "Merger Agreement"), under which Merger Agreement LIFD shall acquire, via merger (the "Merger"), 100% of the ownership interests in SP, and SP shall be the surviving entity in the Merger. The Merger Agreement shall, among other things, contain representations, warranties, covenants, conditions, and indemnification provisions customary to transactions like the Merger (for example but without limitation, representations, warranties, covenants, conditions, and indemnification provisions similar to those contained in the agreements used by LIFD in its acquisition of Lifted on February 24, 2020.) Without limiting the generality of the foregoing, the Merger Agreement shall include an accurate list of each of the Real Estate Companies' assets, liabilities and contracts as of the Closing Date, certified to LIFD in writing by the Sustainable Executives, and such list must be acceptable to LIFD in its discretion; and  

 

(B) The merger consideration to be paid by LIFD in the Merger pursuant to which LIFD shall acquire 100% of the ownership interests in SP shall consist of Seven Hundred Sixty-Three Thousand Five Hundred Ninety-Three (763,593) shares of unregistered common stock of LIFD ("LIFD Shares"). Such LIFD Shares shall be allocated and distributed among the Owners of SP in the Merger as specified in the Merger Agreement.    

 

5. Data Center

 

The Parties agree, understand and acknowledge that, in order to try to obtain approval of the Merger Agreement by LIFD's lender, Surety Bank of DeLand, Florida, it is likely that LIFD will be required to commit to Surety Bank in a written agreement that if Surety Bank has not approved LIFD's and SP's plan for the development and leasing or joint venturing of the Data

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Center as a marijuana grow facility, as a data center, as a crypto-mining facility, or otherwise, by a particular date, then LIFD and SP will likely be obligated to publicly list the Data Center with a nationally recognized broker of industrial buildings for sale, and to complete such sale, as promptly as is commercially feasible.

 

6. Pending Discussions and Negotiations

 

The Real Estate Companies have already entered into discussions and negotiations with certain third parties related to certain potential real estate agreements and arrangements. The Sustainable Executives agree and covenant that prior to the Closing they shall use good faith efforts to collaborate with LIFD Group regarding these discussions and negotiations.

 

7. No Shop Clause

 

During the period between the signing of this LOI and either the termination of this LOI or the execution of the Merger Agreement, the Real Estate Companies and the Sustainable Executives and their lawyers, agents and representatives 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 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 business that would or might delay or make more costly or difficult the closing of the Merger. The Merger Agreement shall include similar covenants regarding the period (if any) between the signing of the Merger Agreement and the Closing or the termination of the Merger Agreement.

 

During the period between the signing of this LOI and the execution and delivery of the Merger Agreement or the termination of this LOI, the Sustainable Executives shall operate the Real Estate Companies and their affiliates only in accordance with the ordinary, normal and customary course thereof consistent with past practices, or as otherwise contemplated in this LOI.

 

8. Good Faith Efforts to Close

 

Each of the Parties agrees and covenants to use good faith efforts to cause the Merger to close as soon as practicable, subject to the fulfillment of all of the terms, conditions and requirements set forth in this LOI and in the Merger Agreement.

 

9. Termination of this LOI and the Merger Agreement

 

The Parties agree and acknowledge that there is considerable time pressure to proceed forward to a closing of the Merger as soon as possible. Either Party shall have the unilateral right to terminate this LOI, without any payment by or penalty due from any party, if such Party in good

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faith believes that the terms, conditions and requirements that must be met in order for the Closing to occur cannot reasonably be met on or before March 15, 2025, or if 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 Merger as impacted by such court or SEC action, provided, however, that if one or more of the Conditions Precedent cannot reasonably be met on or before March 15, 2025, then the Parties shall meet and use good faith efforts in an attempt to fashion a mutually acceptable interim arrangement that would accommodate a delay in the Closing Date to a date after March 15, 2025.

 

10. Miscellaneous

 

(A) Each of the Parties shall bear its or his own fees and expenses in connection with the proposed transactions. Without limiting the generality of the foregoing, each of the Parties 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.  

 

(B) LIFD shall be permitted to publicly disclose the terms and conditions of this LOI and the Merger Agreement in its SEC filings, press releases, conference calls, and investor relations efforts, and the Parties shall use good faith efforts to cooperate therewith. 

 

(C) The Parties acknowledge that LIFD is a publicly traded company and that unauthorized disclosure of any material non-public information regarding LIFD or the transactions contemplated by this LOI could subject the disclosing party to scrutiny and potential liability under applicable securities laws and regulations. 

 

In Witness Whereof, the Parties have executed and delivered this LOI as of the date first written above. 

