ACQUIRED SALES CORP (Form: 8-K, Received: 03/04/2019 12:42:47)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 12, 2019

ACQUIRED SALES CORP.

(Exact name of registrant as specified in its charter)

Nevada		87-0479286
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

31 N. Suffolk Lane, Lake Forest, Illinois		60045
(Address of principal executive offices)		(Zip Code)

847-915-2446

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On February 27, 2019, Acquired Sales Corp. (the “Company”) signed a definitive Stock Purchase Agreement (the “SPA”) with Ablis LLC (“Ablis”), Bendistillery Inc. d/b/a Crater Lake Spirits (“Bendistillery”), Bend Spirits, Inc. (“Bend Spirits”), Bendis Homes Pinehurst, LLC, James A. Bendis, Alan T. Dietrich, Gerard M. Jacobs and William C. “Jake” Jacobs to purchase 4.99% of the common stock of Ablis for $399,200 in cash, to purchase 4.99% of the common stock of Bendistillery for $1,347,300 in cash, and to purchase 4.99% of the common stock of Bend Spirits for $149,700 in cash. The purchases are expected to close during March 2019. Under the SPA the Company will have the right to purchase up to an additional 15% of the common stock of each of Ablis, Bendistillery and Bend Spirits at the same respective prices per share.

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, which is attached as Exhibit 10.35 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Registration Rights Agreement

Effective on February 27, 2019, in connection with the closing of an investor stock purchase agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the certain investors.

Pursuant to, and subject to the limitations set forth in, the Registration Rights Agreement, the relevant stockholders have piggyback registration rights, such that, each time the Company decides to file a registration statement under the Securities Act (other than on Forms S-4 or S-8) covering the offer and sale by it or any of its security holders of any of its securities for money, the Company shall give written notice thereof to all holders of the Company’s registerable securities. The Company shall include in such registration statement such shares of registerable stock for which it has received written requests to register such shares within 30 days after such written notice has been given.

These registration rights are subject to certain conditions and limitations, including underwriter’s cutback wherein an underwriter may limit the number of shares to be included in a registration or offering and the Company’s right to delay or withdraw a registration statement under certain circumstances. These registration rights are also subject to hold-backs such that stockholders may not sell, make any short sale of loan, grant any option for the acquisition of; or otherwise dispose of any Registerable Securities (other than those included in such registration) without the prior written consent of such managing underwriter for a period (not to exceed 30 days before the effective date and 90 days thereafter).

In addition, while the stockholders do not have formal demand registration rights, the Company has agreed to use commercially reasonable efforts to file a registration statement as soon as reasonably practicable covering shares of common stock into which outstanding Series A Preferred Stock may be converted.

Subject to certain limitations, the Company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement. The obligation to register shares under the Registration Rights Agreement will terminate as to any Stockholder and expire on December 31, 2019.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached as Exhibit 4.3 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

On February 27, 2019, the Company accepted subscriptions from accredited investors to purchase 23,400 shares of newly issued Series A Convertible Preferred Stock (“Preferred Stock”) for an aggregate purchase price of $2,340,000 in cash. These 23,400 shares of Preferred Stock are convertible at the option of the holders into 2,340,000 shares of newly issued common stock of the Company, or $1.00 per share of common stock of the Company. As discussed in Item 1.01 of this Current Report on Form 8-K “Entry into a Material Definitive Agreement - Registration Rights Agreement”, t he Company has committed to file a registration statement covering the shares of newly issued common stock of the Company into which the Preferred Stock can be converted. The Preferred Stock will receive an annual dividend, and will be subject to mandatory conversion, under terms and conditions set forth in the Certificate of Designation of the Preferred Stock as discussed in Item 5.03 of this Current Report on Form 8-K “ Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year”.

Section 5 - Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer.

Election of Thomas W. Hines as a Director

Effective as of February 27, 2019, the Board of Directors (the “Board”) of the Company elected Thomas W. Hines to serve as a director until the next annual meeting of shareholders and until his successor is duly elected and qualified.

Thomas W. Hines, age 60, is a Vice President with Lowery Asset Consulting. Previously, Mr. Hines served as the Executive Vice President at Good Harbor Financial, as the National Director of Financial Planning at The Northern Trust Company, and as a tax partner at Ernst & Young in the financial planning group. Mr. Hines is a Certified Public Accountant (CPA) and a Chartered Financial Analyst (CFA). Mr. Hines holds a Bachelor of Science degree in Accounting from Marquette University, and a Master of Science in Taxation from the University of Wisconsin-Milwaukee. Mr. Hines has been featured in publications including Fortune, American Banker, and the Premier edition of Wealth magazine. Mr. Hines has completed over 120 Triathlons, including the Hawaii Ironman World Championship.

At this time, there is no arrangement to pay Mr. Hines compensation for his service as a director of the company. He is likely to be reimbursed by the Company for board-related expenses which, as of the date of this Current Report on Form 8-K , are not expected to be material.

Appointment of William C. “Jake” Jacobs, CPA as President, Chief Financial Officer and Treasurer

Effective as of February 27, 2019, the Board appointed William C. “Jake” Jacobs, CPA, the son of our Company’s Chief Executive Officer Gerard M. Jacobs, to serve as the President, Chief Financial Officer and Treasurer of the Company. Those positions were previously held by Gerard M. Jacobs who stepped down from the positions to focus on the Chief Executive Officer role. Gerard M. Jacobs will remain as the Company’s Chairman, Chief Executive Officer and Secretary.

Prior to becoming the President, Chief Financial Officer and Treasurer of the Company, William C. Jacobs, CPA, age 30, served as an independent contractor for the Company for the past several years. Mr. Jacobs also is the President and Chief Financial Officer of Beachin Company, which owns and manages multi-family apartment buildings in Daytona Beach, Florida. Previously, Mr. Jacobs worked in the Assurance Division of Ernst & Young (doing business as EY), auditing both publicly traded and privately held companies. Mr. Jacobs graduated from the University of Southern California, with a double major in Accounting and Finance. In 2015, Mr. Jacobs won a Gold Medal at the United States of America Snowboard and Freeski Association (USASA) National Championships in the BoarderCross Snowboard Senior (23-29) Men’s division.

William C. Jacobs will earn compensation from the Company at the rate of $5,000 per month. He is also entitled to reimbursement for all of his business-related expenses. As of the date of this Current Report on Form 8-K, the Company owes Mr. Jacobs $175,000 for unpaid independent contractor fees that have been accruing since 2016.

Pursuant to the SPA described in Section Item 1.01 above, William C. Jacobs is expected to be granted full access to the corporate and financial books and records of “Sellers” Ablis, Bendistillery and Bend Spirits, and will be able to monitor and be allowed to ask Sellers' internal financial personnel and their CPA questions from time to time regarding Sellers' financial results, balance sheets, transactions, expenses, financial controls, tax returns and other tax forms. Pursuant to the SPA, he shall also be provided accurate and complete answers to such questions including supporting documentation, and shall be copied on all communications between Sellers and their CPA. In addition, Sellers shall pay William C. Jacobs a quarterly fee in connection with the foregoing in an amount which shall be mutually acceptable to James A. Bendis and William C. Jacobs, but which in no event shall be less than $5,000 per quarter, and Sellers shall pay or reimburse all of William C. Jacobs' reasonable expenses incurred in connection with business trips to Bend, Oregon, to perform such financial oversight functions and to provide consulting/advisory services to Sellers relating thereto.

Committees of the board of directors to which Messrs. Hines and William C. Jacobs have been named

Messrs. Hines and William C. Jacobs will be members of the Company’s Investment Committee, recently formed by the Board of Directors. In addition to Messrs. Hines and William C. Jacobs, the initial members of the Investment Committee will include Gerard M. Jacobs. Future acquisitions by the Company of direct equity ownership interests in any entity other than Ablis, Bendistillery and Bend Spirits will be subject to unanimous approval by such Investment Committee and to majority approval by the Board of Directors of the Company, provided that the requirement of unanimous approval by such Investment Committee will be terminated if the investors in the Preferred Stock no longer hold 25% or more of their investment in the form of Preferred Stock or common stock of the Company following conversion, or if the Company’s common stock has closed at $10.00 per share or higher for 20 consecutive trading days and there have been on average at least 50,000 shares traded on each of those 20 consecutive trading days, or if 84 months have passed since the first date that the registration statement is effective.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 12, 2019, the Company filed a certificate of designation of the relative rights and preferences of the Series A convertible preferred stock of Acquired Sales Corp. (the “Series A Designation”). In connection with the Series A Designation, the Company authorized 400,000 shares of its Series A Preferred Stock. Pursuant to the Series A Designation, each share of Series A Preferred Stock may be converted into 100 shares of common stock. The Series A Preferred Stock pays dividends at the rate of 3% annually. The Series A Preferred Stock dividends are cumulative if the Company does not have the necessary cash to pay the dividend when due. The Series A Preferred Stock dividends shall cease to accrue at such time as the Company’s Common Stock has closed at $3.00 per share or higher for 20 consecutive trading days after the first date that the registration statement is effective, and there have been, on average, at least 25,000 shares traded on each of those 20 consecutive trading days. The Series A Preferred Stock have no voting rights. The holders of the Series A Preferred Stock shall have voluntary conversion rights. Shares of Series A Preferred Stock are subject to Mandatory Conversion (in the discretion of the Company) at such time as the Company’s Common Stock has closed at $5.00 per share or higher for 20 consecutive trading days after the first date that the registration statement is effective, and there have been, on average, at least 50,000 shares traded on each of those 20 consecutive trading days.

The foregoing description of the Series A Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Series A Designation , which is attached as Exhibit 4.4 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.35 Stock Purchase Agreement (the “SPA”) with Ablis LLC (“Ablis”), Bendistillery Inc. d/b/a Crater Lake Spirits (“Bendistillery”), Bend Spirits, Inc. (“Bend Spirits”), Bendis Homes Pinehurst, LLC, James A. Bendis, Alan T. Dietrich, Gerard M. Jacobs and William C. “Jake” Jacobs

Exhibit 4.3 Registration Rights Agreement

Exhibit 4.4 Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock of Acquired Sales Corp.

Exhibit 99.1 Press Release Dated March 4, 2019

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

ACQUIRED SALES CORP.

/s/ Gerard M. Jacobs

Gerard M. Jacobs

Chief Executive Officer

Dated: March 4, 2019

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the “ Agreement ”) is made and entered into as of this 27th day of February, 2019, by and among Acquired Sales Corp., a Nevada corporation (the “ Company ”), and the “ Investors ” named in that certain Stock Purchase Agreement by and among the Company and the Investors (the “ Purchase Agreement ”).

The parties hereby agree as follows:

1. Certain Definitions

As used in this Agreement, the following terms shall have the following meanings:

Claim : Any loss, claim, damages, liability or expense (including the reasonable costs of investigation and legal fees and expenses).

Demand Registration : A registration pursuant to Section 2 hereof.

Firm Commitment Underwritten Offering : An offering in which the underwriters agree to acquire securities for distribution pursuant to a registration statement under the Securities Act and in which the obligation of the underwriters is to acquire all the securities being offered if any are acquired.

Holder : The beneficial owner of a security. For all purposes of this Agreement, the Company shall be entitled to treat the record owner of a security as the beneficial owner of such security unless the Company has been given written notice of the existence and identity of a different beneficial owner.

Misstatement : An untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement, Prospectus or preliminary prospectus not misleading.

Person : A natural person, partnership, corporation, business trust, association, limited liability company, joint venture or other entity or a government or agency or political subdivision thereof.

Piggyback Registration : A registration pursuant to Section 3 hereof.

Prospectus : The prospectus included in any Registration Statement, as amended and supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

Registration : Demand or Piggyback Registration.

Registration Expenses : The out-of-pocket expenses of a Registration, including:

(a) all registration and filing fees (including fees with respect to filings required to be made with the National Association of Securities Dealers);

(b) fees and expenses of compliance with securities or blue sky laws (including fees and disbursements of counsel for the underwriters or selling holders in connection with blue sky qualifications of the Registerable Securities and determinations of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or holders of a majority of the Registerable Securities being sold may designate);

(c) printing, messenger, telephone and delivery expenses;

(d) fees and disbursements of counsel for the Company, counsel for the underwriters and of not more than one firm of attorneys for the sellers of the Registerable Securities;

(e) fees and disbursements of all independent certified public accountants of the Company incurred in connection with such Registration (including the expenses of any special audit and “cold comfort” letters incident to such registration);

(f) fees and disbursements of underwriters (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registerable Securities;

(g) premiums and other costs of securities acts liability insurance if the Company so desires or if the underwriters or selling holders of Registerable Securities so require; and

(h) fees and expenses of any other Persons retained by the Company.

