8-K - LIFD - Equibles

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)

June 15, 2021

ACQUIRED SALES CORP.

(Exact name of registrant as specified in its charter)

Nevada	000-52520	87-0479286
(State or other jurisdiction of incorporation or organization)	Commission File Number	(I.R.S. Employer Identification No.)
4227 Habana Avenue, Jacksonville, FL		32217
(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 8 – Other Events

Item 8.01 Other Events

Letter of Intent relating to the proposed acquisition of Savage Enterprises, Premier Greens LLC and MKRC Holdings, LLC

On June 15, 2021, Acquired Sales Corp. (“AQSP ”), Gerard M. Jacobs (“Gerry Jacobs”), William C. “Jake” Jacobs (“Jake Jacobs”), and Nicholas S. Warrender (“Warrender”) entered into a Letter of Intent with Savage Enterprises, a Wyoming corporation (“Savage”), Premier Greens LLC, a California limited liability company (“Premier Greens”), MKRC Holdings, LLC, a Wyoming limited liability company (“MKRC”), Christopher G. Wheeler (“Wheeler”), and Matt Winters (“Winters”), in connection with AQSP’s proposed acquisition of Savage, Premier Greens and MKRC as described below.

The terms of the proposed transactions (“Transactions”) must be set forth in a definitive agreement. There are no assurances that we will be successful in negotiating an acceptable definitive agreement, when or whether a definitive agreement will be reached between the parties, or that the proposed purchase will be consummated. Even if a definitive agreement is executed, the terms of the proposed purchase may change materially from the terms set forth in the Letter of Intent. There will be many conditions to closing, many of which are outside of the parties’ control and we cannot predict whether these conditions will be satisfied. There are no assurances when or if closing will occur, even if the parties successfully negotiate and sign a definitive agreement.

The Proposed Transactions

In the proposed Transactions:

(a)AQSP will acquire from Wheeler and Winters One Hundred Percent (100%) of the ownership interests in Savage in a reorganization (the “Merger”), for the following consideration (“Merger Consideration”): Fifteen Million Eight Hundred Forty Thousand Dollars ($15,840,000) in cash, plus Eight Million Six Hundred Ninety-One Thousand Three Hundred Fifty-Eight (8,691,358) shares of unregistered common stock of AQSP (“AQSP Stock”) with a value of Twenty-Eight Million One Hundred Sixty Thousand Dollars ($28,160,000) based upon the closing trade price of AQSP Stock on the date of the LOI (the “Stock Consideration”);

(b)AQSP will purchase from Wheeler and Winters One Hundred Percent (100%) of the ownership interests in Premier Greens, for the following consideration: Nine Hundred Twenty Thousand Dollars ($920,000) in cash; and

(c)Using cash provided by AQSP (in addition to the Merger Consideration), Savage will purchase from the three other owners of MKRC (the “Other MKRC Owners”) the remaining Fifty-Four Percent (54%) of the ownership interests in MKRC that Savage does not currently own, for the following consideration: One Million Eighty Thousand Dollars ($1,080,000) in cash.

Following the closing of the Transactions (the “Closing”), Savage will own: One Hundred Percent (100%) of the ownership interests in MKRC; Fifty Percent (50%) of the ownership interests in LftdXSvg LLC, a Delaware limited liability company (“LftdXSvg”); Fifty-One Percent (51%) of the ownership interests in RJMC Brands, LLC (“RJMC”); Six Percent (6%) of the ownership interests in AAA Brands, LLC (“‘AAA”); and Thirty-Three Percent (33%) of Remediez, a corporation (“Remediez”).

Following the Closing, AQSP will continue to own One Hundred Percent (100%) of the common stock of Lifted Liquids, Inc. d/b/a Lifted Made, an Illinois corporation (“Lifted Made”), Four Point Nine Percent (4.9%) of the common stock of each of Ablis Holding Company (“Ablis”), Bendistillery Inc.

(“Bendistillery”), and Bend Spirits, Inc. (“Bend Spirits”), each an Oregon corporation, and Fifty Percent (50%) of the ownership interests in SmplyLifted LLC (“SmplyLifted”) and in LftdXSvg, each a Delaware limited liability company, and AQSP will be the new owner of One Hundred Percent (100%) of the ownership interests in Premier Greens, and of One Hundred Percent (100%) of the ownership interests in Savage.

Conditions

The Closing will be subject to the following conditions:

Audits. As promptly as possible following the execution of the LOI: Savage, Premier Greens, MKRC, and RJMC shall, and Savage shall use commercially reasonable efforts to cause Remediez to, prepare their respective financial statements for calendar years 2019 and 2020, and for the first and second quarters of calendar year 2021, including statements of income, balance sheets and cash flows (the “‘Financial Statements”). Savage, Premier Greens, MKRC, and RJMC shall, and Savage shall use commercially reasonable efforts to cause Remediez to, engage AQSP’s PCAOB-qualified independent firm of certified public accountants, Fruci & Associates II PLLC, Spokane, Washington (“Fruci”), to audit the Financial Statements (and, if necessary to comply with U.S. Securities and Exchange Commission (“SEC”) rules and regulations, to audit or review Savage’s, Premier Greens’ , MKRC’s, RJMC’s and Remediez’s financial statements for subsequent calendar quarters) in accordance with U.S. generally accepted accounting principles, and to provide all opinion letters and other documents as shall be necessary to allow Savage and Premier Greens to be acquired by AQSP in the Transactions pursuant to all applicable SEC and FASB rules and regulations, and to allow AQSP to timely file all necessary securities filings with the SEC (collectively, the “Audit”). If the results of the Audit are not acceptable to AQSP in its discretion, then the Transaction shall be abandoned. Fruci’s fees and expenses for conducting the Audit shall be paid one-half (50%) by AQSP and one-half (50%) by Savage, regardless of whether or not the Transactions close or are abandoned for any reason.

Mutual “Due Diligence”.