 

LFTD Partners Inc., a Nevada corporation

 

By  /s/ Gerard M. Jacobs              

Gerard M. Jacobs, CEO 

 

 

Lifted Liquids, Inc., an Illinois corporation  

 

By  /s/ Nicholas S. Warrender        

Nicholas S. Warrender, CEO 

 

 

  /s/ Gerard M. Jacobs                     

Gerard M. Jacobs, a Florida resident

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  /s/ Nicholas S. Warrender              

Nicholas S. Warrender, a Florida resident

 

 

  /s/ William C. Jacobs                     

William C. Jacobs, a Florida resident

 

 

Sustainable Properties, LLC, an Illinois limited liability company

 

By  /s/ Joshua Gillan                             

Joshua Gillan, its authorized representative 

 

 

1221 Research Parkway, LLC, an Illinois limited liability company

 

By  /s/ Joshua Gillan                          

Joshua Gillan, its authorized representative 

 

 

2422 N. Main, LLC, an Illinois limited liability company

 

By  /s/ Joshua Gillan                          

Joshua Gillan, its authorized representative 

 

 

  /s/ L. John Murray                          

L. John Murray, an Illinois resident

 

 

  /s/ Erik Carlson                          

Erik Carlson, an Illinois resident  

 

 

  /s/ Joshua Gillan                          

Joshua Gillan, an Illinois resident

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Letter of Intent - SI and Marijuana Subsidiaries

 

This Letter of Intent - SI and Marijuana Subsidiaries (this “LOI”) dated as of February 19, 2025, is made and entered into by and among

 

LFTD Partners Inc., a Nevada corporation ("LIFD") and Lifted Liquids, Inc., an Illinois corporation ("Lifted"),

 

and

 

Gerard M. Jacobs, a Florida resident ("GMJ"), Nicholas S. Warrender, a Florida resident ("NSW") and William C. Jacobs, a Florida resident ("WCJ"),

 

and

 

Sustainable Innovations Inc., an Illinois corporation (“SI”), Sustainable Craft Grow #1, LLC, an Illinois limited liability company (“SCG1”), Sustainable Transporter #1, LLC, an Illinois limited liability company (“ST1”), Sustainable Transporter #2, LLC, an Illinois limited liability company (“ST2”), and Illinois Kindness Four, LLC, an Illinois limited liability company (“IK4”),

 

and

 

L. John Murray, an Illinois resident ("JM") and Erik Carlson, an Illinois resident ("EC").

 

LIFD, Lifted, GMJ, NSW, WCJ, SI, SCG1, ST1, ST2, IK4, JM and EC are hereafter sometimes referred to individually as a "Party" and collectively as the "Parties".

 

GMJ, NSW and WCJ are hereafter sometimes referred to collectively as the "LIFD Executives". LIFD, Lifted, and the LIFD Executives are hereafter sometimes referred to collectively as the "LIFD Group".

 

JM and EC are hereafter sometimes referred to collectively as the "Sustainable Executives". SCG1, ST1, ST2 and IK4 are hereafter sometimes referred to collectively as the "Marijuana Subsidiaries". SI, the Marijuana Subsidiaries, and the Sustainable Executives are hereafter sometimes referred to collectively as the "Marijuana Group".

 

The LIFD Executives and the Sustainable Executives are hereafter sometimes referred to individually as a "Senior Executive" and collectively as the "Senior Executive Group".

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RECITALS

 

Whereas, LIFD wishes to enter the licensed marijuana industry in the United States;

 

Whereas, SI and the Marijuana Subsidiaries own certain valuable Illinois Cannabis Licenses; and

 

Whereas, LIFD believes that acquiring SI and the Marijuana Subsidiaries is in the best interests of LIFD and LIFD's stockholders;

 

Now, Therefore, in consideration of the mutual agreements and covenants hereafter set forth, the Parties hereby agree as follows, intending to be legally bound hereby:

 

1. Agreements, Representations and Warranties of LIFD Group

 

As an inducement to the Marijuana Group to enter into this LOI, the LIFD Group hereby agrees, represents, warrants and covenants as follows:

 

(A) Ownership. LIFD is owned by the holders of its common stock (collectively the "LIFD Stockholders") and by the holders of its Series A and Series B convertible preferred stock.  

 

(B) Governance. LIFD is governed by a Board of Directors, consisting of GMJ (Chairman), NSW (Vice Chairman), Joshua Bloom, Sharial Howard, James Jacobs, WCJ, Vincent Mesolella, Richard Morrissy, and Kevin Rocio (collectively the "LIFD Board"). GMJ is the CEO of LIFD, NSW is the COO of LIFD, and WCJ is the President and CFO of LIFD.  