Registerable Securities : “Registerable Securities” shall mean those Securities which have not been sold to the public.

Registration Statement : Any registration statement which covers Registerable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

Securities : “Securities” shall mean the Series A Preferred Stock and Shares of Common Stock into which it may be converted which cannot be sold to the public immediately without registration, whether or not such shares and securities have been sold to the public.

Underwritten registrations or underwritten offering : A registration in which securities of the Company are sold to an underwriter for distribution to the public.

2. Demand Registrations

The Rights Holders shall not have any rights to demand registration of the Registerable Securities. Notwithstanding the foregoing, the Company covenants to use commercially reasonable efforts to file a registration statement as soon as reasonably practicable covering shares of common stock into which outstanding Series A Preferred stock may be converted.

3. Piggyback Registrations .

(a) Participation

Each time the Company decides to file a registration statement under the Securities Act (other than on Forms S-4 or S-8) covering the offer and sale by it or any of its security holders of any of its securities for money, the Company shall give written notice thereof to all Holders of Registerable Securities. The Company shall include in such registration statement such shares of Registerable Securities for which it has received written requests to register such shares within 30 days after such written notice has been given.

(b) Underwriter’s Cutback

If in the good faith judgment of the managing underwriter of such offering the inclusion of all of the shares of Registerable Securities and any other Common Stock requested to be registered would interfere with the successful marketing of a smaller number of such shares, then the number of shares of Registerable Securities and other Common Stock to be included in the offering (except for shares to be issued by the Company in an offering initiated by the Company) shall be reduced to such smaller number with the participation in such offering to be in the following order of priority: (1) first, the shares of Registerable Securities requested to be included, and (2) second, any other shares of Common Stock requested to be included. Any necessary allocation among the Holders of shares within each of the foregoing groups shall be pro rata among such Holders requesting such registration based upon the number of shares of Common Stock and Registerable Securities owned by such Holders.

All shares so excluded from the underwritten public offering shall be withheld from the market by the Holders thereof for a period (not to exceed 30 days prior to the effective date and 90 days thereafter) that the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

4. Hold-Back Agreements

Upon the written request of the managing underwriter of any underwritten offering of the Company’s securities, a Holder of Registerable Securities shall not sell, make any short sale of loan, grant any option for the acquisition of; or otherwise dispose of any Registerable Securities (other than those included in such registration) without the prior written consent of such managing underwriter for a period (not to exceed 30 days before the effective date and 90 days thereafter) that such managing underwriter reasonably determines is necessary in order to effect the underwritten public offering; provided that each of the officers and directors of the Company shall have entered into substantially similar holdback agreements with such

managing underwriter covering at least the same period.

5. Registration Procedures

If and whenever the Company is required to register Registerable Securities in a Piggyback Registration, the Company will use its best efforts to effect such registration to permit the sale of such Registerable Securities in accordance with the intended plan of distribution thereof; and pursuant thereto the Company will as expeditiously as possible:

(a) prepare and file with the Securities and Exchange Commission (“SEC”) as soon as practicable a Registration Statement with respect to such Registerable Securities and use its best efforts to cause such Registration Statement to become effective and remain effective until the Registerable Securities covered by such Registration Statement have been sold;

(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by any Holder of Registerable Securities or any underwriter of Registerable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registerable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus; and

(c) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of any 12-month period (or 90 days, if such period is a fiscal year) (x) commencing at the end of any fiscal quarter in which Registerable Securities are sold to underwriters in an underwritten offering, or, if not sold to underwriters in such an offering, (y) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statements shall cover said 12-month periods.

6. Registration Expenses

All Registration Expenses will be borne by the Company.

7. Exchange Act Reporting Requirements

The Company shall timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. In addition, the Company shall take such other measures and file such other information, documents and reports, as shall hereafter be required by the Commission as a condition to the availability of Rule 144 under the Securities Act (or any successor provision).

8. Requirements for Participation in Underwritten Offering

No Person may participate in any underwritten offering pursuant to a Registration hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

9. Suspension of Sales

Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each Holder of Registerable Securities shall forthwith discontinue disposition of Registerable Securities until such Holder has received copies of the supplemented or amended Prospectus required by Section 5(i) hereof; or until such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holders possession, of the Prospectus covering such Registerable Securities current at the time of receipt of such notice.

10. Expiration of Registration Rights . Notwithstanding anything to the contrary herein, all Registration Rights granted in this Agreement shall expire on December 31, 2019.

11. Miscellaneous

(a) Notices

All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, email, fax, or air courier guaranteeing overnight delivery:

(1) if to a Holder of Registerable Securities, at the most current address given by such Holder to the Company in accordance with the provisions hereof; the initial address for Right Holder and The Company having been set forth in the Private Placement Memorandum ; and

(2) if to the Company, initially at its address set forth in the Private Placement Memorandum and thereafter at such other address, notice of which is given in accordance with, the provisions hereof.

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if faxed; when receipt acknowledged, if emailed; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery. The Company shall promptly provide a list of the most current addresses of the Holders of Registerable Securities given to it in accordance with the provisions hereof to any such Holder for the purpose of enabling such Holder to communicate with other Holders in connection with this Agreement.

(b) Successors and Assigns

This Agreement shall inure to the benefit of and be binding upon the successors

and assigns of each of the parties.

The foregoing notwithstanding, the registration rights granted the Holders of Registerable Securities under this Agreement may not be transferred without the prior written consent of the Company; provided that such registration rights may be transferred without such prior written consent upon written notice to the Company in connection with the transfer of shares of Restricted Stock to a partner of Right Holder or to any affiliate of Right Holder.

(c) Counterparts

This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(d) Table of Contents and Headings

The table of contents and headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(e) Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.

(f) Severability

In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(g) Forms

All references in this Agreement to particular forms of registration statements are intended to include all successor forms which are intended to replace, or to apply to similar transactions as, the forms herein referenced.

(h) Entire Agreement .

This Agreement and any warrants issued pursuant to such agreements are intended by the parties as the final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or therein with respect to the registration rights granted by the Company with respect to the securities sold pursuant to the warrants issued pursuant to such agreements. This Agreement and the warrants issued pursuant to such Agreements supersede all prior agreements and understandings between the parties with respect to such subject matter.

[signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

The Company : ACQUIRED SALES CORP.

By: /s/ Gerard M. Jacobs ____________

Name: Gerard M. Jacobs

Title: Chief Executive Officer

The Investor:

____________________________________ ___________________________________

Signature Signature of Spouse/Partner (if applicable)

____________________________________ ___________________________________

Individual or Entity Name (and Title, if Name

applicable)

____________________________________ ___________________________________

Address Address

CERTIFICATE OF DESIGNATION OF THE RELATIVE RIGHTS AND PREFERENCES OF THE

SERIES A CONVERTIBLE PREFERRED STOCK

OF ACQUIRED SALES CORP.

The undersigned, the Chief Executive Officer of Acquired Sales Corp., a Nevada corporation (the “Company”), in accordance with the provisions of the Nevada Revised Statutes, does hereby certify that, pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of the Company, and by the Board of Directors on the chief executive officer, the following resolution creating a series of Series A Convertible Preferred Stock, was adopted at a duly called meeting of the Board of Directors held on February 4, 2019:

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Company by provisions of the Articles of Incorporation of the Company (the “Articles of Incorporation”), there hereby is created out of the shares of Preferred Stock, par value $0.001 per share, of the Company authorized in Article IV of the Articles of Incorporation (the “Preferred Stock”), a series of Preferred Stock of the Company, to be named “Series A Convertible Preferred Stock,” consisting of four-hundred thousand (400,000) shares, which series shall have the following designations, powers, preferences and relative and other special rights and the following qualifications, limitations and restrictions:

1. Designation and Rank . The designation of such series of the Preferred Stock shall be the Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). The maximum number of shares of Series A Preferred Stock shall be four-hundred thousand (400,000) shares. The Series A Preferred Stock shall rank senior to the common stock, par value $0.001 per share (the “Common Stock”), and to all other classes and series of equity securities of the Company which by their terms do not rank senior to the Series A Preferred Stock (“Junior Stock”). The Series A Preferred Stock shall be subordinate to and rank junior to all indebtedness of the Company now or hereafter outstanding.

2. Dividends .

(a) Payment of Dividends . Subject to Section 5(c)(ii) hereof, the holders of record of shares of Series A Preferred Stock shall be entitled to receive, out of any assets at the time legally available therefor and when and as declared by the Board of Directors, dividends at the rate of three percent (3%) of the stated Liquidation Preference Amount (as defined in Section 4 hereof) per share per annum commencing on the date of issuance (the “Issuance Date”) of the Series A Preferred Stock (the “Dividend Payment”), and no more, payable annually at the option of the Company in cash. Dividends on the Series A Preferred Stock shall be cumulative, shall accrue and be payable annually. Dividends on the Series A Preferred Stock are prior and in

preference to any declaration or payment of any distribution (as defined below) on any outstanding shares of Junior Stock. Such dividends shall accrue on each share of Series A Preferred Stock from day to day whether or not earned or declared so that if such dividends with respect to any previous dividend period at the rate provided for herein have not been paid on, or declared and set apart for, all shares of Series A Preferred Stock at the time outstanding, the deficiency shall be fully paid on, or declared and set apart for, such shares on a pro rata basis with all other equity securities of the Company ranking on a parity with the Series A Preferred Stock as to the payment of dividends before any distribution shall be paid on, or declared and set apart for Junior Stock.

(b) So long as any shares of Series A Preferred Stock are outstanding, the Company shall not declare, pay or set apart for payment any dividend or make any distribution on any Junior Stock (other than dividends or distributions payable in additional shares of Junior Stock), unless at the time of such dividend or distribution the Company shall have paid all accrued and unpaid dividends on the outstanding shares of Series A Preferred Stock.

(c) In the event of a dissolution, liquidation or winding up of the Company pursuant to Section 4, all accrued and unpaid dividends on the Series A Preferred Stock shall be payable on the date of payment of the preferential amount to the holders of Series A Preferred Stock.

(d) Termination of Dividend .

(i) Dividends on the Series A Preferred Stock shall, automatically and without any action on the part of the Company thereof, cease to accrue upon the first date that the Closing Price (as defined below) of the Common Stock exceeds $3.00 for a period of twenty (20) consecutive trading days; provided , that , there has been an average of at least 25,000 shares traded for those 20 consecutive trading days.

(ii) The term “Closing Price” shall mean, for the Company’s common stock as of any date, the last trade price of the common stock on the OTC Markets for the common stock as reported by www.otcmarkets.com. If the Closing Price cannot be calculated for the Company’s common stock on such date on any of the foregoing bases, the Closing Price of the Company’s common stock on such date shall be the fair market value as mutually determined by the Company and the holders of a majority of the outstanding shares of Series A Preferred Stock.

3. Voting Rights . The Series A Preferred Stock shall not have voting rights.

4. Liquidation Preference .

(a) In the event of the liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holders of shares of the Series A Preferred Stock then outstanding shall be entitled to receive, out of the assets of the Company available for distribution to its stockholders, an amount equal to one-hundred dollars ($100.00) per share (the “Liquidation Preference Amount”) of the Series A Preferred Stock plus any accrued and unpaid

dividends before any payment shall be made or any assets distributed to the holders of the Common Stock or any other Junior Stock. If the assets of the Company are not sufficient to pay in full the Liquidation Preference Amount plus any accrued and unpaid dividends payable to the holders of outstanding shares of the Series A Preferred Stock and any series of preferred stock or any other class of stock on a parity, as to rights on liquidation, dissolution or winding up, with the Series A Preferred Stock, then all of said assets will be distributed among the holders of the Series A Preferred Stock and the other classes of stock on a parity with the Series A Preferred Stock, if any, ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The liquidation payment with respect to each outstanding fractional share of Series A Preferred Stock shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series A Preferred Stock. All payments for which this Section 4(a) provides shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of a majority of the Series A Preferred Stock) or a combination thereof; provided , however , that no cash shall be paid to holders of Junior Stock unless each holder of the outstanding shares of Series A Preferred Stock has been paid in cash the full Liquidation Preference Amount plus any accrued and unpaid dividends to which such holder is entitled as provided herein. After payment of the full Liquidation Preference Amount plus any accrued and unpaid dividends to which each holder is entitled, such holders of shares of Series A Preferred Stock will not be entitled to any further participation as such in any distribution of the assets of the Company.