Savage, Premier Greens, MKRC, and RJMC shall allow AQSP to conduct a confidential so-called “due diligence” investigation of Savage’s, Premier Greens’, MKRC’s, and RJMC’s business, permits, leases, contracts, books and records, financials, historical operations, business practices, computer systems, prospects, legal, taxes, and other matters. If the results of such “due diligence” investigation are not acceptable to AQSP in its discretion, then the Transactions shall be abandoned.

AQSP shall allow Savage, Premier Greens and MKRC to conduct a confidential so-called “due diligence” investigation of AQSP’s and Lifted Made’s business, permits, leases, contracts, books and records, financials, historical operations, business practices, computer systems, prospects, legal, taxes, and other matters. If the results of such “due diligence” investigation are not acceptable to Savage in its discretion, then the Transactions shall be abandoned.

Closing Documentation. If the Audit and the “due diligence” investigation of Savage, Premier Greens, MKRC, RJMC, AAA and Remediez are acceptable to AQSP, and if the Audit and the “due diligence” investigation of AQSP and Lifted Made are acceptable to Savage, then the Parties shall enter into a merger agreement (the “Merger Agreement”) and a purchase agreement (the “Purchase Agreement”) each containing representations, warranties, covenants, conditions, and indemnifications customary to transactions like the Transactions. The Closing shall be conditioned upon the execution and delivery by the Parties of mutually acceptable, legally binding, definitive Closing documentation (the “Definitive Documents”) including:

(a)The Merger Agreement

(b)The Purchase Agreement

(c)Wheeler Employment Agreement: A five-year ‘“rolling’’ employment agreement between AQSP and Wheeler, for Wheeler to serve as Savage’s and Premier Greens’ CEO and as AQSP’s Co-Founder and Chief Sales Officer, and to serve alongside Winters, Warrender, GJacobs and WJacobs as a member of AQSP’s internal corporate steering committee called the Office of the President, with an annual base salary of Two Hundred Fifty Thousand Dollars ($250,000) and an annual bonus through the company-wide management bonus pool expected to be at least Four Hundred Thousand Dollars ($400,000) subject to AQSP/Lifted/Savage/Premier Greens meeting certain financial performance criteria (the “Wheeler Employment Agreement”);

(d)Winters Employment Agreement: A five-year “rolling” employment agreement between AQSP and Winters, for Winters to serve as Savage’s and Premier Greens’ President and CFO and as AQSP’s Co-Founder and Chief Risk Officer, and to serve alongside Wheeler, Warrender, GJacobs and WJacobs as a member of AQSP’s internal corporate steering committee called the Office of the President, with an annual base salary of Two Hundred Fifty Thousand Dollars ($250,000) and an annual bonus through the company-wide management bonus pool expected to be at least Four Hundred Thousand Dollars ($400,000) subject to AQSP/Lifted/Savage/Premier Greens meeting certain financial performance criteria (the “Winters Employment Agreement”);

(e)Amended Employment Agreements: Amendments to the existing employment agreements between AQSP and Warrender, GJacobs and WJacobs, respectively, on terms and conditions as are mutually acceptable to the Compensation Committee of the Board of Directors of AQSP, Warrender, GJacobs, WJacobs, Wheeler and Winters, to be effective upon the Closing;

(f)Shareholders Agreement: A shareholders agreement (the “Shareholders Agreement”) among Wheeler, Winters, Warrender, GJacobs and WJacobs (collectively the “Parties to the Shareholders Agreement”), it being understood that the Shareholders Agreement shall include, among other things, agreements by each of the Parties to the Shareholders Agreement:

(1)to nominate, support and vote in favor of slates of nominees for the Boards of Directors of AQSP, Lifted and Savage who are mutually acceptable to the Parties to the Shareholders Agreement;

(2)to support and vote in favor of base salaries, a management bonus pool, and future stock options or warrants, for the key executives of AQSP including Wheeler, Winters, Warrender, GJacobs and WJacobs, that are mutually acceptable to the Parties to the Shareholders Agreement;

(3)to support and vote in favor of future acquisitions and divestitures, capital raises, and other lawful corporate transactions from time to time, that are mutually acceptable to the Parties to the Shareholders Agreement; and

(4)not to directly or indirectly sell or transfer any of their AQSP stock, options or warrants as part of an agreement, contract, plan or arrangement of any nature that is intended to result in a change of control of AQSP, unless such agreement, contract, plan or arrangement is mutually acceptable to the Parties to the Shareholders Agreement and is approved by a majority of the Board of Directors of AQSP;

(g)Working Capital/Liquidity: Evidence, satisfactory to AQSP in its discretion, that as of the Closing the aggregate value of Savage’s inventory, cash on hand, and accounts receivables exceed

Savage’s accounts payable and other short-term liabilities by at least Two Million Dollars ($2,000,000), less any amounts contributed by Savage to MKRC to fund additional building commitments prior to the Closing; and

(h)Payoff or Termination of Certain Obligations: Evidence, satisfactory to AQSP in its discretion, that Savage, Premier Greens, MKRC, Wheeler and Winters have paid off or otherwise terminated certain obligations including but not limited to all obligations: (i) payable by Savage, Premier Greens, MKRC, Wheeler and/or Winters to former or current shareholders, directors, officers or employees of those entities; (ii) payable by Savage, Premier Greens, or MKRC to any banks or other sources of debt except certain specified equipment purchase debt obligations that are being paid off in installments, and except for that certain bank mortgage on the building in Palm Springs, California that is owned by MKRC; or (iii) payable by Savage, Premier Greens or MKRC to Wheeler, Winters or their respective relatives, or to trusts of which Wheeler, Winters or any of their respective relatives are the beneficiaries or are otherwise affiliated.

Capital Raise. The Closing shall be conditioned upon the completion by AQSP of a capital raise (the “Capital Raise”) involving the sale of at least Thirty Million Dollars ($30,000,000) worth of AQSP Stock on pricing and other terms and conditions acceptable to AQSP in its discretion.

Tax Opinion. The Closing shall be conditioned upon the receipt by Savage, Wheeler and Winters of a written opinion from Savage’s tax counsel that the Merger qualifies as a reorganization that is so-called “tax free” in regard to the Stock Consideration pursuant to the U.S. tax code and applicable Internal Revenue Service regulations promulgated thereunder (the “Tax Opinion”).