 

(C) Wholly Owned Subsidiary. LIFD owns 100% of the common stock of Lifted, which sometimes does business as "Lifted Made" or as "Urb". NSW is the founder and CEO of Lifted, and WCJ is the President of Lifted. 

 

2. Agreements, Representations and Warranties of the Marijuana Group

 

As an inducement to the LIFD Group to enter into this LOI, the Marijuana Group hereby agrees, represents, warrants and covenants as follows:

 

(A) Ownership. The persons and entities who own SI and the Marijuana Subsidiaries (individually an "Owner" and collectively the "Owners"), and their respective ownership percentages thereof, are specified in that certain Marijuana Ownership Letter dated the date hereof from the Sustainable Executives to the LIFD Executives (the "Ownership Letter"), and during the period from the date hereof through the date of the Closing (as defined below) or the date of the termination of this LOI, there shall be no changes to such ownership and respective ownership percentages. 

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(B) Governance.

 

(1) SI. SI is governed by a Board of Directors, consisting of JM, EC, Emily Newbury, David Nissman and Imran Mirza (collectively the “SI Board”). JM is the President of SI.  

 

(2) The Marijuana Subsidiaries. Each of the Marijuana Subsidiaries is governed by its Managers, consisting of JM and EC (collectively the "Managers"). 

 

(C) Assets to be Owned by the Marijuana Subsidiaries as of the date of the Closing ("Closing Date"). The Marijuana Subsidiaries shall own the following assets as of the Closing Date, respectively: 

 

(1) SCG1: Illinois Cannabis Craft Grow License number 2206010102-CG (the "Craft Grow License"); 

 

(2) ST1: Illinois Cannabis Transport License number 2107150140-TR ("Transport License #1"); 

 

(3) ST2: Illinois Cannabis Transport License number 2107150187-TR ("Transport License #2"); and 

 

(4) IK4: Illinois Cannabis Infuser License number 2108011034-IN (the "IK Infuser License") and the IK Inventory (as defined below). 

 

The Marijuana Subsidiaries have not yet engaged in any business, and as of the Closing Date they shall not yet have engaged in any business.

 

(D) Asset to be Owned by SI as of the Post-Closing Date When SI is Acquired by LIFD (its "Acquisition Date"). SI shall own the following asset as of its Acquisition Date: Illinois Cannabis Infuser License number 2108011014-IN (the "SI Infuser License"). 

 

(E) Visco Parties and Entities. The Estate of Christine Visco (the "Visco Estate") is the primary owner of Illinois Kindness Three LLC, an Illinois limited liability company ("IK3"). The Executor of the Visco Estate is Candace Centeno (the “Visco Executor”). IK3 is managed by its Managers, Molly Dunne and Candace Centeno. (collectively the “IK3 Managers”). IK3 is owned by its members (collectively the “IK3 Members”). 

 

(F) Certain Visco Agreements. 

 

(1) IK4 Purchase Agreement. SI, IK3, and IK4 entered into that certain Membership Interest Purchase Agreement dated as of November 8, 2024 (the "IK4 Purchase Agreement"), pursuant to which, among other things, SI agreed to acquire 100% of the  

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ownership interests in IK4 from IK3. In order to complete the transactions contemplated by the IK4 Purchase Agreement:

 

(a) IK3 is obligated to transfer ownership of the IK Infuser License and of certain inventory (the "IK Inventory") to IK4, and the successful completion of such transfers shall be a condition precedent to the Closing pursuant to Section 3(A)(2) below; and  

 

(b) SI is obligated to pay IK3 a total of $250,000 plus certain accrued interest (collectively the "License Debt"), and the full payment of the License Debt shall be made from refinancing funds prior to Closing, or shall be paid out at Closing; 

 

(2) Equipment Lease Agreement. SI and IK3 entered into that certain Equipment Lease Agreement dated as of November 8, 2024 (the "Equipment Lease Agreement"), pursuant to which, among other things, SI is obligated to "rent to own" various pieces of equipment (collectively the "Equipment") for payments over time totaling $480,000 (the "Equipment Debt"), and the full payment of the Equipment Debt shall be made from refinancing funds prior to Closing or shall be paid out at Closing; and 

 

(3) Licensing Agreement. SI and IK3 entered into that certain Licensing, Manufacturing and Distribution Agreement dated as of November 8, 2024 (the "Licensing Agreement") which, among other things, obligates SI to pay to IK3 licensing fees (the "Licensing Fees").   