(b) A consolidation or merger of the Company with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Company, or the effectuation by the Company of a transaction or series of related transactions in which more than 50% of the voting shares of the Company is disposed of or conveyed, shall not be deemed to be a liquidation, dissolution, or winding up within the meaning of this Section 4. In the event of the merger or consolidation of the Company with or into another corporation, the Series A Preferred Stock shall maintain its relative powers, designations and preferences provided for herein and no merger inconsistent therewith shall result.

(c) Written notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, stating a payment date and the place where the distributable amounts shall be payable, shall be given by mail, postage prepaid, no less than forty-five (45) days prior to the payment date stated therein, to the holders of record of the Series A Preferred Stock at their respective addresses as the same shall appear on the books of the Company.

5. Conversion . The holder of Series A Preferred Stock shall have the following conversion rights (the “Conversion Rights”):

(a) Right to Convert . Subject to Section 5(a)(ii) below, at any time on or after the Issuance Date, the holder of any such shares of Series A Preferred Stock may, at such holder’s option, subject to the limitations set forth in Section 7 herein, elect to convert (a “Voluntary Conversion”) all or any portion of the shares of Series A Preferred Stock held by such person into a number of fully paid and nonassessable shares of Common Stock equal to the

quotient of (i) the Liquidation Preference Amount of the shares of Series A Preferred Stock being converted divided by (ii) the Conversion Price (as defined in Section 5(d) below) then in effect as of the date of the delivery by such holder of its notice of election to convert. In the event of a liquidation, dissolution or winding up of the Company, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Series A Preferred Stock. In the event of such a liquidation, dissolution or winding up, the Company shall provide to each holder of shares of Series A Preferred Stock notice of such liquidation, dissolution or winding up, which notice shall (i) be sent at least fifteen (15) days prior to the termination of the Conversion Rights and (ii) state the amount per share of Series A Preferred Stock that will be paid or distributed on such liquidation, dissolution or winding up, as the case may be.

(b) Mechanics of Voluntary Conversion . The Voluntary Conversion of Series A Preferred Stock shall be conducted in the following manner:

(i) Holder’s Delivery Requirements . To convert Series A Preferred Stock into full shares of Common Stock on any date (the “Voluntary Conversion Date”), the holder thereof shall (A) transmit by email or facsimile (or otherwise deliver), for receipt on or prior to 5:00 p.m., Illinois time on such date, a copy of a fully executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”), to the Company, and (B) surrender to a common carrier for delivery to the Company as soon as practicable following such Voluntary Conversion Date but in no event later than three (3) business days after such date the original certificates representing the shares of Series A Preferred Stock being converted (or an indemnification undertaking with respect to such shares in the case of their loss, theft or destruction) (the “Preferred Stock Certificates”) and the originally executed Conversion Notice.

(ii) Company’s Response . Upon receipt by the Company of a email or facsimile copy of a Conversion Notice, the Company shall immediately send, via email or facsimile, a confirmation of receipt of such Conversion Notice to such holder. Upon receipt by the Company of a copy of the fully executed Conversion Notice, the Company or its designated transfer agent (the “Transfer Agent”), as applicable, shall as soon as practicable and in no event later than five (5) business days after receipt of the Preferred Stock Certificate(s) and at the Company’s expense, issue and deliver to the holder a Common Stock Certificate representing the number of shares of Common Stock into which the Series A Preferred Shares were converted and a new Preferred Stock Certificate representing the Series A Preferred Stock not converted, if any.

(iii) Dispute Resolution . In the case of a dispute as to the arithmetic calculation of the number of shares of Common Stock to be issued upon conversion, the Company shall cause its Transfer Agent to promptly issue to the holder the number of shares of Common Stock that is not disputed and shall submit the arithmetic calculations to the holder via email or facsimile as soon as possible, but in no event later than three (3) business days after receipt of such holder’s Conversion Notice.

(iv) Record Holder . The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of the Series A Preferred Stock shall be

treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

(c) Mandatory Conversion .

(i) Unless the following provision is delayed or terminated by the Company in its sole discretion, each share of Series A Preferred Stock outstanding on the Mandatory Conversion Date shall, automatically and without any action on the part of the holder thereof, convert into a number of fully paid and nonassessable shares of Common Stock equal to the quotient of (i) the Liquidation Preference Amount of the shares of Series A Preferred Stock outstanding on the Mandatory Conversion Date divided by (ii) the Conversion Price in effect on the Mandatory Conversion Date.

(ii) As used herein, “Mandatory Conversion Date” shall be the first date that the Closing Price (as defined in Section 2(d)(ii) above) of the Common Stock exceeds $5.00 for a period of twenty (20) consecutive trading days; provided , that , there has been an average of at least 50,000 shares traded for those 20 consecutive trading days. The Mandatory Conversion Date and the Voluntary Conversion Date collectively are referred to in this Certificate of Designation as the “Conversion Date.”

(iii) On the Mandatory Conversion Date, the outstanding shares of Series A Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its Transfer Agent; provided , however , that the Company shall not be obligated to issue the shares of Common Stock issuable upon conversion of any shares of Series A Preferred Stock unless certificates evidencing such shares of Series A Preferred Stock are either delivered to the Company or the holder notifies the Company that such certificates have been lost, stolen, or destroyed, and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. Upon the occurrence of the automatic conversion of the Series A Preferred Stock pursuant to this Section 5, the holders of the Series A Preferred Stock shall surrender the certificates representing the Series A Preferred Stock for which the Mandatory Conversion Date has occurred to the Company and the Company shall cause its Transfer Agent to deliver the shares of Common Stock issuable upon such conversion (in the same manner set forth in Section 5(b)(ii)) to the holder within three (3) business days of the holder’s delivery of the applicable Preferred Stock Certificates.

(d) Conversion Price . The term “Conversion Price” shall mean $1.00 per share, subject to adjustment under Section 5(e) hereof; provided , however that the Conversion Price may only be adjusted to an amount greater than $1.00 per share to the extent that it is adjusted pursuant to Section 5(e)(i).

(e) Adjustments of Conversion Price .

(i) Adjustments for Stock Splits and Combinations . If the Company shall at any time or from time to time after the Issuance Date, effect a stock split of the

outstanding Common Stock, the Conversion Price shall be proportionately decreased. If the Company shall at any time or from time to time after the Issuance Date, combine the outstanding shares of Common Stock, the Conversion Price shall be proportionately increased. Any adjustments under this Section 5(e)(i) shall be effective at the close of business on the date the stock split or combination becomes effective.

(ii) Adjustments for Certain Dividends and Distributions . If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the Conversion Price shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction:

(1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and

(2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

(iii) Adjustment for Other Dividends and Distributions . If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in securities of the Company other than shares of Common Stock, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holders of Series A Preferred Stock shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have received had their Series A Preferred Stock been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section 5(e)(iii) with respect to the rights of the holders of the Series A Preferred Stock; provided , however , that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions; and provided further , however, that no such adjustment shall be made if the holders of Series A Preferred Stock simultaneously receive (i) a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Preferred Stock had been converted into Common Stock on the date of such event or (ii) a dividend or other distribution of shares of Series A Preferred Stock which are convertible, as of the date of such event, into such

number of shares of Common Stock as is equal to the number of additional shares of Common Stock being issued with respect to each share of Common Stock in such dividend or distribution.

(iv) Adjustments for Reclassification, Exchange or Substitution . If the Common Stock issuable upon conversion of the Series A Preferred Stock at any time or from time to time after the Issuance Date shall be changed to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections 5(e)(i), (ii) and (iii), or a reorganization, merger, consolidation, or sale of assets provided for in Section 5(e)(v)), then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of each share of Series A Preferred Stock shall have the right thereafter to convert such share of Series A Preferred Stock into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such share of Series A Preferred Stock might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein.

(v) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets . If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 5(e)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 5(e)(iv)), or a merger or consolidation of the Company with or into another corporation where the holders of outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Company’s properties or assets to any other person (an “Organic Change”), then as a part of such Organic Change an appropriate revision to the Conversion Price shall be made if necessary so that the holder of each share of Series A Preferred Stock shall have the right thereafter to convert such share of Series A Preferred Stock into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5(e)(v) with respect to the rights of the holders of the Series A Preferred Stock after the Organic Change to the end that the provisions of this Section 5(e)(v) (including any adjustment in the Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of the Series A Preferred Stock) shall be applied after that event in as nearly an equivalent manner as may be practicable.

(f) No Impairment . The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith, assist in the carrying out of all the provisions of this Section 5 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Series A Preferred Stock against impairment.

In the event a holder shall elect to convert any shares of Series A Preferred Stock as provided herein, the Company cannot refuse conversion based on any claim that such holder or any one associated or affiliated with such holder has been engaged in any violation of law, unless, an injunction from a court, on notice, restraining and/or adjoining conversion of all or of said shares of Series A Preferred Stock shall have been issued and the Company posts a surety bond for the benefit of such holder in an amount equal to 100% of the Liquidation Preference Amount of the Series A Preferred Stock such holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such holder in the event it obtains judgment.

(g) Certificates as to Adjustments . Upon occurrence of each adjustment or readjustment of the Conversion Price or number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock pursuant to this Section 5, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of such Series A Preferred Stock a certificate setting forth such adjustment and readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon written request of the holder of such affected Series A Preferred Stock, at any time, furnish or cause to be furnished to such holder a like certificate setting forth such adjustments and readjustments, the Conversion Price in effect at the time, and the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon the conversion of a share of such Series A Preferred Stock. Notwithstanding the foregoing, the Company shall not be obligated to deliver a certificate unless such certificate would reflect an increase or decrease of at least one percent of such adjusted amount.

(h) Issue Taxes . The Company shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of shares of Series A Preferred Stock pursuant thereto; provided , however , that the Company shall not be obligated to pay any transfer taxes resulting from any transfer requested by any holder in connection with any such conversion.

(i) Notices . All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by email or facsimile or three (3) business days following being mailed by certified or registered mail, postage prepaid, return-receipt requested, addressed to the holder of record at its address appearing on the books of the Company. The Company will give written notice to each holder of Series A Preferred Stock at least twenty (20) days prior to the date on which the Company closes its books or sets a record date (I) with respect to any dividend or distribution upon the Common Stock, (II) with respect to any pro rata subscription offer to holders of Common Stock or (III) for determining rights to vote with respect to any Organic Change, dissolution, liquidation or winding-up and in no event shall such notice be provided to such holder prior to such information being made known to the public. The Company will also give written notice to each holder of Series A Preferred Stock at least twenty (20) days prior to the date on which any Organic Change, dissolution, liquidation or winding-up will take place; provided, however, no such notice shall be required to be provided to such holder prior to such information being made known to the public.

(j) Fractional Shares . No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to the product of such fraction multiplied by the average of the Closing Prices of the Common Stock for the five (5) consecutive trading immediately preceding the Voluntary Conversion Date or any Mandatory Conversion Date, as applicable.

(k) Reservation of Common Stock . The Company shall, so long as any shares of Series A Preferred Stock are outstanding, reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series A Preferred Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Series A Preferred Stock then outstanding; provided that the number of shares of Common Stock so reserved shall at no time be less than the number of shares of Common Stock for which the shares of Series A Preferred Stock are at any time convertible. The initial number of shares of Common Stock reserved for conversions of the Series A Preferred Stock and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Series A Preferred Stock based on the number of shares of Series A Preferred Stock held by each holder of record at the time of issuance of the Series A Preferred Stock or increase in the number of reserved shares, as the case may be. In the event a holder shall sell or otherwise transfer any of such holder’s shares of Series A Preferred Stock, each transferee shall be allocated a pro rata portion of the number of reserved shares of Common Stock reserved for such transferor. Any shares of Common Stock reserved and which remain allocated to any person or entity which does not hold any shares of Series A Preferred Stock shall be allocated to the remaining holders of Series A Preferred Stock, pro rata based on the number of shares of Series A Preferred Stock then held by such holder.

(l) Regulatory Compliance . If any shares of Common Stock to be reserved for the purpose of conversion of Series A Preferred Stock require registration or listing with or approval of any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such shares may be validly issued or delivered upon conversion, the Company shall, at its sole cost and expense, in good faith and as expeditiously as possible, endeavor to secure such registration, listing or approval, as the case may be.

6. No Preemptive Rights . Except as provided in Section 5 hereof and in the Purchase Agreement, no holder of the Series A Preferred Stock shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class, but all such new or additional shares of any class, or any bond, debentures or other evidences of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the Board of Directors on such terms and for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion may deem advisable.

7. Redemption and Expiration of Voluntary Conversion . There shall be no “maturity date” and no redemption rights for the Series A Preferred Stock.