Corporate Approvals. The Closing shall be conditioned upon approval of the Transactions by the Board of Directors of AQSP, and, if necessary, by the shareholders of AQSP. Savage, Premier Greens, MKRC, Wheeler and Winters have all approved the Transactions, subject only to (a) approval of the Definitive Documents by Wheeler, Winters, and Savage’s legal counsel, and (b) the receipt by Savage, Wheeler and Winters of the Tax Opinion from Savage’s tax counsel.

Securities Filings and Governmental Approvals. The Closing shall be conditioned upon the completion of all necessary corporate and securities filings and the obtaining of any necessary approvals from the SEC and FINRA.

Pre-Closing Agreements and Covenants

Exclusivity. During the period between the signing of the LOI and the execution and delivery of the Merger Agreement or the termination of the LOI, Savage, Premier Greens, MKRC and RJMC, Wheeler and Winters shall not directly or indirectly enter into any discussion(s), negotiation(s), letter(s) of intent, merger(s), reorganization(s), stock sale(s), asset sale(s) (other than asset sales in the ordinary, normal, and customary course of those entities’ business), other transaction(s), loan agreement(s), financing agreement(s) or arrangement(s) of any type, other capital raise(s), or other contract(s) or arrangement(s) with any third party, or any other agreement(s), contract(s) or arrangement(s) outside the ordinary course of Savage’s, Premier Greens’, MKRC’s and RJMC’s business, that would or might delay or make more costly or difficult the Closing. The Merger Agreement and the Purchase Agreement shall include similar covenants regarding the period between signing the Merger Agreement and the Purchase Agreement and the Closing or termination of the Merger Agreement and the Purchase Agreement.

Ordinary Course of Business. During the period between the signing of the LOI and the execution and delivery of the Merger Agreement and the Purchase Agreement or the termination of the LOI, Wheeler and Winters shall use commercially reasonable efforts to operate Savage, Premier Greens, MKRC, RJMC, AAA and Remediez only in accordance with the ordinary, normal and customary course thereof consistent with past practices. The Merger Agreement and the Purchase Agreement shall include similar covenants

regarding the period between signing the Merger Agreement and the Purchase Agreement and the Closing or termination of the Merger Agreement and the Purchase Agreement.

Acquisitions. During the period between the signing of the LOI and the execution and delivery of the Merger Agreement and the Purchase Agreement or the termination of the LOI, Warrender, GJacobs and WJacobs shall use commercially reasonable efforts to cause AQSP to refrain from entering into any letters of intent or definitive agreements regarding future mergers and acquisitions, excepting only those that have been mutually agreed upon by Warrender, GJacobs, WJacobs, Wheeler and Winters. The Merger Agreement and the Purchase Agreement shall include similar covenants regarding the period between signing the Merger Agreement and the Purchase Agreement and the Closing or termination of the Merger Agreement and the Purchase Agreement.

Commercially Reasonable Efforts. The Parties shall use commercially reasonable efforts to cause the Closing to occur as soon as practicable, subject to the fulfillment of all of the conditions described above. Without limiting the generality of the foregoing, Wheeler and Winters expressly agree and covenant to use commercially reasonable efforts to cause Savage, Premier Greens, MKRC, the Other MKRC Owners, RJMC, AAA and Remediez to fully cooperate with the Closing of the Transactions.

Post-Closing Agreements and Covenants

Corporate Name and Ticker Symbol. Savage, Wheeler and Winters acknowledge that AQSP plans to change its name to “LFTD Partners Inc.”, and that AQSP plans to change its ticker symbol to “LFTD”, subject to all necessary approvals and securities filings. Promptly following the Closing, the Parties to the Shareholders Agreement shall mutually agree upon a new name (the “New Corporate Name”) and ticker symbol (the “New Ticker Symbol”) for AQSP/LFTD Partners Inc. which better reflects Savage, Premier Greens, MKRC, Wheeler and Winters partnering with AQSP/LFTD Partners Inc., and the Parties to the Shareholders Agreement shall use commercially reasonable efforts to cause the Board of Directors and shareholders of AQSP to approve the New Corporate Name and the New Ticker Symbol as soon as practicable, subject to all necessary approvals and securities filings.

Operation of Savage and Premier Brands. Savage and Premier Brands shall operate as wholly-owned subsidiaries of AQSP under the Savage and Premier Brands names and using Savage’s and Premier Brands’ brand names, respectively, led by Wheeler as Savage’s and Premier Brands’ CEO and Winters as Savage’s and Premier Brands’ President and CFO.

Operation of AQSP. Wheeler and Winters shall serve alongside Warrender, GJacobs and WJacobs on AQSP’s internal Office of the President, which shall conceptualize and articulate AQSP’s go-forward operational, sales, distribution, advertising, organic growth and acquisitions strategies and initiatives that will be presented to AQSP’s CEO and Board of Directors for approval.

Termination of the LOI

Events of Termination. The LOI shall terminate, without any payment by or penalty due from any party; upon execution of the Merger Agreement or if:

(a)The Audit shall not have been completed, or the results of the Audit shall have not been accepted by AQSP, by an outside date of March 15, 2022;

(b)AQSP has not closed the Capital Raise by an outside date of March 15, 2022;

(c)The Merger Agreement and the Purchase Agreement have not been signed by March 15, 2022 (the Merger Agreement and the Purchase Agreement, if executed, shall include an outside closing date of March 15, 2022, or such other date as mutually agreed by the parties);

(d)AQSP shall have delivered written notice to Savage that AQSP is abandoning the Transactions due to a determination that the results of the “due diligence” investigation of Savage, Premier Brands, MKRC, RJMC, AAA and Remediez are not acceptable to AQSP;

(e)Savage shall have delivered written notice to Lifted that Savage is abandoning the Transactions due to a determination that the results of the “due diligence” investigation of AQSP and Lifted Made are not acceptable to Savage; or

(f)Any material provisions of the LOI shall be adjudged by a court or the SEC to be invalid or unenforceable, and thereafter the Parties to the LOI are unable to mutually agree upon how to proceed forward with the Transactions as impacted by such court or SEC action.