 

3. Conditions Precedent to the Closing

 

The following shall be conditions precedent to the Closing (the "Conditions Precedent"):

 

(A) The Marijuana Group's agreements, representations, warranties and covenants set forth in Section 2 above shall be fulfilled and accurate on or before the Closing Date. Without limiting the generality of the foregoing, on or prior to the Closing Date:  

 

(1) SI shall transfer ownership of the Craft Grow License to SCG1 as contemplated by Section 2(C)(1) above, SI shall transfer ownership of Transport License #1 to ST1 as contemplated by Section 2(C)(2) above, and SI shall transfer ownership of Transport License #2 to ST2 as contemplated by Section 2(C)(3) above; 

 

(2) IK3 shall transfer ownership of the IK Infuser License and the IK Inventory to IK4, and shall transfer the Equipment to TMD Ventures, LLC; and 

 

(3) IK3 shall receive full payment of both the License Debt and the Equipment Debt; 

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(B) The Merger Agreements (as defined below) and all of the other transactions contemplated by this LOI shall have been approved in writing by LIFD, by a majority of the LIFD Board, by a majority of the LIFD Stockholders if such approval is required under Nevada law, and by the Merger Subsidiaries (as defined below); 

 

(C) The Merger Agreements and all of the other transactions contemplated by this LOI shall have been unanimously approved in writing: by each of the Owners; by the SI Board; and by the Managers of the Marijuana Subsidiaries; 

 

(D) The Merger Agreements shall have been approved by LIFD's lender, Surety Bank of DeLand, Florida; 

 

(E) All necessary securities filings in regard to the Mergers (as defined below) shall have been filed, and any necessary approvals shall have been obtained from the U.S. Securities and Exchange Commission (the "SEC"), all in the opinion of LIFD's securities attorney David Hunt of Salt Lake City, Utah;  

 

(F) LIFD's outside firm of certified public accountants, Fruci & Associates II, PLLC of Spokane, Washington ("Fruci") shall have agreed with LIFD that the financial statements of SI and the Marijuana Subsidiaries for fiscal years 2023 and 2024 are not required to be audited, or, alternatively, any needed audits and audit opinion letters associated with the Mergers shall have been delivered by Fruci to LIFD, and such audits and opinion letters shall have been acceptable to LIFD in form and substance in its discretion;  

 

(G) All necessary approvals of or consents to the Illinois Cannabis License transfers contemplated by this LOI, to the Mergers, or to the executives, directors or stockholders of LIFD or its subsidiaries, shall have been obtained from the State of Illinois and its departments and agencies, and from any other governmental bodies having any approval rights thereof (collectively the "Governmental Approvals");  

 

(H) The Sustainable Executives shall have delivered to LIFD a written plan, accompanied by an approving legal opinion, regarding the lawful maintenance of the social equity status of SI and the Marijuana Subsidiaries during the pre- and post-Closing periods, and such plan and legal opinion shall be acceptable to LIFD in its discretion; and 

 

(I) SI and IK3 shall have entered into an Agreement (the "Pre-Closing Agreement"), and the Pre-Closing Agreement shall be acceptable to LIFD in its discretion. 

 

4. The Closing

 

Following the successful fulfillment of all of the Conditions Precedent, the Parties shall proceed to a closing (the "Closing") to be held on the Closing Date at the offices of law firm Fox Rothschild LLP in Chicago, at which the following shall occur:

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(A) The Marijuana Subsidiaries each shall merge with and into a newly formed, wholly owned subsidiary of LIFD (each a "Merger Subsidiary" and collectively the "Merger Subsidiaries") pursuant to a mutually acceptable merger agreement (individually a "Merger Agreement" and collectively the "Merger Agreements"), under which Merger Agreements LIFD shall acquire, via mergers (individually a "Merger" and collectively the "Mergers"), 100% of the ownership interests in each of the Marijuana Subsidiaries, and each of the Marijuana Subsidiaries shall be the surviving entities in such Mergers. Each of the Merger Agreements shall, among other things, contain representations, warranties, covenants, conditions, and indemnification provisions customary to transactions like the Mergers (for example but without limitation, representations, warranties, covenants, conditions, and indemnification provisions similar to those contained in the agreements used by LIFD in its acquisition of Lifted on February 24, 2020.) Without limiting the generality of the foregoing, each of the Merger Agreements shall include, in regard to the Marijuana Subsidiary being acquired pursuant to such Merger Agreement, an accurate list of such entity's licenses, assets, liabilities and contracts as of the Closing Date, certified to LIFD in writing by the Sustainable Executives, and such list must be acceptable to LIFD in its discretion; and    

 