8. Vote to Change the Terms of or Issue Preferred Stock . The affirmative vote at a meeting duly called for such purpose or the written consent without a meeting, of the holders of three-fourths (3/4) of the then outstanding shares of Series A Preferred Stock, shall be required for any change to this Certificate of Designation or the Articles of Incorporation which would amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series A Preferred Stock.

9. Lost or Stolen Certificates . Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing the shares of Series A Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided , however , the Company shall not be obligated to re-issue Preferred Stock Certificates if the holder contemporaneously requests the Company to convert such shares of Series A Preferred Stock into Common Stock.

10. Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief . The remedies provided in this Certificate of Designation shall be cumulative and in addition to all other remedies available under this Certificate of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a holder’s right to pursue actual damages for any failure by the Company to comply with the terms of this Certificate of Designation. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holders of the Series A Preferred Stock and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holders of the Series A Preferred Stock shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

11. Specific Shall Not Limit General; Construction . No specific provision contained in this Certificate of Designation shall limit or modify any more general provision contained herein. This Certificate of Designation shall be deemed to be jointly drafted by the Company and all initial purchasers of the Series A Preferred Stock and shall not be construed against any person as the drafter hereof.

IN WITNESS WHEREOF, the undersigned has executed and subscribed this Certificate and does affirm the foregoing as true effective as of the 4th day of February, 2019.

ACQUIRED SALES CORP.

By: /s/ Gerard M. Jacobs

Gerard M. Jacobs

Chief Executive Officer

EXHIBIT I

ACQUIRED SALES CORP.

CONVERSION NOTICE

Reference is made to the Certificate of Designation of the Relative Rights and Preferences of the Series A Preferred Stock of Acquired Sales Corp. (the “Certificate of Designation”). In accordance with and pursuant to the Certificate of Designation, the undersigned hereby elects to convert the number of shares of Series A Preferred Stock, par value $0.001 per share (the “Preferred Shares”), of Acquired Sales Corp., a Nevada corporation (the “Company”), indicated below into shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company, by tendering the stock certificate(s) representing the share(s) of Preferred Shares specified below as of the date specified below.

Date of Conversion:

Number of Preferred Shares to be converted:

Stock certificate no(s). of Preferred Shares to be converted:

Please confirm the following information:

Conversion Price:

Number of shares of Common Stock to be issued:

Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Date of Conversion:

Please issue the Common Stock into which the Preferred Shares are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address:

	Issue to:

	Email:

	Authorization:
		By:
		Title:
		Dated:

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT is dated as of February 27, 2019 (this " Agreement " ) by and among

Ablis LLC, an Oregon limited liability company (Ablis LLC or its successor Oregon corporation, " Ablis " ), Bendistillery Inc. d/b/a/ Crater Lake Spirits, an Oregon corporation (" Bendistillery "), Bend Spirits, Inc., an Oregon corporation ("Bend Spirits"), Bendis Homes Pinehurst, LLC, an Oregon limited liability company (" Landowner "), James A. Bendis (" Bendis "), and Alan T. Dietrich (" Dietrich "),

and

Acquired Sales Corp., a Nevada corporation (" Buyer "), Gerard M. Jacobs (" GJacobs ") and William C. "Jake" Jacobs (" WJacobs ").

Ablis, Bendistillery and Bend Spirits are hereafter sometimes referred to individually as a " Seller " and are hereafter sometimes referred to collectively as the " Sellers ". Sellers, Landowner, Bendis, Dietrich, Buyer, GJacobs and WJacobs are hereafter sometimes referred to individually as a " Party " and are hereafter sometimes referred to collectively as the " Parties ".

In consideration of the mutual benefits to be derived and the representations and warranties, conditions and promises herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE 1

SALE AND PURCHASE OF OWNERSHIP INTERESTS

1.1 Sale and Purchase of Ablis Common Stock .

(a) Immediately following the execution of this Agreement, Bendis shall cause Ablis to convert from an Oregon limited liability company into an Oregon corporation.

(b) Following such conversion, Ablis shall sell, transfer, assign and deliver unto Buyer, and Buyer shall purchase (the " First Tranche Ablis Purchase ") from Seller, newly issued, fully paid and non-assessable shares of common stock of Ablis evidencing ownership of 4.99% of the ownership equity of Ablis following the First Tranche Ablis Purchase (" Buyer's First Tranche Ablis Stock ") for a purchase price of $399,200 in cash payable via wire transfer to Ablis.

(c) Following receipt of the OLCC Approval (as hereafter defined), Ablis shall sell, transfer, assign and deliver unto Buyer, and Buyer shall purchase (the " Second Tranche Ablis Purchase ") from Seller, newly issued, fully paid and non-assessable shares of common stock of Ablis evidencing ownership of up to an additional 15% of the ownership equity of Ablis following the Second Tranche Ablis Purchase (" Buyer's Second Tranche Ablis Stock ") for a purchase price of $80,000 per additional 1% of the ownership equity of Ablis (or a

total of $1,200,000 if all additional 15% of the ownership equity of Ablis is purchased by Buyer in the Second Tranche Ablis Purchase, so that Buyer would then own 19.99% of the ownership equity of Ablis) in cash payable via wire transfer to Ablis.

1.2 Sale and Purchase of Bendistillery Common Stock .

(a) Bendistillery shall sell, transfer, assign and deliver unto Buyer, and Buyer shall purchase (the " First Tranche Bendistillery Purchase ") from Seller, newly issued, fully paid and non-assessable shares of common stock of Bendistillery evidencing ownership of 4.99% of the ownership equity of Bendistillery following the First Tranche Bendistillery Purchase (" Buyer's First Tranche Bendistillery Stock ") for a purchase price of $1,347,300 in cash payable via wire transfer to Bendistillery.

(b) Following receipt of the OLCC Approval, Bendistillery shall sell, transfer, assign and deliver unto Buyer, and Buyer shall purchase (the " Second Tranche Bendistillery Purchase ") from Seller, newly issued, fully paid and non-assessable shares of common stock of Bendistillery evidencing ownership of up to an additional 15% of the ownership equity of Bendistillery following the Second Tranche Bendistillery Purchase (" Buyer's Second Tranche Bendistillery Stock ") for a purchase price of $270,000 per additional 1% of the ownership equity of Bendistillery (or a total of $4,050,000 if all additional 15% of the ownership equity of Bendistillery is purchased by Buyer in the Second Tranche Bendistillery Purchase, so that Buyer would then own 19.99% of the ownership equity of Bendistillery) in cash payable via wire transfer to Bendistillery.

1.3 Sale and Purchase of Bend Spirits Common Stock .

(a) Bend Spirits shall sell, transfer, assign and deliver unto Buyer, and Buyer shall purchase (the " First Tranche Bend Spirits Purchase ") from Seller, newly issued, fully paid and non-assessable shares of common stock of Bend Spirits evidencing ownership of 4.99% of the ownership equity of Bend Spirits following the First Tranche Bend Spirits Purchase (" Buyer's First Tranche Bend Spirits Stock ") for a purchase price of $149,700 in cash payable via wire transfer to Bend Spirits.

(b) Following receipt of the OLCC Approval, Bend Spirits shall sell, transfer, assign and deliver unto Buyer, and Buyer shall purchase (the " Second Tranche Bend Spirits Purchase ") from Seller, newly issued, fully paid and non-assessable shares of common stock of Bend Spirits evidencing ownership of up to an additional 15% of the ownership equity of Bend Spirits following the Second Tranche Bend Spirits Purchase (" Buyer's Second Tranche Bend Spirits Stock ") for a purchase price of $30,000 per additional 1% of the ownership equity of Bend Spirits (or a total of $450,000 if all additional 15% of the ownership equity of Bend Spirits is purchased by Buyer in the Second Tranche Bend Spirits Purchase so that Buyer would then own 19.99% of the ownership equity of Bend Spirits) in cash payable via wire transfer to Bend Spirits.

1.4 Equity Percentages Purchased in Second Tranche . The additional percentage of the ownership equity of Ablis purchased by Buyer in the Second Tranche Ablis Purchase, the additional percentage of the ownership equity of Bendistillery purchased by Buyer in the Second Tranche Bendistillery Purchase, and the additional percentage of the ownership equity of Bend Spirits purchased by Buyer in the Second Tranche Bend Spirits Purchase, shall be determined by Buyer and shall all be the exact same percentage (the " Second Tranche Equity Percentage ").

1.5 Closings of Purchases.

(a) The closing (the " First Tranche Closing ") of the First Tranche Ablis Purchase, the First Tranche Bendistillery Purchase and the First Tranche Bend Spirits Purchase (collectively the " First Tranche Purchase ") shall occur on the date (the " First Tranche Closing Date ") and at the location specified in Section 8.1(a).

(b) The closing (the " Second Tranche Closing ") of the Second Tranche Ablis Purchase, the Second Tranche Bendistillery Purchase and the Second Tranche Bend Spirits Purchase (collectively the " Second Tranche Purchase ") shall occur on the date (the " Second Tranche Closing Date ") and at the location specified in Section 8.1(b).

(c) The First Tranche Purchase and the Second Tranche Purchase are hereafter sometimes referred to collectively as the " Purchase ".

ARTICLE 2

PAY OFF OF OUTSTANDING LIABILITIES

2.1 Outstanding Liabilities . Sellers, Bendis and Dietrich agree, represent and warrant to Buyer that at the First Tranche Closing, the aggregate liabilities of Sellers shall not exceed a total of $1,500,000.

2.2 Pay Off . At the First Tranche Closing, Sellers, Bendis and Dietrich shall cause Sellers to pay off at least $1,000,000 of Sellers' liabilities, and shall provide satisfactory evidence of such pay off to Buyer, provided that Buyer understands and acknowledges that (a) Sellers have contractual performance obligations on certain outstanding contracts that will continue following the First Tranche Closing, and (b) Sellers have on-going business operations that regularly generate liabilities including but not limited to typical trade payables that are not yet due and payable and accrued employee payroll obligations that are due and payable periodically, and that such on-going business operations will continue following the First Tranche Closing, and that such liabilities which are not yet due and payable will not be paid off at the First Tranche Closing (collectively the " Liabilities Payoff ").

ARTICLE 3

LEASE OF TUMALO PROPERTY

At the First Tranche Closing, Landowner (as landlord) and Bendistillery (as tenant) shall enter into a long-term recorded lease of the 23 acres in Tumalo outside Bend, Oregon, where Sellers conduct their businesses (the " Real Estate "), which lease shall be mutually acceptable to all of the Parties (the " Lease ") and shall be consistent with the following terms: The initial term of the Lease shall be at least 20 years at a rent of $17,500 per month; Tenant shall have the right, in its sole discretion, to exercise a series of options to extend the term of the Lease up to a maximum of 99 years; and Tenant shall have a 60-day right of first refusal if Landowner ever decides to sell all or any portion of the Real Estate.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF

SELLERS, LANDOWNER, BENDIS AND DIETRICH

Sellers, Landowner, Bendis and Dietrich hereby represent and warrant to Buyer as follows:

4.1 Organization . Each of Bendistillery and Bend Spirits is, and Ablis on the First Tranche Closing Date will be, a duly organized corporation, validly existing and in good standing under the laws of the State of Oregon, with the corporate power and authority to conduct its business as it is presently being conducted and to own and lease its properties and assets.

4.2 Authorization . This Agreement has been duly executed and delivered by each Seller, Landowner, Bendis and Dietrich and is a valid and binding obligation of each Seller, Landowner, Bendis and Dietrich, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors rights generally and (b) general principles of equity (whether considered in an action in equity or at law).

4.3 No Conflict . Subject to Section 4.9(d), neither the execution and delivery of this Agreement by each Seller, Bendis and Dietrich, nor the execution and delivery of the Lease by Landowner and Bendistillery, nor the consummation of the Purchase and other transactions contemplated hereunder, nor the fulfillment by each Seller, Landowner, Bendis and Dietrich the terms of this Agreement or the Lease will:

(a) conflict with or result in a breach by any Seller, Landowner, Bendis or Dietrich of, or constitute a default under, or create an event that, with the giving of notice or the lapse of time, or both, would be a default under or breach of, or give a right to terminate or cancel under, any of the terms, conditions or provisions of (1) any indenture, mortgage, lease, deed of trust, pledge, loan or credit agreement, or any other material contract, arrangement or agreement to which any Seller, Landowner, Bendis or Dietrich is a party or to which any material portion of the assets of any Seller, Landowner, Bendis or Dietrich is subject, (2) the Articles of Incorporation, Bylaws or organizational documents of any Seller or Landowner, or (3) any judgment, order, writ, injunction, decree or demand of any governmental entity which materially affects any Seller, Landowner, Bendis or Dietrich, or is likely to adversely affect any Seller's or Landowner's ability to conduct its business or own, rent or convey its assets;

(b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any material assets of any Seller, Landowner, Bendis or Dietrich, or which materially affects any Seller's ability to conduct its business as conducted prior to the date of this Agreement; or

(c) cause a loss or adverse modification of any permit, license, or other authorization granted by a governmental entity to or otherwise held by any Seller, Landowner, Bendis or Dietrich.