Miscellaneous

Expenses. Except as expressly set forth in the LOI, each of the Parties shall bear its or his own fees and expenses in connection with the proposed Transaction. Without limiting the generality of the foregoing, each of the Parties to the LOI shall be solely responsible for the fees and expenses owed by it or him to any lawyers, accountants, financial advisors, investment bankers, brokers or finders employed by such party.

The foregoing description of the Letter of Intent does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter of Intent, which is attached as Exhibit 10.59 to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.

Any equity securities that may be issued in the Capital Raise will not be registered under the Securities Act of 1933, as amended, or applicable state laws and may not be offered or sold in the United States absent registration or an available exemption under applicable federal and state securities laws. The disclosures in this Form 8-K regarding the private placement are being made pursuant to Rule 135c under the Securities Act of 1933. This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of AQSP Savage, Premier Greens or MKRC.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.59Letter of Intent relating to the proposed acquisition of Savage Enterprises, Premier Greens LLC and MKRC Holdings, LLC

Exhibit 99.1Press Release Dated June 16, 2021

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: June 17, 2021

ACQUIRED SALES CORP.

June 15, 2021

Mr. Christopher G. Wheeler Mr. Matt Winters

Savage Enterprises

7 Vanderbilt

Irvine, CA 92618

Re:Letter of Intent Dear Chris and Matt,

This is a letter of intent (this “LOI”) between Savage Enterprises, a Wyoming corporation (“Savage”), Premier Greens LLC, a California limited liability company (“Premier Greens”), MKRC Holdings, LLC, a Wyoming limited liability company (‘“MKRC”), Christopher G. Wheeler (“Wheeler”), Matt Winters (“Winters”), Acquired Sales Corp., a Nevada corporation (“AQSP”), Gerard M. Jacobs (“GJacobs”), Nicholas S. Warrender (“Warrender”) and William C. Jacobs (“WJacobs”) (collectively the “Parties”) to engage in the following transactions (the “Transactions”), subject to the following conditions, and also subject to the following agreements and covenants, intending to be legally bound hereby:

The Transactions

In the Transactions:

Following the closing of the Transactions (the “Closing”), Savage will own: One Hundred Percent (100%) of the ownership interests in MKRC; Fifty Percent (50%) of the ownership interests in LftdXSvg LLC, a Delaware limited liability company (‘‘LftdXSvg”); Fifty-One Percent (51%) of the ownership interests in RJMC Brands, LLC (“RJMC”); Six Percent (6%) of the ownership interests in AAA Brands, LLC (“‘AAA”); and Thirty-Three Percent (33%) of Remediez, a corporation (“Remediez”).

Following the Closing, AQSP will own One Hundred Percent (100%) of the common stock of Lifted Liquids, Inc. d/b/a Lifted Made, an Illinois corporation (“Lifted Made”), Four Point Nine Percent (4.9%) of the common stock of each of Ablis Holding Company (“Ablis”), Bendistillery Inc. (“Bendistillery”), and Bend Spirits, Inc. (“Bend Spirits”), each an Oregon corporation, and Fifty Percent (50%) of the ownership interests in SmplyLifted LLC (“SmplyLifted”) and in LftdXSvg, each a Delaware limited liability company, One Hundred Percent (100%) of the ownership interests in Premier Greens, and One Hundred Percent (100%) of the ownership interests in Savage.

Conditions

The Closing will be subject to the following conditions:

1.Audits. **** As promptly as possible following the execution of this LOI: Savage, Premier Greens, MKRC, and RJMC shall, and Savage shall use commercially reasonable efforts to cause Remediez to, prepare their respective financial statements for calendar years 2019 and 2020, and for the first and second quarters of calendar year 2021, including statements of income, balance sheets and cash flows (the “‘Financial Statements”). Savage, Premier Greens, MKRC, and RJMC shall, and Savage shall use commercially reasonable efforts to cause Remediez to, engage AQSP’s PCAOB-qualified independent firm of certified public accountants, Fruci & Associates II PLLC, Spokane, Washington (“Fruci”), to audit the Financial Statements (and, if necessary to comply with U.S. Securities and Exchange Commission (“SEC”) rules and regulations, to audit or review Savage’s, Premier Greens’ , MKRC’s, RJMC’s and Remediez’s financial statements for subsequent calendar quarters) in accordance with U.S. generally accepted accounting principles, and to provide all opinion letters and other documents as shall be necessary to allow Savage and Premier Greens to be acquired by AQSP in the Transactions pursuant to all applicable SEC and FASB rules and regulations, and to allow AQSP to timely file all necessary securities filings with the SEC (collectively, the “Audit”). If the results of the Audit are not acceptable to AQSP in its discretion, then the Transaction shall be abandoned. Fruci’s fees and expenses for conducting the Audit shall be paid one-half (50%) by AQSP and one-half (50%) by Savage, regardless of whether or not the Transactions close or are abandoned for any reason.

**2.**Mutual **** “ Due **** Diligence ” .

Savage, Premier Greens, MKRC, and RJMC shall allow AQSP to conduct a confidential so called “due diligence” investigation of Savage’s, Premier Greens’. MKRC’s, and RJMC’s business, permits, leases, contracts, books and records, financials, historical operations, business practices, computer systems, prospects, legal, taxes, and other matters. If the results of such “due diligence” investigation are not acceptable to AQSP in its discretion, then the Transactions shall be abandoned.