(B) The merger consideration to be paid by LIFD in the Mergers pursuant to which LIFD shall acquire 100% of the ownership interests in the Marijuana Subsidiaries shall consist of an aggregate of Two Million Five Hundred Eighty-One Thousand Five Hundred Fifty-Five (2,581,555) shares of unregistered common stock of LIFD ("LIFD Shares"), respectively:  

 

SCG1 -		1,985,811	LIFD Shares
ST1 -		66,194	LIFD Shares
ST2 -		66,194	LIFD Shares
IK4 -		463,356	LIFD Shares
Total		2,581,555	LIFD Shares

 

Such LIFD Shares shall be allocated and distributed among the Owners of the Marijuana Subsidiaries in the Mergers as specified in their respective Merger Agreements.   

 

5. Purchase of SI

 

SI, the Owners and the Sustainable Executives agree, represent warrant and covenant to LIFD as follows:

 

(A) SI received a social equity forgivable loan from the Illinois DCEO in the amount of $625,000 in relation to the SI Infuser License (the $625,000 Loan"), and under the terms of the $625,000 Loan, the $625,000 Loan must be repaid by SI in full if SI or the SI Infuser License is transferred to a third party prior to or during the one year period after the $625,000 Loan is forgiven (the "Standstill Period");  

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(B) The Sustainable Executives shall immediately notify LIFD in writing of the end of the Standstill Period; 

 

(C) Following the execution of this LOI through the end of the Standstill Period:  

 

(1) Neither SI nor any Owner shall directly or indirectly issue, transfer, sell or encumber in any way any shares of capital stock of SI; 

 

(2) SI shall not directly or indirectly enter into any manufacturing, purchases, sales, contracts, other agreements or arrangements, mergers, other transactions, commitments, borrowings, or other business activity except as may be approved in advance in writing by LIFD, which approval may be granted or withheld in LIFD's discretion; and 

 

(3) SI shall continue to own the SI Infuser License and shall not directly or indirectly transfer, sell or encumber any right, title or interest in the SI Infuser License in any fashion whatsoever; 

 

it being expressly agreed, acknowledged and understood by SI, the Owners and the Sustainable Executives that this Section is intended to and shall prevent SI, any Owner or the Sustainable Executives from taking or failing to take any action that would or might trigger an obligation of SI to repay the $625,000 Loan, or that would or might delay, frustrate, or make more costly the purchase by LIFD of all of the capital stock of SI pursuant to Section 5(D) below; and

 

(D) Immediately following end of the Standstill Period, the Owners shall sell to LIFD, and LIFD shall purchase from the Owners, all of the capital stock of SI for an aggregate purchase consideration of Ten Dollars ($10.00), without LIFD being under any obligation whatsoever to repay the $625,000 Loan.  

 

6. Pending Discussions and Negotiations

 

SI and the Marijuana Subsidiaries have already entered into discussions and negotiations with certain third parties related to certain potential marijuana product agreements and arrangements. The Sustainable Executives agree and covenant that prior to the Closing they shall use good faith efforts to collaborate with LIFD Group regarding these discussions and negotiations.

 

7. No Shop Clause

 

During the period between the signing of this LOI and either the termination of this LOI or the execution of the Merger Agreements, SI, the Marijuana Subsidiaries and the Sustainable Executives and their lawyers, agents and representatives 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 business), other transaction(s), loan agreement(s), financing agreement(s) or arrangement(s) of any type,

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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 business that would or might delay or make more costly or difficult the closing of the Mergers. The Merger Agreements shall include similar covenants regarding the period (if any) between the signing of the Merger Agreements and the Closing or the termination of the Merger Agreements.

 

During the period between the signing of this LOI and the execution and delivery of the Merger Agreements or the termination of this LOI, the Sustainable Executives shall operate SI and the Marijuana Subsidiaries and their affiliates only in accordance with the ordinary, normal and customary course thereof consistent with past practices, or as otherwise contemplated in this LOI.

 

8. Good Faith Efforts to Close

 

Each of the Parties agrees and covenants to use good faith efforts to cause the Mergers to close as soon as practicable, subject to the fulfillment of all of the terms, conditions and requirements set forth in this LOI and in the Merger Agreements.

 

9. Termination of this LOI and the Merger Agreements

 

The Parties agree and acknowledge that there is considerable time pressure to proceed forward to a closing of the Mergers as soon as possible. Either Party shall have the unilateral right to terminate this LOI, without any payment by or penalty due from any party, if such Party in good faith believes that the terms, conditions and requirements that must be met in order for the Closing to occur cannot reasonably be met on or before March 15, 2025, or if 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 Mergers as impacted by such court or SEC action, provided, however, that if one or more of the Conditions Precedent, such as the Governmental Approvals referred to in Section 3(G), cannot reasonably be met on or before March 15, 2025, then the Parties shall meet and use good faith efforts in an attempt to fashion a mutually acceptable interim arrangement that would accommodate a delay in the Closing Date to a date after March 15, 2025.