Except for this Agreement, none of the Sellers has any legal obligation, absolute or contingent, to

any other person or entity to sell any capital stock or other ownership interest in any Seller, or the business or any material assets of any Seller, or to effect any merger, consolidation or other reorganization of any Seller or to enter into any agreement with respect thereto.

4.4 Capitalization; No Subsidiaries .

(a) At the First Tranche Closing, subject to Section 4.4 (e): (1) the authorized capital stock of each Seller will consist of 500,000 shares of common stock, of which 100,000 shares will be issued and outstanding, and of which 4,990 or 4.99% will be owned by Buyer; (2) All outstanding shares of common stock of each Seller will be duly authorized, validly issued, fully paid and non-assessable; (3) There will be no outstanding options, warrants or other rights to acquire, or any securities or obligations convertible into or exchangeable for, any shares of the capital stock of any Seller which have been issued or granted by or are binding upon any Seller; (4) Buyer's First Tranche Ablis Stock, Buyer's First Tranche Bendistillery Stock and Buyer's First Tranche Bend Spirits Stock will be free and clear of all encumbrances; and (5) The delivery to Buyer at the First Tranche Closing of certificates evidencing Buyer's First Tranche Ablis Stock, Buyer's First Tranche Bendistillery Stock and Buyer's First Tranche Bend Spirits Stock will convey and transfer to Buyer good, complete and marketable title to 4,990 shares of capital stock of each Seller, free and clear of any and all restrictions or conditions to transfer or assignment including but not limited to any restrictions or conditions to transfer or assignment contained in any Seller's Articles of Incorporation, By Laws, agreements or contracts, all of which restrictions and conditions are expressly and permanently waived by Sellers, Bendis and Dietrich, excluding only restrictions on transfer imposed by federal or state securities laws, and free and clear of all defects of title or encumbrances.

(b) At the Second Tranche Closing, subject to Section 4.4 (e): (1) the authorized capital stock of each Seller will consist of 500,000 shares of common stock, of which a certain number of shares will be issued and outstanding consistent with Article 1, and of which a certain number and percentage will be owned by Buyer consistent with Article 1; (2) All outstanding shares of common stock of each Seller will be duly authorized, validly issued, fully paid and non-assessable; (3) There will be no outstanding options, warrants or other rights to acquire, or any securities or obligations convertible into or exchangeable for, any shares of the capital stock of any Seller which have been issued or granted by or are binding upon any Seller; (4) Buyer's Second Tranche Ablis Stock, Buyer's Second Tranche Bendistillery Stock and Buyer's Second Tranche Bend Spirits Stock will be free and clear of all encumbrances; and (5) The delivery to Buyer at the Second Tranche Closing of certificates evidencing Buyer's Second Tranche Ablis Stock, Buyer's Second Tranche Bendistillery Stock and Buyer's Second Tranche Bend Spirits Stock will convey and transfer to Buyer good, complete and marketable title to a certain number of shares of capital stock of each Seller consistent with Article 1, free and clear of any and all restrictions or conditions to transfer or assignment including but not limited to any restrictions or conditions to transfer or assignment contained in any Seller's Articles of Incorporation, By Laws, agreements or contracts, all of which restrictions and conditions are expressly and permanently waived by Sellers, Bendis and Dietrich, excluding only restrictions on transfer imposed by federal or state securities laws, and free and clear of all defects of title or encumbrances.

(c) No Seller owns, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, business association, joint venture or other entity.

(d) At or prior to the First Tranche Closing, Sellers will provide to

Buyer complete and correct copies of the Articles of Incorporation and Bylaws of Sellers, and of all outstanding shares of common stock of Sellers.

(e) Bendistillery has entered into a Phantom Equity Grant Agreement dated July 1, 2018 with each of Jennifer L. Padilla and Hannah S. Viens.

4.5 Financial Statements .

(a) The unaudited balance sheets and profit & loss statements of Sellers provided to Buyer during Buyer's due diligence investigation of Sellers (" Sellers' Financial Statements ") present fairly in all material respects the financial position and results of operations and cash flows of Sellers as of the dates and for the periods covered by Sellers' Financial Statements, and are in agreement with the books and records of Sellers in all material respects.

(b) Sellers have no known bona fide liabilities which have not been reflected in Sellers' Financial Statements. Except as set forth in Sellers' Financial Statements, there are no facts known to Sellers, Bendis or Dietrich which are reasonably likely to give rise to any bona fide material claims against or liabilities or obligations of Sellers.

4.6 Absence of Certain Facts or Events .

(a) Sellers do not have any employment agreements, bonus agreements, pension plan, other benefit plan other than as disclosed by Sellers to Buyer during Buyer's due diligence investigation of Sellers (" Sellers' Due Diligence Disclosures ").

(b) No person or entity has any options or rights to acquire capital stock of any Seller, nor any rights to redeem or repurchase any outstanding shares of common stock of any Seller, nor any rights to any dividend or distribution from any Seller, nor any rights to merge any Seller with or into any entity, nor any rights to any purchase or other acquisition by any Seller of capital stock or other interest in any other entity, nor any rights to any purchase or other acquisition by any Seller of all or substantially all of the business or assets of any other entity, nor any rights in regard to any transfer or sale of a substantial portion of any Seller's business or assets to any entity, nor any transaction involving the sale, assignment, modification or transfer of any contractual rights or claims of any Seller or its affiliates or any agreement to take any such actions.

(c) At the completion of the First Tranche Closing, Sellers will not have any obligation or liability as a result of borrowed money, nor any commitment to borrow money, nor any mortgage, pledge, security interest or other lien on Sellers' assets to secure debt, nor any other encumbrance placed on assets of Sellers, nor any loans made or agreed to be made by Sellers, nor any failure to pay or perform any other monetary obligation of Sellers when and to the extent due.

(d) Sellers, Bendis and Dietrich have not received any formal notification, or, to the best knowledge of Sellers, Bendis and Dietrich, any informal notice, from any customer of Sellers that Sellers is in default of any its contractual obligations in any material respect, excepting only the pending dispute with HS Beverages that is scheduled for mediation on February 28, 2019.

4.7 Equipment and Personal Property . At the First Tranche Closing: (a)

Sellers will own all items of equipment and other personal property used in or necessary for the conduct of Sellers' businesses as currently conducted (the " Equipment and Personal Property "); (b) Sellers will have good and marketable title to all of the Equipment and Personal Property, in each case, free and clear of all encumbrances of any nature whatsoever; and (c) The Equipment and Personal Property is generally in good condition (subject to ordinary wear and tear), has been generally maintained in accordance with good industry practice and is suitable for the uses for which it is presently being used in the businesses of Sellers.

4.8 Contracts and Commitments .

(a) Except as set forth in Sellers' Due Diligence Disclosures, Sellers have no (1) collective bargaining agreements; (2) employment, consulting or similar agreement, contract or commitment which is not terminable without penalty or cost by Sellers on notice of 30 days or less; (3) lease of real or personal property having a term in excess of one year; (4) note or other evidence of indebtedness for borrowed money; (5) agreement of guaranty or indemnification; (6) agreement, contract or commitment limiting the freedom of Sellers to engage in any line of business or compete with any person or entity; (7) agreement, contract or commitment relating to future capital expenditures; or (8) agreement, contract or commitment relating to the acquisition of assets of, or any interest in, any business enterprise.

(b) Except as set forth in Sellers' Due Diligence Disclosures: (1) Sellers, Landowner, Bendis and Dietrich are not in violation of, nor has any Seller, Landowner, Bendis or Dietrich received any claim that it or he has breached, any of the terms or conditions of any Seller's agreements, contracts or commitments in such manner as would permit any other party thereto to cancel or terminate any such agreement, contract or commitment or impose a fee or charge as a result of such breach, if any such breach or breaches singly or in the aggregate is reasonably likely to have a material adverse effect on any Seller; (2) Each of Sellers' agreements, contracts and commitments is in full force and effect and there is no material breach or default by any party thereto; and (3) There are no facts or conditions which have occurred or are, based on facts presently known to exist, anticipated which, through the passage of time or the giving of notice, or both, would constitute a default under any Seller's agreements, contracts or commitments giving rise to a right to cancel or a claim for damages in excess of $25,000 or would cause the acceleration of any obligation of any party thereto or the creation of an encumbrance which is reasonably likely to materially limit the use, modification or sale of any asset of any Seller.

4.9 Permits and Authorizations .

(a) Subject to Section 4.9(d): Each Seller, Landowner, Bendis and Dietrich has obtained all approvals, consents, licenses, permits, grants or other authorizations of a governmental entity pursuant to which each Seller and Landowner conducts its business or holds any of its assets (herein collectively called " Authorizations " ); all Authorizations are in full force and effect and constitute all Authorizations required to permit Sellers and Landowner to operate their assets and conduct their businesses following the First Tranche Closing Date as such assets and businesses are presently operated and conducted; and the consummation of the transactions contemplated by this Agreement will not require any transfer, renewal or notice with respect to any Authorizations.

(b) Subject to Section 4.9(d): Neither any Seller, Landowner, Bendis nor Dietrich has been notified or presently has reason to believe any of the Authorizations will not in the ordinary course be renewed upon its expiration.

(c) Subject to Section 4.9(d): Neither any Seller, Landowner, Bendis nor Dietrich has received in writing, nor does any Seller, Bendis or Dietrich have any knowledge of, any claim or assertion that any Seller or Landowner has breached any of the terms or conditions of any Authorizations in such manner as would permit any other person or entity to cancel, terminate or materially amend any Authorization necessary to permit the continued operation of Sellers and Landowner as presently conducted.

(d) A Statement of Funding Sources (the " Statement of Funding Sources ") must be submitted by Buyer to the Oregon Liquor Control Commission (the " OLCC "), and approval from the OLCC (" OLCC Approval ") is a condition to the Second Tranche Closing. Within 30 days following the First Tranche Closing Date, and within 30 days following the Second Tranche Closing Date, one or more Personnel Questionnaires (the " Personnel Questionnaires ") must be submitted by Buyer to the U.S. Department of the Treasury Alcohol and Tobacco Tax and Trade Bureau (the " ATTTB ").

4.10 No Violations .

(a) To the knowledge of Sellers, Landowner, Bendis and Dietrich, Sellers are not in violation of any applicable law, statute, order, rule or regulation promulgated or judgment entered (or, with respect to rules and regulations of administrative agencies, known by Sellers, Landowner, Bendis or Dietrich to be proposed) by any governmental entity in a manner which is reasonably likely to have a material adverse effect upon any Seller or Landowner.

(b) Subject to Section 4.9(d): To the knowledge of Sellers, Landowner, Bendis and Dietrich, no consent, approval or authorization of, or declaration, filing or registration with, any governmental entity is required to be made or obtained by Sellers or Landowner in connection with the execution, delivery and performance by Sellers and Landowner of this Agreement and the Lease and the consummation of the transactions contemplated hereby, or the continued operation of Sellers' and Landowner's businesses.

4.11 Proceedings .

(a) Except as set forth in Sellers' Due Diligence Disclosures and except as described in Section 4.6(d), there are no suits, actions, arbitrations, mediations, or other legal proceedings or, to Sellers', Bendis' or Dietrich's knowledge, governmental investigations, pending against any Seller or as to which any Seller has received any claim or assertion.

(b) Except as set forth in Sellers' Due Diligence Disclosures, there is no pending or, to the knowledge of Sellers, Bendis or Dietrich, threatened claim, action, suit, inquiry, proceeding or investigation by any individual or governmental entity in which a product of Sellers is alleged to have a defect and which is reasonably likely to result in a material claim.

(c) There is no suit, action or proceeding or investigation threatened against or affecting any Seller that is likely to prevent or materially delay the ability of Sellers to consummate the transactions contemplated by this Agreement or to carry on their businesses as now conducted, nor is there any judgment, decree, injunction, rule or order of any governmental entity or arbitrator outstanding against any Seller having, or which in the future could have, any such effect.

4.12 Insurance Policies . All of Sellers' insurance policies included in Sellers'

Due Diligence Disclosures are in full force and effect.