3.Closing **** Documentation**.** If the Audit and the “due diligence” investigation of Savage, Premier Greens, MKRC, RJMC, AAA and Remediez are acceptable to AQSP, and if the Audit and the “due diligence” investigation of AQSP and Lifted Made are acceptable to Savage, then the Parties shall enter into a merger agreement (the “Merger Agreement”) and a purchase agreement (the “Purchase Agreement”) each containing representations, warranties, covenants, conditions, and indemnifications customary to transactions like the Transactions. The Closing shall be conditioned upon the execution and delivery by the Parties of mutually acceptable, legally binding, definitive Closing documentation (the “Definitive Documents”) including:

(a)The **** Merger **** Agreement

(b)The **** Purchase **** Agreement

(c)Wheeler Employment Agreement: **** A five-year ‘“rolling’’ employment agreement between AQSP and Wheeler, for Wheeler to serve as Savage’s and Premier Greens’ CEO and as AQSP’s Co-Founder and Chief Sales Officer, and to serve alongside Winters, Warrender, GJacobs and WJacobs as a member of AQSP’s internal corporate steering committee called the Office of the President, with an annual base salary of Two Hundred Fifty Thousand Dollars ($250,000) and an annual bonus through the company-wide management bonus pool expected to be at least Four Hundred Thousand Dollars ($400,000) subject to AQSP/Lifted/Savage/Premier Greens meeting certain financial performance criteria (the “Wheeler Employment Agreement”);

(d)Winters Employment Agreement: **** A five-year “rolling” employment agreement between AQSP and Winters, for Winters to serve as Savage’s and Premier Greens’ President and CFO and as AQSP’s Co-Founder and Chief Risk Officer, and to serve alongside Wheeler, Warrender, GJacobs and WJacobs as a member of AQSP’s internal corporate steering committee called the Office of the President, with an annual base salary of Two Hundred Fifty Thousand Dollars ($250,000) and an annual bonus through the company-wide management bonus pool expected to be at least Four Hundred Thousand Dollars ($400,000) subject to AQSP/Lifted/Savage/Premier Greens meeting certain financial performance criteria (the “Winters Employment Agreement”);

(e)Amended Employment Agreements: **** Amendments to the existing employment agreements between AQSP and Warrender, GJacobs and WJacobs, respectively, on terms and conditions as are mutually acceptable to the Compensation Committee of the Board of Directors of AQSP, Warrender, GJacobs, WJacobs, Wheeler and Winters, to be effective upon the Closing;

(f)Shareholders **** Agreement: **** A shareholders agreement (the “Shareholders Agreement”) among Wheeler, Winters, Warrender, GJacobs and WJacobs (collectively the “Parties to the Shareholders Agreement”), it being understood that the Shareholders Agreement

shall include, among other things, agreements by each of the Parties to the Shareholders Agreement:

(1)to nominate, support and vote in favor of slates of nominees for the Boards of Directors of AQSP, Lifted and Savage who are mutually acceptable to the Parties to the Shareholders Agreement;

(g)Working Capital/Liquidity: **** Evidence, satisfactory to AQSP in its discretion, that as of the Closing the aggregate value of Savage’s inventory, cash on hand, and accounts receivables exceed Savage’s accounts payable and other short-term liabilities by at least Two Million Dollars ($2,000,000), less any amounts contributed by Savage to MKRC to fund additional building commitments prior to the Closing; and

(h)Payoff **** or **** Termination **** of **** Certain **** Obligations: **** Evidence, satisfactory to AQSP in its discretion, that Savage, Premier Greens, MKRC, Wheeler and Winters have paid off or otherwise terminated certain obligations including but not limited to all obligations: (i) payable by Savage, Premier Greens, MKRC, Wheeler and/or Winters to former or current shareholders, directors, officers or employees of those entities; (ii) payable by Savage, Premier Greens, or MKRC to any banks or other sources of debt except certain specified equipment purchase debt obligations that are being paid off in installments, and except for that certain bank mortgage on the building in Palm Springs, California that is owned by MKRC; or (iii) payable by Savage, Premier Greens or MKRC to Wheeler, Winters or their respective relatives, or to trusts of which Wheeler, Winters or any of their respective relatives are the beneficiaries or are otherwise affiliated.

4.Capital **** Raise. **** 111e Closing shall be conditioned upon the completion by AQSP of a capital raise (the “Capital Raise”) involving the sale of at least Thirty Million Dollars ($30,000,000) worth of AQSP Stock on pricing and other terms and conditions acceptable to AQSP in its discretion.

5.Tax Opinion. **** The Closing shall be conditioned upon the receipt by Savage, Wheeler and Winters of a written opinion from Savage’s tax counsel that the Merger qualifies as a reorganization that is so-called “tax free” in regard to the Stock Consideration pursuant to the

U.S. tax code and applicable Internal Revenue Service regulations promulgated thereunder (the “ Tax Opinion”).

6.Corporate **** Approvals. **** The Closing shall be conditioned upon approval of the Transactions by the Board of Directors of AQSP, and, if necessary, by the shareholders of AQSP. Savage, Premier Greens, MKRC, Wheeler and Winters have all approved the Transactions, subject only to (a) approval of the Definitive Documents by Wheeler, Winters, and Savage’s legal counsel, and (b) the receipt by Savage, Wheeler and Winters of the Tax Opinion from Savage’s tax counsel.

7.Securities **** Filings and Governmental **** Approvals. **** The Closing shall be conditioned upon the completion of all necessary corporate and securities filings and the obtaining of any necessary approvals from the SEC and FINRA.

Pre-Closing **** Agreements **** and **** Covenants

8.Exclusivity. **** During the period between the signing of this LOI and the execution and delivery of the Merger Agreement or the termination of this LOI, Savage, Premier Greens, MKRC and RJMC, Wheeler and Winters shall not directly or indirectly enter into any discussion(s), negotiation(s), letter(s) of intent, merger(s), reorganization(s), stock sale(s), asset sale(s) (other than asset sales in the ordinary, normal, and customary course of those entities’ business), other transaction(s), loan agreement(s), financing agreement(s) or arrangement(s) of any type, other capital raise(s), or other contract(s) or arrangement(s) with any third party, or any other agreement(s), contract(s) or arrangement(s) outside the ordinary course of Savage’s, Premier Greens’, MKRC’s and RJMC’s business, that would or might delay or make more costly or difficult the Closing. The Merger Agreement and the Purchase Agreement shall include similar covenants regarding the period between signing the Merger Agreement and the Purchase Agreement and the Closing or termination of the Merger Agreement and the Purchase Agreement.

