Item 1.01 Entry into a Material Definitive Agreement.
On
The Agreement provides for the Buyer's acquisition of 100% of the Seller's
Membership Units in return for consideration to the Seller of our 1,200,000
Preferred B Shares ("Preferred B Share Consideration"). For a period of 12
months following the closing date, should the Seller's revenue exceed certain
specified levels specified in the Agreement, the Buyer will be required to pay
the Seller additional monetary consideration pertaining to those specified
revenue levels. Further, the terms provide that: (a) upon the closing, the
Seller shall become the Buyer's wholly-owned subsidiary; (b) the operations of
the Seller shall become the operations of the Buyer; (c) the Managing Member of
the Seller shall manage GCTR's operations; and (d) the Buyer will have
redemption rights to purchase back the Preferred B Share Consideration within 6
months of our issuance of said shares on the Buyer's behalf to the Seller at
Our Chief Executive Officer,
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 10.1January 26, 2022 Acquisition Agreement* 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document). * Filed herewith 2
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