4.13 Proprietary Information and Rights . Sellers' Due Diligence Disclosures accurately list all patents, patent applications, patent and know-how licenses, proprietary formulae, trademarks (registered or unregistered), service marks, trademark registrations and applications, trade names, fictitious business names, computer software and other intellectual property rights owned by any Seller (collectively, " Sellers' IP " ). No Sellers' IP conflicts with, infringes on or otherwise violates any rights of others, or requires payments to be made to any person or entity, or are subject to any pending or overtly threatened litigation or other adverse claims or infringement by other persons or entities. There has been no written, or to the knowledge of Sellers, Bendis or Dietrich, other claim of infringement by Sellers of any domestic or foreign patents, trademarks, service marks or copyrights of any other person or entity. Nothing in this Section is intended to suggest that Sellers are exempt from any requirement to pay licensing fees to software companies in any case when any Seller chooses to use such companies' intellectual property.

4.14 Employee Benefit Plans . Sellers' Due Diligence Disclosures accurately describe any employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) of any Seller.

4.15 Employment Laws .

(a) Sellers are in compliance in all material respects with all federal, state or other applicable laws, respecting employment and employment practices, terms and conditions of employment, wages and hours, affirmative action and occupational safety (except for violations or failures to comply which are not reasonably likely to result in penalties in excess of $25,000), and have not received notice of, and are not engaged in, any unfair labor practice.

(b) No unfair labor practice complaint against any Seller is pending before the National Labor Relations Board or any county, municipality, agency or department of the State of Oregon or any other state.

(c) There is no labor strike, dispute, slowdown or stoppage actually pending or against or affecting any Seller.

(d) There are not, and in the past three years have not been, any material claims, grievances or arbitration proceedings, workers compensation proceedings, labor disputes (including charges of violations of any federal, state or local laws or regulations relating to current or former employees (including retirees) or current or former applicants for employment), governmental investigations, or administrative proceedings of any kind pending or, to the best knowledge of Sellers, Bendis or Dietrich, threatened against or relating to any Seller, its employees or employment practices, or operations as they pertain to conditions of employment; nor is any Seller subject to any order, judgment, decree, award, or administrative ruling arising from any such matter.

(e) No collective bargaining agreement is currently in existence or is being negotiated by any Seller and as of the date of this Agreement no labor organization has been certified or recognized as the representative of any employees of any Seller or is actively seeking such certification or recognition.

4.16 Environmental Laws . The assets and the businesses of Sellers and Landowner have been operated in compliance in all material respects with all applicable environmental laws.

4.17 Taxes . Subject to Section 6.4: (a) All federal, state, foreign and local tax returns and tax reports (including information returns) required to be filed by Sellers, Landowner, Bendis and Dietrich have been filed with the appropriate governmental entities in all jurisdictions in which such returns and reports are required to be filed, and all such returns and reports are, in all material respects, complete, accurate and in accordance with all legal requirements applicable thereto; (b) all federal, state, foreign and material local income, profits, franchise, sales, use, occupation, property, excise, withholding and other taxes, duties, charges and assessments (including interest and penalties) due from Sellers have been fully paid or are adequately provided for on the books and financial statements of Sellers in accordance with U.S. generally accepted accounting principles; (c) Sellers have not received any written notice or inquiry from the Internal Revenue Service or any other taxing authority in connection with any of their returns and reports of any pending or threatened examination or audit; (d) no extensions or waivers of statutes of limitation have been given or requested with respect to Sellers, and (e) any deficiencies asserted or assessments made as a result of examination by any taxing authorities have been fully paid or are fully reflected on the books of Sellers.

4.18 No Unlawful Contributions . Neither Sellers nor any director, officer, agent, employee or other person acting on behalf of Sellers, has made or used any corporate funds to make any unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, made any direct or indirect unlawful payments to officials or employees of any governmental entity from corporate funds; failed to file any reports required with respect to lawful contributions; established or maintained any unlawful or unrecorded fund of corporate monies or other assets; made any intentionally false or fictitious entries on the books or records of Sellers; or made or received any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

4.19 No Related Party Transactions . Neither Bendis nor Dietrich, nor any of their family members, nor any affiliate of theirs, has or will have, directly or indirectly, any legal or beneficial interest (a) in any person or entity which sells or provides any services or products to any Seller, or which directly or indirectly purchases any services or products from any Seller, (b) in any contract, commitment, agreement or understanding to which any Seller is a party or by which it may be bound or affected; or (c) in any claim against any Seller or any of its assets which could materially and adversely affect any Seller's assets, any Seller's title to or its right to use its assets, or any Seller's right to conduct its business following the First Tranche Closing, excepting only (1) interests and claims of Bendis resulting from his being owner, director and officer of Landowner; (2) interests and claims of Bendis and Dietrich resulting from their being owners, directors and officers of Sellers, (3) interests and claims of Max Bendis, Bendis' son, resulting from his being an officer of Ablis; and (4) interests and claims of Greg Bendis, Bendis' brother, resulting from his being an owner, director and officer of Ablis Southeast, LLC.

4.20 Bank Accounts . That certain letter from Bendis to WJacobs dated as of the First Tranche Closing Date (" Bendis Closing Letter ") lists all bank accounts, safe deposit boxes, money market funds, certificates of deposit, stocks, bonds, notes and other securities owned directly or indirectly, beneficially or of record, by any Seller and identifies all persons authorized to sign on such accounts, and also lists all credit cards payable by any Seller that have been issued to any owner, director, officer, employee or other person associated with any Seller,

and the names and corporate title of each such person.

4.21 Warranties . There are no outstanding warranty claims against any Seller, and no reasonable basis therefor.

4.22 No Finders or Brokers . Except as described in the Bendis Closing Letter, neither any Seller, Bendis or Dietrich, nor any of their affiliates, has entered into any agreement, arrangement or understanding with any person or entity which could result in the obligation to pay any finder's fee, brokerage commission, advisory fee or similar payment in connection with the transactions contemplated hereby.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Sellers as follows:

5.1 Organization . Buyer is a duly organized corporation, validly existing and in good standing under the laws of the State of Nevada and has full power and authority to perform this Agreement.

5.2 Authorization . This Agreement has been duly executed and delivered by Buyer, and is a valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors rights generally, and (b) general principles of equity (whether considered in an action in equity or at law), subject to approval by the shareholders of Buyer if necessary, and further subject to all filings necessary to be made by Buyer with the US Securities and Exchange Commission (" SEC ") and any approvals necessary to be obtained from the SEC.

5.3 No Conflict . Neither the execution and delivery of this Agreement by Buyer nor the consummation of the transactions contemplated hereunder nor the fulfillment by Buyer of any of its terms will:

(a) conflict with or result in a breach by Buyer of, or constitute a default by it under, or create an event that, with the giving of notice or the lapse of time, or both, would be a default under or breach of, any of the terms, conditions or provisions of (1) any indenture, mortgage, lease, deed of trust, pledge, loan or credit agreement or any other material contract, arrangement or agreement to which Buyer is a party or to which a material portion of its assets is subject, (2) the organizational documents of Buyer, or (3) any judgment, order, writ, injunction, decree or demand of any governmental entity which materially affects Buyer or which materially affects the Buyer's ability to conduct its business;

(b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any material portion of the assets of Buyer or which materially affects Buyer's ability to conduct its business as conducted prior to the date of this Agreement; or

(c) cause a loss or adverse modification of any permit, license, or other authorization granted by any governmental entity to or otherwise necessary or materially useful to Buyer's business.

5.4 Investment Intent . Buyer is acquiring Buyer's First Tranche Ablis Stock, Buyer's Second Tranche Ablis Stock, Buyer's First Tranche Bendistillery Stock, Buyer's Second Tranche Bendistillery Stock, Buyer's First Tranche Bend Spirits Stock, and Buyer's Second Tranche Bend Spirits Stock (collectively the " Stock ") for investment purposes, and not with a view to the resale or distribution thereof; Buyer has the knowledge and sophistication to purchase the Stock; Buyer has had access to all information regarding Sellers that Buyer has requested and has had the opportunity to ask questions regarding Sellers, their operations and such other matters that Buyer has deemed material to its investment decision; and Buyer will not dispose of the Stock without compliance with all applicable federal and state securities laws.

ARTICLE 6

AGREEMENTS AND COVENANTS

6.1 Confidentiality . Buyer shall treat in confidence all non-public documents, materials and other information which Buyer shall have obtained regarding Sellers during the course of the negotiations leading to the transactions contemplated hereby, the investigation of Sellers and the preparation of this Agreement, and in the event the Purchase shall not be consummated, Buyer shall return or destroy all copies of non-public documents and materials which have been furnished in connection therewith.

6.2 Pre-Closing Agreements and Covenants .

(a) Commercially Reasonable Best Efforts Sellers, Landowner, Bendis and Dietrich agree and covenant to use commercially reasonable best efforts to perform, comply with and fulfill all obligations, covenants and conditions required by this Agreement to be performed, complied with or fulfilled by Sellers prior to or as of the First Tranche Closing Date and the Second Tranche Closing Date, respectively. Buyer agrees and covenants to use commercially reasonable best efforts to perform, comply with and fulfill all obligations, covenants and conditions required by this Agreement to be performed, complied with or fulfilled by Buyer prior to or as of the First Tranche Closing Date and the Second Tranche Closing Date, respectively. Sellers, Landowner, Bendis and Dietrich agree and covenant to use commercially reasonable best efforts to secure all necessary consents, waivers, permits, approvals, licenses and authorizations and to make all necessary filings in order to enable Sellers to consummate the transactions contemplated hereby. Buyer agrees and covenants to use commercially reasonable best efforts to secure all necessary consents, waivers, permits, approvals, licenses and authorizations and to make all necessary filings in order to enable Buyer to consummate the transactions contemplated hereby.

(b) Ordinary Course . Sellers, Landowner, Bendis and Dietrich agree and covenant that from the execution of this Agreement until the Second Tranche Closing Date, Sellers, Landowner, Bendis and Dietrich (1) shall operate Sellers' and Landowner's businesses solely in the ordinary course of their businesses consistent with past practices in all material respects, primarily focusing upon the manufacturing and sale of alcoholic beverages, CBD-infused beverages, and CBD-infused products, excepting only as expressly contemplated by this Agreement or as required by applicable laws and regulations, and (2) shall refrain from entering into, soliciting or participating in any negotiations, discussions, contracts, term sheets, letters of intent, or other agreements or arrangements of any nature with any third party or parties (other than Buyer) regarding a merger, purchase, sale, acquisition, liquidation, other disposition, and/or debt or equity financing of all or any portion of Sellers or of all or any portion of Sellers'

businesses, assets, membership interests or stock, except product sales, asset dispositions and other actions that are normal, customary or otherwise in the ordinary course of the businesses of Sellers.

(c) Availability . Bendis and Dietrich agree and covenant that from the execution of this Agreement until the Second Tranche Closing Date, Bendis and Dietrich shall make themselves reasonably available for meetings and telephone calls with Buyer, Buyer's investment bankers and investors, and Buyer's securities counsel, upon reasonable notice.

(d) Statement of Funding Sources . Promptly following the execution of this Agreement, Bendistillery at its expense shall cause Bendistillery's legal counsel to advise Buyer how to properly complete and file the Statement of Funding Sources with the OLCC, and generally regarding the process of obtaining the OLCC Approval as quickly as practicable.

6.3 Post-Closing Agreements and Covenants .

(a) Ordinary Course . Sellers, Bendis and Dietrich agree and covenant that from and after the Second Tranche Closing Date, Sellers, Bendis and Dietrich shall operate Sellers' businesses solely in the ordinary course of their businesses consistent with past practices in all material respects, primarily focusing upon the manufacturing and sale of alcoholic beverages, CBD-infused beverages, and CBD-infused products, excepting only as expressly contemplated by this Agreement or as required by applicable laws and regulations.

(b) Board Seat . Sellers, Bendis, Dietrich and GJacobs agree and covenant that on the First Tranche Closing Date and at all times after the First Tranche Closing Date: (1) Sellers, Bendis and Dietrich shall cause GJacobs to be elected to the Board of Directors of each of Sellers, and to the Board of Directors or Board of Management of any subsidiary or affiliate of any Seller (unless and until any such entity is sold to a third party); (2) GJacobs shall be permitted to attend meetings of any such Board via telephone, Skype or other generally available means of electronic participation; and (3) If Bendis desires that GJacobs attend a particular Board meeting in person then GJacobs shall make reasonable efforts to do so, provided that Sellers shall pay or reimburse all of GJacobs' reasonable expenses incurred in connection therewith plus a per day fee in an amount which shall be mutually acceptable to Bendis and GJacobs.

