EVIO, Inc. (OTCQB:EVIO) signed a non-binding letter of intent to acquire a 60% stake in C3 Labs, LLC from members of C3 Labs for $0.6 million on December 11, 2017. EVIO, Inc. entered into a membership purchase agreement to acquire 60% stake in C3 Labs LLC on December 31, 2017. As per terms, EVIO will issue $0.5 million convertible promissory note that has a maturity date six months from closing and a $0.1 million promissory note that is due within 90 days of closing, as consideration. Further, EVIO has the right to acquire an additional 30% ownership for $0.45 million payable in cash and/or stock subject to C3 member approval. Contingent upon exercise of the 30% option, EVIO will have the option to acquire the remaining 10% ownership after three years from closing. Post completion, C3 Labs LLC will operate under the brand EVIO Labs Berkeley. In case of termination by EVIO, EVIO shall pay a break-up fee of $0.03 million. C3 Members shall appoint EVIO as the manager of C3 Labs with all authority as granted a manager under California Law and as additionally granted by C3 LABS operating agreement. Post-closing, C3 Labs LLC will enter into an employment agreement with Tobias Paquet to perform the role of Laboratory Director. The transaction is subject to customary closing conditions, including both parties completing due diligence and obtaining any approvals from applicable regulatory or local authorities. C3 LABS shall also have received the approval of its members in accordance with applicable law. The closing is conditional on negotiating final agreements in addition to the other closing conditions. The deal is expected to close by December 31, 2017. EVIO, Inc. (OTCQB:EVIO) completed the acquisition of a 60% stake in C3 Labs, LLC from members of C3 Labs on January 1, 2018. Upon consummation of the acquisition, EVIO became the majority member of C3 Labs.