Ryan Schadel entered into an agreement to acquire All of the Assets and Liabilities Related to Staffing Business of Labor Smart, Inc. for $2 million on July 6, 2021. Upon completion, Schadel will pay (i) $0.3 million cash to Labor Smart in the discretion of the board of directors of Labor smart; (ii) within 90 days of the effective date, Schadel will pay an additional of $0.2 million to Labor Smart in the sole discretion of the board of directors of Labor Smart. Schadel will also assume the approximately $1.3 million of known debt related to the Staffing Business, as well as all other debts related to the Staffing Business that are unknown to Labor Smart and assume all liability for repayment on two promissory notes from Alpha Capital, Inc. to Takeover, which include promissory note for $150,000, executed on April 20, 2021; and (ii) a promissory note for $90,000, executed on May 25, 2021.