 

10. Miscellaneous

 

(A) Each of the Parties shall bear its or his own fees and expenses in connection with the proposed transactions. Without limiting the generality of the foregoing, each of the Parties 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.  

 

(B) LIFD shall be permitted to publicly disclose the terms and conditions of this LOI and the Merger Agreements in its SEC filings, press releases, conference calls, and investor relations efforts, and the Parties shall use good faith efforts to cooperate therewith. 

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(C) The Parties acknowledge that LIFD is a publicly traded company and that unauthorized disclosure of any material non-public information regarding LIFD or the transactions contemplated by this LOI could subject the disclosing party to scrutiny and potential liability under applicable securities laws and regulations. 

 

In Witness Whereof, the Parties have executed and delivered this LOI as of the date first written above. 

 

LFTD Partners Inc., a Nevada corporation

 

By  /s/ Gerard M. Jacobs              

Gerard M. Jacobs, CEO 

 

Lifted Liquids, Inc., an Illinois corporation  

 

By  /s/ Nicholas S. Warrender             

Nicholas S. Warrender, CEO 

 

  /s/ Gerard M. Jacobs                       

Gerard M. Jacobs, a Florida resident

 

  /s/ Nicholas S. Warrender             

Nicholas S. Warrender, a Florida resident

 

  /s/ William C. Jacobs                       

William C. Jacobs, a Florida resident

 

Sustainable Innovations Inc., an Illinois corporation

 

By  /s/ L. John Murray                       

L. John Murray, its authorized representative 

 

Sustainable Craft Grow #1, LLC, an Illinois limited liability company

 

By  /s/ L. John Murray                       

L. John Murray, its authorized representative 

 

Sustainable Transporter #1, LLC, an Illinois limited liability company

 

By  /s/ L. John Murray                       

L. John Murray, its authorized representative 

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Sustainable Transporter #2, LLC, an Illinois limited liability company

 

By  /s/ L. John Murray                       

L. John Murray, its authorized representative 

 

 

Illinois Kindness Four, LLC, an Illinois limited liability company  

 

By  /s/ L. John Murray                       

L. John Murray, its authorized representative 

 

  /s/ L. John Murray                       

L. John Murray, an Illinois resident

 

  /s/ Erik Carlson                       

Erik Carlson, an Illinois resident  

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Letter of Intent - Boards of Directors and Executives

 

This Letter of Intent - Boards of Directors and Executives (this “LOI”) dated as of February 19, 2025, is made and entered into by and among LFTD Partners Inc., a Nevada corporation ("LIFD"), Lifted Liquids, Inc., an Illinois corporation ("Lifted"), Gerard M. Jacobs, a Florida resident ("GMJ"), Nicholas S. Warrender, a Florida resident ("NSW"), William C. Jacobs, a Florida resident ("WCJ"), L. John Murray, an Illinois resident ("JM") and Erik Carlson, an Illinois resident ("EC").

 

LIFD, Lifted, GMJ, NSW, WCJ, JM and EC are hereafter sometimes referred to individually as a "Party" and collectively as the "Parties". GMJ, NSW and WCJ are hereafter sometimes referred to collectively as the "LIFD Executives". JM and EC are hereafter sometimes referred to collectively as the "Sustainable Executives". The LIFD Executives and the Sustainable Executives are hereafter sometimes referred to individually as a "Senior Executive" and collectively as the "Senior Executive Group".

 

In consideration of the mutual agreements and covenants hereafter set forth, the Parties hereby agree as follows, intending to be legally bound hereby:

 

1. Reference to the Marijuana LOI

 

Reference is hereby made to that certain Letter of Intent - SI and Marijuana Companies dated as of February 19, 2025, by and among the Parties, Sustainable Innovations Inc., Sustainable Craft Grow #1, LLC, Sustainable Transporter #1, LLC, Sustainable Transporter #2, LLC, TMD Ventures, LLC, and Illinois Kindness Four, LLC (the "Marijuana LOI"). Words and terms defined in the Marijuana LOI are used herein with the same meaning.

