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): March 13, 2026
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GLOBAL ASSET MANAGEMENT GROUP, INC. |
Wyoming |
| 0-08962 |
| 84-1641415 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
51 Monroe Street, Suite 1505
Rockville, MD 20852
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (240) 398-8319
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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)) |
Securities registered pursuant to Section 12(b) of the Act: NONE
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On March 13, 2026, Global Asset Management Group, Inc. (the “Company”) completed the following Share Exchange Agreements (collectively, the “Share Exchange Agreements”), pursuant to which the Company agreed to acquire 100% of the outstanding equity interests of each applicable acquired entity in exchange for shares of the Company’s common stock.
Acquired Asset Portfolio
The transactions provide the Company with a portfolio of specialized assets including:
| · | Industrial manufacturing facilities suitable for redevelopment |
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| · | Manufacturing and production infrastructure for health and wellness products |
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| · | Options for future purchase of Illinois cannabis craft grow, infuser and transportation licenses |
The Sustainable Properties portfolio includes two industrial real estate assets: a 33,000-square-foot edge data center facility and an 18,000-square-foot manufacturing property.
Strategic Growth Opportunity
The transactions were specifically structured to allow the Company to provide non-plant touching services, such as real estate development, equipment rentals and brand development, to the cannabis industry. Pending future Federal Rescheduling of cannabis products, as part of these transactions the Company has acquired Options to purchase State-licensed cannabis growing and manufacturing licenses. Once Federal restrictions are removed, the Company will be poised to take part in a rapidly expanding industry. The company believes the combination of high-value licenses and purpose-built real estate creates significant long-term value potential for our asset portfolio.
Summaries of the Share Exchange Agreements:
(i) Sustainable Craft Grow #1, LLC Share Exchange Agreement (Exhibit 10.1). The Company entered into a Share Exchange Agreement with Sustainable Craft Grow #1, LLC (“SCG”), pursuant to which the Company agreed to acquire 100 membership units of SCG (representing 100% of the issued and outstanding membership units of SCG) in exchange for 10,666,667 shares of the Company’s common stock issued to the selling member (or its designees) as set forth in the agreement.
(ii) Sustainable Properties, LLC Share Exchange Agreement (Exhibit 10.2). The Company entered into a Share Exchange Agreement with Sustainable Properties, LLC (“SP”), pursuant to which the Company agreed to acquire 1,000,000 membership units of SP (representing 100% of the issued and outstanding membership units of SP) in exchange for an aggregate of 10,000,000 shares of the Company’s common stock issued to the selling members of SP as set forth in the agreement.
(iii) Sustainable Transporter #1, LLC Share Exchange Agreement (Exhibit 10.3). The Company entered into a Share Exchange Agreement with Sustainable Transporter #1, LLC (“ST1”), pursuant to which the Company agreed to acquire 100 membership units of ST1 (representing 100% of the issued and outstanding membership units of ST1) in exchange for 166,667 shares of the Company’s common stock issued to the selling member (or its designees) as set forth in the agreement.
(iv) Sustainable Transporter #2, LLC Share Exchange Agreement (Exhibit 10.4). The Company entered into a Share Exchange Agreement with Sustainable Transporter #2, LLC (“ST2”), pursuant to which the Company agreed to acquire 100 membership units of ST2 (representing 100% of the issued and outstanding membership units of ST2) in exchange for 1,666,667 shares of the Company’s common stock issued to the selling member (or its designees) as set forth in the agreement.
(v) TMD Ventures, LLC Share Exchange Agreement (Exhibit 10.5). The Company entered into a Share Exchange Agreement with TMD Ventures, LLC (“TMD”), pursuant to which the Company agreed to acquire 10,000 membership units of TMD (representing 100% of the issued and outstanding membership units of TMD) in exchange for 13,280,923 shares of the Company’s common stock issued to the selling member (or its designees) as set forth in the agreement.