9.Ordinary **** Course of Business. **** During the period between the signing of this LOI and the execution and delivery of the Merger Agreement and the Purchase Agreement or the termination of this LOI, Wheeler and Winters shall use commercially reasonable efforts to operate Savage, Premier Greens, MKRC, RJMC, AAA and Remediez only in accordance with the ordinary, normal and customary course thereof consistent with past practices. The Merger Agreement and the Purchase Agreement shall include similar covenants regarding the period between signing the Merger Agreement and the Purchase Agreement and the Closing or termination of the Merger Agreement and the Purchase Agreement.

10.Acquisitions. **** During the period between the signing of this LOI and the execution and delivery of the Merger Agreement and the Purchase Agreement or the termination of this LOI, Warrender, GJacobs and WJacobs shall use commercially reasonable efforts to cause AQSP to refrain from entering into any letters of intent or definitive agreements regarding future mergers and acquisitions, excepting only those that have been mutually agreed upon by Warrender, GJacobs, WJacobs, Wheeler and Winters. The Merger Agreement and the Purchase Agreement shall include similar covenants regarding the period between signing the Merger Agreement and the Purchase Agreement and the Closing or termination of the Merger Agreement and the Purchase Agreement.

11.Commercially Reasonable Efforts. **** TI1e Parties shall use commercially reasonable efforts to cause the Closing to occur as soon as practicable, subject to the fulfillment of all of the conditions described above. Without limiting the generality of the foregoing, Wheeler and Winters expressly agree and covenant to use commercially reasonable efforts to cause Savage, Premier Greens, MKRC, the Other MKRC Owners, RJMC, AAA and Remediez to fully cooperate with the Closing of the Transactions.

Post-Closing **** Agreements **** and **** Covenants

12.Corporate Name and Ticker Symbol. **** Savage, Wheeler and Winters acknowledge that AQSP plans to change its name to “LFTD Partners Inc.”, and that AQSP plans to change its ticker symbol to “LFTD”, subject to all necessary approvals and securities filings. Promptly following the Closing, the Parties to the Shareholders Agreement shall mutually agree upon a new name (the “New Corporate Name”) and ticker symbol (the “New Ticker Symbol”) for AQSP/LFTD Partners Inc. which better reflects Savage, Premier Greens, MKRC, Wheeler and Winters partnering with AQSP/LFTD Partners Inc., and the Parties to the Shareholders Agreement shall use commercially reasonable efforts to cause the Board of Directors and shareholders of AQSP to approve the New Corporate Name and the New Ticker Symbol as soon as practicable, subject to all necessary approvals and securities filings.

13.Operation of Savage and Premier Brands. **** Savage and Premier Brands shall operate as wholly-owned subsidiaries of AQSP under the Savage and Premier Brands names and using Savage’s and Premier Brands’ brand names, respectively, led by Wheeler as Savage’s and Premier Brands’ CEO and Winters as Savage’s and Premier Brands’ President and CFO.

14.Operation of AOSP. **** Wheeler and Winters shall serve alongside Warrender, GJacobs and WJacobs on AQSP’s internal Office of tl1e President, which shall conceptualize and articulate AQSP’s go-forward operational, sales, distribution, advertising, organic growth and acquisitions strategies and initiatives that will be presented to AQSP’s CEO and Board of Directors for approval.

Termination **** of **** this LOI

15.Events of Termination. **** This LOI shall terminate, without any payment by or penalty due from any party; upon execution of the Merger Agreement or if:

(a)The Audit shall not have been completed, or the results of the Audit shall have not been accepted by AQSP, by an outside date of March 15, 2022;

(b)AQSP has not closed the Capital Raise by an outside date of March 15, 2022;

(f)Any material provisions of this LOI shall be adjudged by a court or the SEC to be invalid or unenforceable, and thereafter the Parties to this LOI are unable to mutually agree upon how to proceed forward with the Transactions as impacted by such court or SEC action.

Miscellaneous

16.Expenses. **** Except as expressly set forth in this LOI, each of the Parties shall bear its or his own fees and expenses in connection with the proposed Transaction. Without limiting the generality of the foregoing, each of the Parties to this LOI shall be solely responsible for the fees and expenses owed by it or him to any lawyers, accountants, financial advisors, investment bankers, brokers or finders employed by such party.

17.Disclosures. **** AQSP shall be permitted to publicly disclose this LOI, and to share information regarding Savage, Premier Brands, MKRC, RJMC, AAA and Remediez, on a need-to-know basis, as may be necessary or desirable in connection with AQSP’s efforts to complete the Capital Raise or to satisfy the conditions to closing the Transactions, or otherwise as may be required to comply with applicable securities laws and regulations in the opinion of AQSP’s securities counsel.

18.Securities **** Laws. **** Wheeler and Winters acknowledge that AQSP is a publicly traded company and that trading in AQSP’s common stock, or unauthorized disclosure of any material non-public information regarding Savage, Premier Brands, MKRC, RJMC, AAA, Remediez, AQSP or the Transactions, could be subject to scrutiny and potential liability under applicable securities laws and regulations.

19.Signatures **** and **** Counterparts. **** Signatures on this LOI may be signed by hand and transmitted electronically in pdf format, and all of such signatures shall be deemed to be valid original signatures, and signatures on multiple counterparts of this LOI shall be deemed and construed to be one and the same instrument.

We look forward to building a large and successful public company together as partners, for the mutual benefit of AQSP’s shareholders and executives, Savage, Premier Brands and yourselves. If the foregoing terms and conditions are acceptable, please sign below, thanks.

Sincerely,

ACQUIRED SALES CORP.