 

2. Boards and Executives

 

As an express inducement to each of the Parties to enter into this LOI and the Marijuana LOI, each of the Parties hereby agrees, represents, warrants and covenants as follows:

 

(A) Effective on the Closing Date, the Bylaws of LIFD shall be changed to increase the size of the Board of Directors of LIFD (the "LIFD Board") from nine (9) members to ten (10) members, and JM shall be added to the LIFD Board effective as of the completion of the Closing; 

 

(B) At the Closing, LIFD shall grant to each member of the LIFD Board who is not an employee of LIFD (a "Non-Employee LIFD Board Member") assignable warrants to purchase 50,000 LIFD Shares at an exercise price of $3.25 per LIFD Share and assignable warrants to purchase 50,000 LIFD Shares at an exercise price of $5.00 per LIFD Share, provided that each such warrant: (a) shall contain a so-called "cashless exercise" provision; (b) shall expire if not exercised on or before the seventh anniversary of the Closing Date; and (c) shall not vest and  

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shall not be exercisable unless and until LIFD's audited EPS during 2025 or any subsequent calendar year is at or above $0.20 on a fully diluted basis;

 

(C) At the Closing, each of the existing employment agreements of the LIFD Executives with LIFD shall terminate, and each of the Senior Executives shall sign a mutually acceptable new five year "rolling" employment agreement with LIFD (individually an "Employment Agreement" and collectively the "Employment Agreements") generally in the same form as the existing employment agreements of the LIFD Executives with LIFD, excepting only as follows: 

 

(1) The Senior Executives shall serve in the following capacities, respectively: 

 

GMJ -	Chairman of the LIFD Board and of the board of directors or managers of each of LIFD's wholly-owned subsidiaries, Chief Executive Officer and Secretary of LIFD, and Secretary of each of LIFD's wholly-owned subsidiaries
NSW -	Vice Chairman of the LIFD Board and of the board of directors or managers of each of LIFD's wholly-owned subsidiaries, Chief Operating Officer of LIFD, and Founder and Chief Executive Officer of Lifted
WCJ -	Director of the LIFD Board and of the board of directors or managers of each of LIFD's wholly-owned subsidiaries, President, Chief Financial Officer and Treasurer of LIFD, and President and Treasurer of Lifted
JM -	Director of the LIFD Board and of the board of directors or managers of each of LIFD's wholly-owned subsidiaries, and Chief Business Officer and Chief Strategy Officer of LIFD
EC -	General Counsel and Chief Compliance Officer of LIFD, who will be invited to attend all meetings of the LIFD Board and of the board of directors or managers of each of LIFD's wholly-owned subsidiaries;

 

(2) The annual base salary of NSW shall be $500,000. The annual base salaries of each of GMJ, WCJ, JM and EC shall initially be $250,000, provided that immediately following the first calendar quarter in which LIFD's consolidated gross revenue exceeds $20,000,000, then the annual base salaries of each of GMJ, WCJ, JM and EC shall increase to $400,000, and provided further, that immediately following the first calendar quarter in which LIFD's consolidated gross revenue exceeds $25,000,000, then the annual base salaries of each of GMJ, WCJ, JM and EC shall increase to $500,000, and provided further, that if the annual base salary of any of the Senior Executives is ever increased above $500,000, then the annual base salary of each of the other Senior Executives shall automatically also be increased so that none of the Senior Executives has an annual base salary which exceeds the annual base salary of any of the other Senior Executives by more than $100,000; 

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(3) The amount of the annual company-wide bonus pool for each of years 2025 and 2026 shall be capped, so that in no event shall the amount of the annual company-wide bonus pool for either 2025 or 2026 decrease LIFD's audited earnings per share ("EPS") for such year below an EPS of $0.20 on a fully diluted basis, provided that certain previously disclosed overpayments of the annual company-wide bonus pool in regard to calendar year 2022 which were made to certain Lifted employees who are not Senior Executives shall not reduce the calculation of the annual company-wide bonus pool for calendar year 2025 or for any subsequent year, and provided further that nothing in this Section shall be deemed to cap the annual company-wide bonus pool for 2027 or any subsequent year; and 

 

(4) LIFD shall grant to each of the Senior Executives assignable warrants to purchase 500,000 LIFD Shares at an exercise price of $3.25 per LIFD Share and assignable warrants to purchase 500,000 LIFD Shares at an exercise price of $5.00 per LIFD Share (collectively such Senior Executive's "Warrants"), provided that each of such Senior Executive's Warrants: (a) shall contain a so-called "cashless exercise" provision; (b) shall expire if not exercised on or before the seventh anniversary of the Closing Date; and (c) shall not vest and shall not be exercisable unless and until LIFD's audited EPS during 2025 or any subsequent calendar year is at or above $0.20 on a fully diluted basis;  

 

provided, that:

 