(c) Financial Oversight . Sellers, Bendis and Dietrich agree and covenant that from and after the First Tranche Closing Date: (1) Sellers, Bendis and Dietrich shall install reasonable internal financial controls to prevent material violations of internal financial policies and procedures (e.g. writing of unauthorized checks, entry into unauthorized purchase orders, posting unauthorized journal entries, or payment of unauthorized expenses); (2) Sellers, Bendis and Dietrich shall cause Sellers to retain an independent certified public accountant (the " CPA ") who will be tasked with reviewing Sellers' quarterly and annual financial results and balance sheets, and with preparing Sellers' tax returns and other tax forms, all in accordance with generally accepted US accounting principles; (3) WJacobs shall be granted full access to the corporate and financial books and records of Sellers, shall monitor and shall be allowed to ask Sellers' internal financial personnel and the CPA questions from time to time regarding Sellers' financial results, balance sheets, transactions, expenses, financial controls, tax returns and other tax forms, and shall be provided accurate and complete answers to such questions including supporting documentation, and shall be copied on all communications between Sellers and the CPA; and (4) Sellers shall pay WJacobs a quarterly fee in connection with the foregoing in an amount which shall be mutually acceptable to Bendis and WJacobs, but

which in no event shall be less than $5,000 per quarter, and Sellers shall pay or reimburse all of WJacobs' reasonable expenses incurred in connection with business trips to Bend, Oregon, to perform such financial oversight functions and to provide consulting/advisory services to Sellers relating thereto.

(d) Press Releases . Sellers, Bendis and Dietrich agree and covenant that from and after the First Tranche Closing Date, Sellers, Bendis and Dietrich shall cause Sellers to issue professionally prepared, accurate press releases, distributed nationally and to the beverage and hemp/CBD/marijuana industries, not less frequently than quarterly, describing how the Sellers' businesses are performing financially, and each of such press releases shall reference Buyer as being a shareholder of Sellers, shall include Buyer's name, trading exchange and trading symbol as of the date of such press release, and shall be meta tagged at least for all of the following words and phrases so that such press release is picked up by Yahoo! Finance and other major financial news outlets: the names of Sellers; Buyer's name, trading exchange and trading symbol as of the date of such press release; the URL of Buyer's website as of the date of such press release; "CBD"; "beverages"; "cannabis"; "cannabidiol"; "hemp"; "THC"; and "Oregon".

(e) Compensation . Sellers, Bendis and Dietrich agree and covenant that from and after the First Tranche Closing Date, Sellers, Bendis and Dietrich shall cause the salaries, benefits, bonuses and other compensation of Sellers' officers and employees to be reasonable and consistent with norms for the beverage industry.

(f) Future Dilution . Sellers, Bendis and Dietrich agree and covenant that from and after the First Tranche Closing Date, Sellers, Bendis and Dietrich shall cause Sellers not to issue any new shares of common stock or other equity of any Seller (" New Equity ") unless: (1) the terms and conditions of such issuance of New Equity is approved unanimously by the Board of Directors of such Seller, or (2) Buyer or its designee is afforded a 90-day option to purchase 19.99% of all such New Equity on the most favorable terms and conditions (including but not limited to price) as such New Equity is then offered to any other person or entity whatsoever.

(g) Exit Strategy . Sellers, Bendis and Dietrich agree and covenant that: (1) Sellers, Bendis and Dietrich shall cause Sellers to evaluate and seriously consider a sale of Sellers or "taking Sellers public" within 60 months following the First Tranche Closing Date; (2) Buyer or Buyer's designee shall have a 60-day right of first refusal to purchase all Sellers together, or a Seller individually, or any portion of any Seller, if the decision is made to sell such Seller(s) or portion thereof, but if Buyer or Buyer's designee for any reason does not exercise such right of first refusal then Buyer shall have so-called "tag along" rights in any such sale, and such Seller(s) shall have so-called "drag along" rights in any such sale; and (3) Buyer shall have so-called "tag along" rights in any "going public" transaction and Sellers shall have so-called "drag along" rights in any "going public" transaction.

(h) Fall Back Exit Strategy . Sellers, Bendis and Dietrich agree and covenant that if Sellers are not sold or "taken public" within 60 months following the First Tranche Closing Date, then Sellers, Bendis and Dietrich shall work in good faith with Buyer and Buyer's investment bankers, and use commercially reasonable best efforts, to close a mutually acceptable alternative exit opportunity for Buyer within 72 months following the First Tranche Closing Date.

(i) Samples . Upon request by GJacobs from time to time, Sellers shall provide to Buyer samples of Sellers' products that can be shared by GJacobs with stock

analysts, investment bankers, investor relations firms, large shareholders, and potential acquisition targets.

(j) Introductions . Sellers, Bendis and Dietrich shall from time to time use good faith efforts to introduce GJacobs and WJacobs to the owners of Deschutes Brewery, Silver Moon Brewing, LBD Beverage, Ablis' CBD isolate suppliers, and any other companies in the distilled spirits, beer, wine, hemp, CBD and cannabis industries with whom Sellers, Bendis and/or Dietrich have relationships, and whom may potentially be interested in entering into a stock sale or merger with Buyer.

(k) Social Media and Websites . Sellers agree and covenant that on the First Tranche Closing Date and on the Second Tranche Closing Date, Sellers shall announce the Purchase on all of Sellers' social media accounts and websites, including Buyer's name, trading exchange, trading symbol, and the URL of Buyer's website, and shall explain how the Purchase will help Sellers to grow and introduce more exciting products to the marketplace. From and after the First Tranche Closing Date, if any Seller's website includes an "About Us", "Our Story" or similar page, then such Seller shall there accurately describe Buyer's Purchase including Buyer's name, trading exchange, trading symbol, and the URL of Buyer's website.

(l) Personnel Questionnaires . Promptly following the First Tranche Closing Date, Bendistillery at its expense shall cause Bendistillery's legal counsel to advise Buyer how to properly complete and file the Personnel Questionnaires with the ATTTB.

6.4 Tax Distributions . Notwithstanding anything to the contrary in this Agreement, Sellers shall be permitted to make distributions to the current owners of Sellers in amounts sufficient to reimburse such owners, dollar-for-dollar, for any personal income taxes owed by such owners, respectively, in regard to the net income of Sellers earned during the period January 1, 2018 through the First Tranche Closing Date.

ARTICLE 7

CONDITIONS OF CLOSING

7.1 Conditions of Obligations of Buyer . The obligation of Buyer to consummate the Purchase pursuant to this Agreement is subject to the satisfaction of the following conditions, any of which may be waived by Buyer:

(a) Representations and Warranties; Performance of Obligations . The disclosures, representations and warranties of Sellers, Landowner, Bendis and Dietrich set forth in Sellers' Due Diligence Disclosures, in Article 4 hereof, in the Lease, in the Bendis Closing Letter, and in all other agreements, documents and instruments executed and delivered pursuant hereto or in connection with the First Tranche Closing and the Second Tranche Closing shall have been and be true and correct in all material respects as of the date hereof and as of the First Tranche Closing Date and the Second Tranche Closing Date as though made on and as of the First Tranche Closing Date and the Second Tranche Closing Date. Sellers, Landowner, Bendis and Dietrich shall have performed in all material respects the agreements and obligations necessary to be performed by them under this Agreement prior to the First Tranche Closing Date and the Second Tranche Closing Date, respectively.

(b) Certificates of Fulfillment of Conditions . Buyer shall have received certificates, dated the First Tranche Closing Date and the Second Tranche Closing Date,

respectively, signed by Sellers, Landowner, Bendis and Dietrich, certifying that the conditions specified in Section 7.1(a) have been fulfilled.

(c) No Injunction . No preliminary or permanent injunction or order that would prohibit or restrain the consummation of the transactions contemplated hereunder shall be in effect and no governmental entity or other person or entity shall have commenced or threatened to commence an action or proceeding seeking to enjoin the consummation of such transactions or to impose liability on the Parties in connection therewith.

(d) Other Consents . Buyer, Landowner and Sellers shall have received all other consents required to be obtained in connection with the consummation of the transactions contemplated hereunder, including but not limited to the OLCC Approval and the approval of the Boards of Directors of Buyer and each Seller, of the shareholders of Buyer if necessary, and of the membership of Landowner.

(e) Stock Certificates; Instruments of Transfer; Opinion of Legal Counsel . Sellers shall have delivered to Buyer certificates representing Buyer's First Tranche Ablis Stock, Buyer's Second Tranche Ablis Stock, Buyer's First Tranche Bendistillery Stock, Buyer's Second Tranche Bendistillery Stock, Buyer's First Tranche Bend Spirits Stock, and Buyer's Second Tranche Bend Spirits Stock, as appropriate, accompanied by duly executed stock powers, and also accompanied by opinions of Sellers' legal counsel to the effect that such Stock evidence the ownership by Buyer of that certain percentage of equity ownership of Ablis, Bendistillery and Bend Spirits in accordance with Article 1, free and clear of all liens, encumbrances and restrictions excepting only restrictions imposed by securities laws, and that such equity ownership is fully paid and non-assessable.

(f) Payment of Liabilities . Sellers shall have completed the Liabilities Payoff, and shall have provided satisfactory evidence of such pay off to Buyer as provided in Article 2.

(g) Lease . Landowner (as landlord) and Bendistillery (as tenant) shall have entered into the Lease as provided in Article 3.

(h) Filings . All filings necessary to be made shall have been made by Buyer with the SEC, and any approvals necessary to be obtained from the SEC shall have been obtained.

(i) Completion of Capital Raise . Buyer shall have completed the first tranche of a private placement in an amount equal to $2,000,000 or more in cash prior to the First Tranche Closing Date, and Buyer shall have completed the second tranche of a private placement in an amount equal to the Second Tranche Equity Percentage multiplied by $38,000,000, on terms and conditions mutually acceptable to Buyer and to the investors in such private placement (the " Private Placement ").

7.2 Conditions of Obligations of Seller . The obligations of Sellers to consummate the Purchase pursuant to this Agreement are subject to the satisfaction of the following conditions, each of which may be waived by Seller:

(a) Representations and Warranties; Performance of Obligations .

The representations and warranties of Buyer set forth in Article 5 hereof and in all agreements, documents and instruments executed and delivered pursuant hereto or in connection with the First Tranche Closing and the Second Tranche Closing shall have been and be true and correct in all material respects as of the date hereof and as of the First Tranche Closing Date and the Second Tranche Closing Date as though made on and as of the First Tranche Closing Date and the Second Tranche Closing Date. Buyer shall have performed in all material respects the agreements and obligations necessary to be performed by it under this Agreement prior to the First Tranche Closing Date and the Second Tranche Closing Date.

(b) Certificates of Fulfillment of Conditions . Seller shall have received certificates, dated the First Tranche Closing Date and the Second Tranche Closing Date, respectively, signed by an officer of Buyer, certifying that the conditions specified in Section 7.2(a) have been fulfilled.

(e) Purchase Price . Sellers shall have received from Buyer the payments totaling an aggregate of $1,896,200 payable on the First Tranche Closing Date as provided in Sections 1.1, 1.2 and 1.3, and Sellers shall have received from Buyer the payments totaling an aggregate amount equal to the Second Tranche Equity Percentage multiplied by $38,000,000 payable on the Second Tranche Closing Date as provided in Sections 1.1, 1.2 and 1.3.

(f) Subscription Agreements . Buyer shall have executed and delivered to Sellers' attorney such subscription agreements and representation letters as Sellers' attorney may reasonably request in order to ensure that the Purchase complies with all applicable securities laws.

ARTICLE 8

CLOSING DATE AND TERMINATION OF AGREEMENT

8.1 Closing Date .

(a) The First Tranche Closing shall take place on or about February 15, 2019, or as soon thereafter as is reasonably practicable, at a place and time that is mutually acceptable to the Parties, provided that each condition set forth in Article 7 is satisfied or waived.

(b) The Statement of Funding Sources shall be submitted by Buyer to the OLCC no later than March 15, 2019, and the OLCC Approval of the Statement of Funding Sources is a condition to the Second Tranche Closing. The Second Tranche Closing shall take place on the third business day following the receipt by Buyer of the OLCC Approval, or as soon thereafter as is reasonably practicable, at a place and time that is mutually acceptable to the

Parties, provided that each condition set forth in Article 7 in satisfied or waived.

8.2 Termination of Agreement or Obligations .

(a) This Agreement may be terminated and abandoned at any time by mutual written consent of Buyer and Sellers.

(b) This Agreement may be terminated and abandoned by either Buyer or Seller at any time prior to the First Tranche Closing Date if, without fault of such terminating party, the First Tranche Closing shall not have been consummated on or before February 28, 2019.