By /s/ Gerard M. Jacobs/s/ Nicholas S. Warrender

Gerard M. Jacobs Nicholas S. Warrender, in his individual

capacity

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

Gerard M. Jacobs, in his individual capacity William C. Jacobs in his individual capacity

ACCEPTED AND AGREED UPON, INTENDING TO BE LEGALLY BOUND HEREBY:

SAVAGE ENTERPRISES/s/ Matt Winters

By /s/ Christopher WheelerMatt Winters, in his individual capacity

/s/ Christopher Wheeler

Christopher Wheeler, in his individual capacity

PREMIER GREENS LLC

By /s/ Christopher Wheeler

MKRC HOLDINGS, LLC

By /s/ Matt Winters

Acq ui red Sales Corp. (OTCQX: AQSP) Signs Letter of Intent to Acquire Delta-8-THC and CBD Industry Leader Savage Enterprises , and to Enter the California Marijuana Industry by Purchasing Premier Greens LLC and MKRC H oldings , LLC , Which Possess **** Five Conditional Use Permits From the City of Palm Springs f or the **** Cultivation, Manufacturing, Dispens ing , Delivery and Distribution of Marijuana , and a 5,560 Sq. Ft. Building to be Used for Growing, Dispensing and Transporting Marijuana

JACKSONVILLE, Fla., June 16, 2021 (GLOBE NEWSWIRE) -- Acquired Sales Corp. (OTCQX: AQSP) today announced that it has signed a letter of intent:

·To acquire 100% of the ownership interests of rapidly growing Savage Enterprises (www.SavageEnterprises.com), Irvine, California (“Savage”), which owns award-winning delta-8-THC and delta-10-THC brand Delta Effex (www.DeltaEffex.com), CBD brand Savage CBD (www.SavageCBD.com), e-liquid brand Vape 100 (www.vape100.co), and premium kratom and kava-based products brand Zen Panda, for an aggregate merger consideration of $44 million, consisting of $15,840,000 in cash plus 8,691,358 shares of Acquired Sales Corp.'s unregistered common stock; and

·To enter the California marijuana industry by AQSP purchasing 100% of Premier Greens LLC (“Premier Greens”), which has five conditional use permits (CUPs) from the City of Palm Springs for the cultivation, manufacturing, dispensing, delivery and distribution of marijuana, and is in the second of three phases to obtain its state licenses to grow, sell and deliver marijuana, and by Savage increasing its ownership of MKRC Holdings, LLC (“MKRC”), which owns a 5,560 square foot building to be used for the growing, selling and transportation of marijuana, from 46% to 100%, for an aggregate purchase consideration of $2,000,000 in cash.

Christopher G. Wheeler, co-founder, co-owner, and CEO of Savage, stated, “We feel that the combination of Savage Enterprises and Lifted Made will be unstoppable, and we look forward to helping to quarterback AQSP’s future growth and diversification. 2021 year to date, Savage Enterprises’ unaudited revenue is just over $13,000,000, and at our current run rate Savage Enterprises’ revenue is conservatively expected to be 200% over last year. Based upon Savage Enterprises’ unaudited year to date financial

performance, and barring significant changes in the industry, we conservatively expect Savage to generate over $7 million in post-closing annual pre-tax net income for AQSP, which would be immediately accretive to AQSP’s earnings per share.”

Matt Winters, co-founder, co-owner, and President and CFO of Savage, stated, “As a growing company with excellent free cash flow, Savage had many go-forward options available to us. After extensive discussions and analysis, we concluded that the best route to build the cannabis industry leader is for us to partner with Nick Warrender, Jake and Gerry Jacobs, Lifted Made and AQSP. It is harder than you think to find people who are like-minded about the quality of products produced, the overall customer experience, and the need for a decentralized approach to entrepreneur-led management in our very fast-moving and evolving industry. Partnering with Lifted Made is going to be a game changer. I am overjoyed to bring massive growth to the business, and I’m ready to jump on board to help direct the next big moves this industry needs to see. I can’t wait to see the next company we bring into AQSP alongside Savage and Lifted!”

Closing of the transactions is subject to a number of conditions, including but not limited to completion of an acceptable due diligence investigation and audit of Savage, Premier Greens and MKRC, completion of a capital raise of at least $30 million by AQSP, execution of definitive acquisition documents, receipt of a tax opinion on the Savage merger, obtaining all necessary approvals, and the completion of all necessary securities filings.

Christopher G. Wheeler and Matt Winters, the co-founders and co-owners of Savage, will continue to serve as the CEO and CFO, respectively, of Savage, Premier Greens and MKRC, and shall also serve as the Co-Founder and Chief Sales Officer, and as the Co-Founder and Chief Risk Officer, respectively, of AQSP, under long-term employment agreements.

Co-founded in 2014 by Christopher G. Wheeler and Matt Winters, Savage was established with the vision of bringing innovation to the counter-culture space. Savage has been committed to improving the community it serves by providing superior, consumer-centered and cost-effective products that are third-party lab-tested with quality assurance, consistency, and traceability. Savage’s goal is to create the benchmark for quality and assurance in the industry. Under its Delta Effex brand, Savage sells delta-10-THC cartridges, disposables and tinctures, delta-8-THC-infused shots, cartridges, concentrates, disposables, edibles, delta-8-THC-infused hemp flower, pods and tinctures. Under Savage CBD, Savage sells CBD cartridges, disposables, edibles, tinctures, topicals, vape juice and CBD for pets. Under its Vape 100 brand, Savage produces nicotine-infused e-liquids. For its Vape 100 e-liquid, Savage has filed a Premarket Tobacco Application (“PMTA”) with the U.S. Food & Drug Administration (“FDA”), which the FDA has received and is reviewing. Under its Zen Panda brand, Savage sells various kratom and kava-based products. Savage also sells disposable nicotine vapes. The team at Savage is currently developing at least three other products in the supplement arena, as well as innovative apparatuses for marijuana consumption.

Premier Greens has five CUPs from the City of Palm Springs for the cultivation, manufacturing, dispensary, delivery and distribution of marijuana, and is in the second of three phases to obtain its state licenses to grow, sell and deliver marijuana from the 5,560-square foot building owned by MKRC that is located in Palm Springs, California.