(a) each of the Senior Executives, at his election, may elect to sign his Employment Agreement with a newly formed Illinois corporation ("Senior Executive Corporation") the capital stock of which is owned by such Senior Executive; 

 

(b) on the Closing Date such Senior Executive Corporation shall merge with and into LIFD (a "Senior Executive Corporation Merger"), with LIFD being the survivor of such Senior Executive Corporation Merger; 

 

(c) the merger consideration that shall be paid by LIFD in such Senior Executive Corporation Merger pursuant to which LIFD shall acquire 100% of the capital stock of such Senior Executive Corporation shall consist of one LIFD Share plus such Senior Executive's Warrants set forth in Section 2(C)(4) above; and 

 

(d) upon the closing of such Senior Executive Corporation Merger, such Employment Agreement shall be legally binding upon LIFD (as employer) and such Senior Executive (as employee), and LIFD shall assume all rights and obligations of such Senior Executive Corporation (as employer) under such Employment Agreement; 

 

(D) Promptly following the Closing, LIFD shall hire a full-time internal CPA who is a resident of Illinois, who shall be acceptable to and report to LIFD's President and CFO, and who shall be responsible for maintaining the financial books and records and for handling all needed  

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internal accounting functions for the operations of the Marijuana Subsidiaries and any other subsidiaries of LIFD operating in Illinois; and

 

(E) At the Closing, the existing Shareholder Agreement among the LIFD Executives shall terminate, and each of the five Senior Executives shall sign a mutually acceptable new Shareholder Agreement in which they shall agree, among other things, following the Closing: 

 

(1) to nominate, support, agree upon, and vote in favor only of slates of nominees for the LIFD Board, and for the boards of directors and managers of all subsidiaries and affiliates of LIFD (collectively "LIFD Subsidiaries and Affiliates"), who are mutually acceptable to all five of the Senior Executives; 

 

(2) to propose, request, support, agree upon, accept, assist, facilitate and vote in favor only of base salaries, bonuses and bonus pools, commission agreements, consulting agreements, employment agreements, stock options and warrants, and any other direct or indirect forms of equity or profit participation or compensation, paid or entered into by LIFD and/or by LIFD Subsidiaries and Affiliates, to or for the benefit of any of the Senior Executives, key employees, contractors or consultants of LIFD and/or LIFD Subsidiaries and Affiliates, that are mutually acceptable to all five of the Senior Executives; 

 

(3) to propose, request, support, agree upon, accept, assist, facilitate and vote in favor only of material corporate agreements and contracts, mergers, purchases, acquisitions and divestitures, plan or arrangement, capital raises, and other lawful corporate transactions or series of transactions of any nature (individually a "Transaction" and collectively "Transactions") involving LIFD and/or LIFD Subsidiaries and Affiliates that are mutually acceptable to all five of the Senior Executives; and 

 

(4) not to directly or indirectly sell or transfer any right, title or interest in or to some or all of their LIFD stock, stock options or warrants in any Transaction that could or might result in a change of control of LIFD, unless such Transaction is mutually acceptable to all five of the Senior Executives and is approved by a majority of the LIFD Board. 

 

3. Miscellaneous

 

(A) Each of the Parties shall bear its or his own fees and expenses in connection with this LOI. Without limiting the generality of the foregoing, each of the Parties 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.  

 

(B) LIFD shall be permitted to publicly disclose the terms and conditions of this LOI and in its SEC filings, press releases, conference calls, and investor relations efforts, and the Parties shall use good faith efforts to cooperate therewith. 

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(C) The Parties acknowledge that LIFD is a publicly traded company and that unauthorized disclosure of any material non-public information regarding LIFD or the transactions contemplated by this LOI could subject the disclosing party to scrutiny and potential liability under applicable securities laws and regulations. 

 

In Witness Whereof, the Parties have executed and delivered this LOI as of the date first written above. 

 

LFTD Partners Inc., a Nevada corporation

 

By  /s/ Gerard M. Jacobs                

Gerard M. Jacobs, CEO 

 

 

Lifted Liquids, Inc., an Illinois corporation  

 

By  /s/ Nicholas S. Warrender           

Nicholas S. Warrender, CEO 

 

 

  /s/ Gerard M. Jacobs                       

Gerard M. Jacobs, a Florida resident

 

  /s/ Nicholas S. Warrender                    

Nicholas S. Warrender, a Florida resident

 

  /s/ William C. Jacobs                       

William C. Jacobs, a Florida resident

 

  /s/ L. John Murray                       

L. John Murray, an Illinois resident

 

  /s/ Erik Carlson                       

Erik Carlson, an Illinois resident  

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