(c) The obligations of Buyer and Sellers to complete the Second Tranche Ablis Purchase, the Second Tranche Bendistillery Purchase and the Second Tranche Bend Spirits Purchase may be terminated and abandoned by either Buyer or Seller at any time prior to the Second Tranche Closing Date if, without fault of such terminating party, the Second Tranche Closing shall not have been consummated on or before May 31, 2019.

8.3 Effect of Termination .

(a) In the event of termination of this Agreement as provided in Section 8.2(a), this Agreement shall forthwith become void, and there shall be no liability or obligation on the part of Buyer or Seller or any of their respective affiliates.

(b) In the event of termination of this Agreement as provided in Section 8.2(b), notice thereof shall be promptly given by the terminating Party to the other Parties and thereafter this Agreement shall forthwith become void, and there shall be no liability or obligation on the part of Buyer or Sellers or any of their respective affiliates except that nothing herein will relieve any Party from liability for any breach of any agreement or covenant herein.

(c) In the event of termination of the obligations of Buyer and Sellers to complete the Second Tranche Ablis Purchase, the Second Tranche Bendistillery Purchase and the Second Tranche Bend Spirits Purchase as provided in Section 8.2(c), notice thereof shall be promptly given by the terminating Party to the other Parties and thereafter such obligations shall forthwith become void, and there shall be no liability or obligation on the part of Buyer or Sellers or any of their respective affiliates in regard to such obligations except that nothing herein will relieve any Party from liability for any breach of any agreement or covenant herein.

ARTICLE 9

INDEMNIFICATION

9.1 Indemnification by Sellers .

(a) Subject to the provisions of Sections 9.1(b) and 9.3 below, Sellers shall indemnify Buyer against, and hold Buyer harmless from, any and all loss, damage, liability, payment, and obligation (collectively " Losses " ), incurred, suffered, sustained or required to be paid, directly or indirectly, or sought to be imposed upon, Buyer resulting from, related to or arising out of any inaccuracy in or breach of any of the representations, warranties or covenants made by any Seller, Landowner, Bendis or Dietrich in or pursuant to this

Agreement.

(b) Buyer shall not be entitled to indemnification pursuant to this Section 9.1 in respect of an inaccuracy in or breach of any representation or warranty until such time as the Losses of Buyer exceed Twenty-Five Thousand Dollars (U.S. $25,000) ( " Sellers' Basket " ) in the aggregate; provided that all claims by Buyer for indemnification shall accrue in the aggregate until the Losses of Buyer exceed the Sellers' Basket and thereupon Sellers shall become obligated to indemnify Buyer only for the amount by which all such claims exceed Sellers' Basket.

(c) Buyer shall promptly give written notice to Sellers of the assertion by any person or entity of any claim, action, suit or proceeding with respect to which Sellers are obligated to provide indemnification hereunder. Sellers shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of their choice in connection with, any claim, action, suit or proceeding by any third party alleged or asserted against Buyer that is subject to indemnification by Sellers hereunder, and the cost and expense thereof shall be subject to the indemnification obligations of Sellers hereunder. Neither Sellers, on the one hand, nor Buyer, on the other hand, shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of Buyer or Sellers, as the case may be, which consent shall not be unreasonably withheld.

9.2 Indemnification by Buyer .

(a) Subject to the provisions of Section 9.2(b) and 9.3 below, Buyer shall indemnify Sellers against, and hold Sellers harmless from, any and all Losses incurred, suffered, sustained or required to be paid, directly or indirectly, by or sought to be imposed upon, Sellers resulting from, related to or arising out of any inaccuracy in or breach of any of the representations, warranties or covenants made by Buyer in or pursuant to this Agreement.

(b) Sellers shall not be entitled to indemnification pursuant to this Section 9.2 in respect of an inaccuracy in or breach of any representation or warranty, until such time as the Losses of Sellers exceed Twenty-Five Thousand Dollars (U.S. $25,000) ( " Buyer ' s Basket " ) in the aggregate; provided that all claims by Sellers for indemnification shall accrue in the aggregate until the Losses of Sellers exceed Buyer's Basket and thereupon Buyer shall become obligated to indemnify Sellers only for the amount by which all such claims exceed Buyer's Basket.

(b) Sellers shall promptly give written notice to Buyer of the assertion by any person or entity of any claim, action, suit or proceeding with respect to which Buyer is obligated to provide indemnification hereunder. Buyer shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of its choice in connection with, any claim, action, suit or proceeding by any third party alleged or asserted against Sellers that is subject to indemnification by Buyer hereunder, and the cost and expense thereof shall be subject to the indemnification obligations of Buyer hereunder. Neither Sellers, on one hand, nor Buyer, on the other hand, shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of Sellers or Buyer, as the case may be, which consent shall not be unreasonably withheld.

9.3 Survival of Representations and Warranties . All representations and warranties contained herein or made pursuant hereto shall survive the First Tranche Closing and the Second Tranche Closing hereunder until the twelve month anniversary of the Second

Tranche Closing Date, except that the representations and warranties in Sections 4.1, 4.2, 4.3, 4.4(a), 4.6, 4.9 and 4.17 shall survive the Second Tranche Closing Date until the expiration of the applicable statute of limitations. The expiration of any representation and warranty shall not affect any claim for indemnification made prior to the date of such expiration.

ARTICLE 10

MISCELLANEOUS

10.1 Further Actions . From time to time, as and when requested, each Party shall execute and deliver, or cause to be executed and delivered, such documents and instruments and shall take, or cause to be taken, such further or other actions as another Party may reasonably request in order to carry out the intent and purposes of this Agreement, including effecting the Purchase and carrying out the other covenants and agreements contemplated hereby.

10.2 Expenses . Except as otherwise specifically provided herein, Sellers and Buyer shall each bear their own fees and other costs and expenses with respect to the negotiation, execution and delivery of this Agreement and the consummation of the Purchase, including but not limited to any fees and expenses owed to any lawyers, accountants, financial advisers, investment bankers, brokers or finders employed by such Party. Notwithstanding the foregoing, Buyer and Sellers shall each pay one-half of any and all sales, transfer or documentary taxes incident to the Purchase.

10.3 Entire Agreement . This Agreement contains the entire understanding and agreement between the Parties hereto and their affiliates with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous letters of intent, agreements, representations, warranties, arrangements or understandings of such Parties with respect thereto, whether oral or written. This Agreement shall be construed according to its fair meaning and not strictly for or against any Party regardless of draftsmanship.

10.4 Notices . All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if (a) delivered personally or (b) sent by registered mail, return receipt requested, postage prepaid, or (c) sent by overnight courier with a nationally recognized courier, delivery signature required, as follows:

If to Buyer or GJacobs: Gerard M. Jacobs

31 N. Suffolk Lane

Lake Forest, IL 60045

If to WJacobs: William C. Jacobs

301 Mission Drive #383

New Smyrna Beach, FL 32168

If to Sellers: Bendistillery Inc., Bend Spirits, Inc.

and Ablis LLC

c/o James A. Bendis and Alan T. Dietrich

19330 Pinehurst Road

Bend, OR 97703

If to Landowner: Bendis Homes Pinehurst, LLC

c/o James A. Bendis

19330 Pinehurst Road

Bend, OR 97703

If to Bendis: James A. Bendis

19330 Pinehurst Road

Bend, OR 97703

If to Dietrich: Alan T. Dietrich

19330 Pinehurst Road

Bend, OR 97703

If sent by registered mail, notice shall be considered delivered 5 business days after the date of mailing, and if sent by any other means set forth above, notice shall be considered delivered upon receipt thereof. Any Party may by notice to the other Parties change the address to which notice or other communications to it are to be delivered or mailed.

10.5 Descriptive Headings . The descriptive headings of this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

10.6 Governing Law . This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Oregon without regard to conflict of law principles.

10.7 Assignability . This Agreement shall not be assignable by any Party without the written consent of the other Parties and any such purported assignment by any Party without such consent shall be void.

10.8 Waivers and Amendments . Any waiver of any term or condition of this Agreement, or any amendment or supplementation of this Agreement, shall be effective only if in writing, signed by the Parties to be bound thereby. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect, limit or waive a Party's rights hereunder at any time to enforce strict compliance thereafter with every term or condition of this Agreement.

10.9 Third Party Rights . Notwithstanding any other provision of this Agreement, this Agreement shall not create benefits on behalf of any shareholder or employee of Buyer, Sellers or Landowner, or any other person or entity (including without limitation any broker or finder), and this Agreement shall be effective only as between the Parties hereto.

10.10 Disclosures and Press Releases .

(a) Sellers, Landowner, Bendis and Dietrich acknowledge that Buyer is a publicly traded company and that unauthorized disclosure of any material information regarding Buyer or the transactions contemplated by this Agreement, or purchases or sales of Buyer common stock while in possession of material non-public information regarding Buyer or the transactions contemplated by this Agreement, could subject Sellers, Landowner, Bendis or Dietrich to scrutiny

or potential liability under applicable laws and regulations.

(b) Buyer shall be permitted to make a press release in regard to this Agreement per the advice of Buyer's securities attorney, in order to comply with applicable securities laws and regulations. However, before issuing such press release Buyer shall first consult with Bendis and Dietrich, and shall use good faith efforts to develop language for the press release that is both accurate and mutually acceptable to GJacobs, Bendis and Dietrich.

10.11 Counterparts . This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Electronically transmitted signatures and facsimile signatures shall be treated as if they were originals.

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of

the date first above written.

ABLIS LLC

By: /s/ James A. Bendis /s/ James A. Bendis

Name: James A. Bendis James A. Bendis,

Title: Managing Member in his individual capacity

BENDISTILLERY INC.

d/b/a CRATER LAKE SPIRITS

By: /s/ Alan T. Dietrich /s/ Alan T. Dietrich

Name: Alan T. Dietrich Alan T. Dietrich

Title: Chief Executive Officer in his individual capacity

BEND SPIRITS, INC.

By: /s/ James A. Bendis

Name: James A. Bendis

Title: President

ACQUIRED SALES CORP.

By: /s/ Gerard M. Jacobs

Name: Gerard M. Jacobs

Title: Chief Executive Officer

/s/ Gerard M. Jacobs /s/ William C. Jacobs

Gerard M. Jacobs, __ William C. "Jake" Jacobs

in his individual capacity in his individual capacity

Acquired Sales Corp. Raises $2.34 Million and Signs Stock Purchase Agreement With CBD Beverage Maker Ablis and Craft Distillers Bendistillery and Bend Spirits

March 4, 2019 _:__ _M Eastern Standard Time

LAKE FOREST, Ill.--Acquired Sales Corp. (OTC Pink: AQSP ) today announced that it has sold $2,340,000 of convertible preferred stock, and has signed a Stock Purchase Agreement to purchase up to 19.99% of the stock of rapidly growing CBD beverage maker Ablis Inc. ( www.AblisBev.com ), and 19.99% of craft distillers Bendistillery Inc. and Bend Spirits, Inc. ( www.Bendistillery.com ), Bend, Oregon.

Subject to certain conditions, Acquired Sales Corp.'s initial purchase of 4.99% of the stock of Ablis, Bendistillery and Bend Spirits for a total purchase price of $1,896,200 is expected to close later this month.

Ablis' CBD-infused lemon ginger, cranberry blood orange, and 0 calorie lemon water beverages target the mainstream health market. Ablis' beverages are all-natural, shelf-stable, GMO-free, non-alcoholic, and contain no THC.

Founded in 1996, Bendistillery is America's most award winning craft distillery, with an outstanding reputation for producing Crater Lake Spirits brands including vodkas, gins, whiskeys, and white label brands offered through Bend Spirits.

Acquired Sales Corp. today also announced that Thomas W. Hines, CPA CFA, Vice President of Lowery Asset Consulting in Chicago, has joined Acquired Sales Corp.'s Board of Directors, and that William C. "Jake" Jacobs, CPA, has been elected as Acquired Sales Corp.'s President, Chief Financial Officer and Treasurer.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this document are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements as a result of contingencies to the closing of the stock purchase, market and regulatory factors impacting Bendistillery, Bend Spirits and Ablis, and other risk factors including those set forth in Acquired Sales Corp.'s filings with the Securities and Exchange Commission.

CONTACTS:

Acquired Sales Corp.
Gerard M. Jacobs, CEO

847-915-2446
Lakegeneva91@gmail.com

Ablis, Bendistillery and Bend Spirits

Jim Bendis, Founder and Owner

808-631-3222

Jim@Bendistillery.com