Item 1.01 Entry into a Material Definitive Agreement
Stock Purchase Agreement
On
The closing of the Stock Purchase Agreement shall take place no later than two (2) business days after the last of the conditions to closing set forth in Article VI of the Stock Purchase Agreement have been satisfied or waived (other than conditions which, by their nature are to be satisfied on the closing date), or in such other manner or at such other time or date as the parties mutually agree upon in writing, which includes among other things, CRA approval of the transaction, CRA approval of the management services agreement (discussed below) and CRA approval of the license amendment evidencing Big Bhang as the sole owner of NMG MI.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by the Stock Purchase Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
- 2 - Management Services Agreement
Concurrently and in conjunction with entering into the Stock Purchase Agreement, NMG MI and Big Bhang entered into a management services agreement (the "Management Services Agreement"), which grants Big Bhang the right to provide management and administrative services to NMG MI pursuant to the terms of the Management Services Agreement. As soon as practicable following the execution of the Management Services Agreement, the parties shall submit the Management Services Agreement to the CRA for approval and the term of the Management Services Agreement shall commence on the first or sixteenth day of the month, whichever occurs first, following the written receipt of approval of the Management Services Agreement by the CRA and shall continue until the one (1) year anniversary thereof (the "Term"), which Term may be mutually extended by the parties, unless terminated earlier as set forth in the Management Services Agreement. Pursuant to the Management Services Agreement, Big Bhang will provide management and administrative services related to NMG MI as described in Exhibit A to the Management Services Agreement in exchange for a management fee equal to one hundred percent (100%) of gross revenues of the business of NMG MI, which "gross revenues" shall mean all income and monies generated from the sale of all goods, products, and/or services relating to the business.
In addition, during the Term of this Management Services Agreement, Big Bhang shall be granted full rights of management and control of the municipal and regulatory licenses, business, and the premises. NMG MI authorizes Big Bhang to take any and all actions, either directly or on behalf of NMG MI, which Big Bhang deems, in its reasonable discretion, to be necessary in furtherance of the business, to the extent that such actions comply with applicable laws. Big Bhang also shall have the right to change the trade or brand name of the business and/or premises during the Term, provided such change and name comply with applicable laws and are approved in advance by the CRA. Furthermore, except as otherwise provided in the Management Services Agreement, NMG MI covenants that it shall not, without the express prior approval of Big Bhang, take any action with respect to the operation of the business for which Big Bhang is authorized to take under the Management Services Agreement. In addition, Big Bhang shall assume all costs, obligations, liabilities, and expenditures of Licensee, which are incurred during the Term in connection with the services and the management and operation of NMG MI, the business, and the premise, and shall defend, indemnify, and hold harmless NMG MI from all costs, obligations, liabilities, and expenditures. During the Term, Big Bhang shall assume all risk of loss to NMG MI and/or the premise, and shall defend, indemnify, and hold harmless NMG MI from all risk of loss.
Big Bhang acknowledges and agrees that during the Term and thereafter, NMG MI shall retain all rights in the Intellectual Property (as defined in the Management Services Agreement). Any Intellectual Property that may be utilized by Big Bhang in connection with Big Bhang's performance of the services under the Management Services Agreement will remain the property of NMG MI or third-party company, and Big Bhang shall have no rights or interests therein, except as may otherwise be expressly provided in any separate agreement between the parties. In the event that Big Bhang acquires any rights in the Intellectual Property, by operation of law, or otherwise, such rights shall be deemed and are hereby irrevocably assigned to NMG MI without further action by the parties. Big Bhang shall not, at any time during or after the Term of the Management Services Agreement dispute or contest, directly or indirectly, NMG MI's right and title to the Intellectual Property or the validity thereof. Big Bhang agrees to execute any documents reasonably requested by NMG MI to affect any of the above provisions. Notwithstanding the foregoing, to extent it is required for Big Bhang to perform the services under the Management Services Agreement, NMG MI hereby grants Big Bhang a royalty-free, right and license to exploit and exercise all such Intellectual Property rights in support of Big Bhang's exercise or exploitation of the services.
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The foregoing description of the Management Services Agreement does not purport to be complete and is qualified in its entirety by the Management Services Agreement, which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.
Item 8.01 Other Events
On
"We are excited to receive our temporary occupancy permit for the
Consideration for the
The Company has options to acquire the
A copy of the news release is attached as Exhibit 99.1 hereto.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Description 10.1 Stock Purchase Agreement betweenBig Bhang Events, LLC , NMG MI 1, Inc. andDEP Nevada, Inc. , datedApril 14, 2023 10.2 Management Services Agreement betweenBig Bhang Events, LLC and NMG MI 1, Inc., datedApril 14, 2023 99.1 News Release datedApril 18, 2023 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) __________ - 5 -
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