Christopher G. Wheeler, co-founder, co-owner and CEO of Savage, stated, “Being in the counter-culture space for almost a decade I realized early on that there are many avenues to which we can bring creative solutions, and be very disruptive. Because of the nature of our industry, it takes a company that has its eyes on producing the best quality of products and really bringing the next big things to the table first. Diversification of product offerings is a major key to success if you want to win big in this arena, and Savage has consistently been a product introduction leader, largely because we have relentlessly reinvested our cash flow back into the company, and have very little debt.”

Matt Winters continued, “In addition to Savage’s and Lifted’s outstanding delta-8-THC, delta-10-THC, CBD, e-liquids, and premium kratom and kava-based brands, our companies Premium Greens and MKRC will allow AQSP to significantly diversify into the regulated marijuana industry in California. Currently we are almost through state licensing and we have already obtained five CUPs from the City of Palm Springs. We are expecting to break ground on our build out of MKRC’s building in Palm Springs sometime this summer. We are beyond excited to operate this business and we are in the process of obtaining almost every California marijuana license you can get, including cultivating, manufacturing, dispensing, and distributing/transporting. Alongside our nationally known hemp brands Delta Effex and Urb Finest Flowers, this is going to be a grand slam!”

Nicholas S. Warrender, co-founder, Vice Chairman of Chief Operating Officer of AQSP, and CEO of Lifted Made, commented: “Partnering with Savage Enterprises is a big step forward in uniting industry leading brands. Chris Wheeler and Matt Winters are visionary entrepreneurs who have consistently set trends and have been on the forefront of pioneering emerging industries and products. I look forward to collaborating and working together as partners to achieve our goal of creating the largest and most profitable public company in the cannabis space.”

William C. “Jake” Jacobs, CPA, President and CFO of Acquired Sales Corp., said, “We are laser-focused on identifying the best entrepreneurs with fast-growing and profitable cannabis and related companies who are enthusiastic about partnering with us. Chris Wheeler and Matt Winters are spectacularly effective company builders, who have known Nick Warrender for years, and who are already our partners in LftdXSvg LLC, which is developing hemp-derived THCV products. Savage’s products, brand awareness, distribution capabilities, growth and free cash flow are outstanding, and AQSP is very fortunate to have Chris and Matt joining us in building the industry leader over the next few years.”

Gerard M. Jacobs, CEO of Acquired Sales Corp., said, “Chris Wheeler and Matt Winters are born entrepreneurs, highly intelligent and agile decision-makers. Savage

Enterprises’ rapid growth and robust cash flow stand in stark contrast to the many large publicly traded cannabis companies that are growing slower and posting large losses quarter after quarter, yet have market capitalizations that are boxcar numbers in the hundreds of millions of dollars, and in some cases in the billions of dollars. Chris, Matt and the rest of the Savage team will be critical players in Acquired Sales Corp.’s continued growth, acquisitions, and strategic planning. We are very excited to have them as our partners going forward!”

About Acquired Sales Corp. Acquired Sales Corp. (OTCQX ticker symbol AQSP) is focused upon investing in rapidly growing companies that make hemp-derived, cannabinoid-infused products such as beverages, lotions, oils, dabs, saucy dmnds, flower, cartridges, disposable vapes, hemp cigarettes, tinctures, bath bombs, balms, body washes, and gummies. In February, 2020, AQSP acquired 100% of Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) (www.LiftedMade.com), now located in Kenosha, Wisconsin. Lifted Made’s Urb Finest Flowers brand of hemp-derived delta-8-THC and CBD products is rapidly growing and is nationally recognized. Lifted Made has a 50% membership interest in SmplyLifted LLC, which sells tobacco-free nicotine pouches under the brand name FR3SH (www.GETFR3SH.com), and a 50% membership interest in LftdXSvg LLC, which plans to sell hemp-derived products containing THCV. AQSP also owns 4.99% of CBD-infused beverage and products maker Ablis Holding Company (www.AblisBev.com), and of craft distillers Bendistillery Inc. d/b/a Crater Lake Spirits (www.CraterLakeSpirits.com) and Bend Spirits, Inc. (www.Bendistillery.com), all located in Bend, Oregon. Please read AQSP's filings with the U.S. SEC which fully describe our business and the Risk Factors associated therewith. Learn more by subscribing to our newsletters at www.LiftedMade.com and www.AcquiredSalesCorp.com.

About Savage Enterprises Based in Irvine, California, Savage Enterprises was founded in 2014 by co-owners Christopher G. Wheeler and Matt Winters. Savage Enterprises is a manufacturer and distributor of hemp-derived products, including CBD and delta 8 THC products (under the brand name Delta Effex), e-liquids, and kratom. Savage Enterprises has a 50% membership interest in LftdXSvg LLC, which plans to sell hemp-derived products containing THCV. Savage Enterprises also owns 46% of MKRC, 51% of RJMC Brands, LLC, 6% of AAA, LLC, and 33% of Remediez. For more information about Savage Enterprises, please visit www.SavageEnterprises.com.

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. Such information includes the growth and profitability strategies, and future products and plans of Savage Enterprises, Premier Greens LLC, MKRC LLC, SmplyLifted LLC, LftdXSvg LLC, Lifted Made and Acquired Sales Corp. Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors which may cause or contribute to the actual results of these companies’ operations or the performance or achievements of these companies differing materially from those expressed or implied by the forward-looking statements. These companies undertake no obligation to publicly

update any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements as a result of certain other factors, including the risk factors set forth in Acquired Sales Corp.’s filings with the Securities and Exchange Commission.

CONTACTS:

Lifted Made Attn: Nicholas S. Warrender, Founder and CEO Phone: 224-577-8148 **Email:**ceo@LiftedMade.com **Website:**www.LiftedMade.com

Acquired Sales Corp. Attn: William C. “Jake” Jacobs, CPA, President and CFO Phone: 847-400-7660 **Email:**JakeJacobs@AcquiredSalesCorp.com **Website:**www.AcquiredSalesCorp.com

Savage Enterprises Attn: Brittany Warner **Phone:**714-612-1091 **Email:**Bwarner@savageenterprises.com **Website:**www.SavageEnterprises.com