In each Share Exchange Agreement, the Company’s shares issued are described as duly authorized, validly issued, fully paid and non-assessable, and to have the same rights as the Company’s other outstanding common stock.
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The foregoing summaries of the Share Exchange Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Share Exchange Agreements, which are filed as Exhibits 10.1 through 10.5 to this Current Report on Form 8‑K and incorporated herein by reference.
In addition, certain acquired subsidiaries are parties to the Option Agreements described below, which remain in effect following the closing and relate to the potential transfer of certain Illinois cannabis licenses, subject to applicable regulatory approvals. The Company is providing the disclosure below to describe material terms and conditions of these arrangements in accordance with the requirements of Form 8‑K.
Option Agreements Relating to Illinois Cannabis Licenses:
In connection with the acquired business operations, certain of the entities that the Company acquired in the transactions described above are parties to option agreements relating to certain Illinois cannabis licenses (the “Option Agreements”). The Option Agreements remain in effect following the closing of the acquisitions and, among other things, provide that the applicable option holder may acquire a 100% interest in the applicable license for nominal consideration and a nominal exercise price, subject to required regulatory approvals. These Option Agreements were entered into prior to the closing and remain in effect following the closing as continuing arrangements of the acquired entities, which are now wholly-owned subsidiaries of the Company. There is no obligation on the part of the Company to exercise these Options Agreements.
· | Sustainable Transporter #1, LLC Option (Transporter License TR00000104). Sustainable Innovations, Inc. (“SI”) and Sustainable Transporter #1, LLC (“ST1”) entered into an option agreement dated February 19, 2026, pursuant to which SI granted ST1 an option to purchase a 100% interest in SI’s Illinois cannabis transporter license TR00000104. The option is supported by nominal consideration ($1.00) and may be exercised for an exercise price of $1.00, is exercisable for ten (10) years following the closing date specified in the option agreement, and provides that the transfer is subject to approval by the Illinois Department of Agriculture. The agreement also includes provisions regarding maintenance of the license and responsibility for transfer/renewal fees. |
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· | Sustainable Transporter #2, LLC Option (Transporter License TR00000105). SI and Sustainable Transporter #2, LLC (“ST2”) entered into an option agreement dated February 19, 2026, pursuant to which SI granted ST2 an option to purchase a 100% interest in SI’s Illinois cannabis transporter license TR00000105. The option is supported by nominal consideration ($1.00) and may be exercised for an exercise price of $1.00, is exercisable for ten (10) years following the closing date specified in the option agreement, and provides that the transfer is subject to approval by the Illinois Department of Agriculture. The agreement also includes provisions regarding maintenance of the license and responsibility for transfer/renewal fees. |
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· | Sustainable Transporter #2, LLC Option (Infuser License IN00000009). SI and ST2 entered into an option agreement dated February 19, 2026, pursuant to which SI granted ST2 an option to purchase a 100% interest in SI’s Illinois cannabis infuser license IN00000009. The option is supported by nominal consideration ($1.00) and may be exercised for an exercise price of $1.00, is exercisable for ten (10) years following the closing date specified in the option agreement, and provides that the transfer is subject to approval by the Illinois Department of Agriculture. The agreement also includes provisions regarding maintenance of the license and responsibility for transfer/renewal fees. |
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· | Sustainable Craft Grow #1, LLC Option (Craft Grow License CG00000095). SI and Sustainable Craft Grow #1, LLC (“SCG”) entered into an option agreement dated February 19, 2026, pursuant to which SI granted SCG an option to purchase a 100% interest in SI’s Illinois cannabis craft grow license CG00000095. The option is supported by nominal consideration ($1.00) and may be exercised for an exercise price of $1.00, is exercisable for ten (10) years following the closing date specified in the option agreement, and provides that the transfer is subject to approval by the Illinois Department of Agriculture. The agreement also includes provisions regarding maintenance of the license and responsibility for transfer/renewal fees. |
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· | Illinois Kindness Four, LLC / Sustainable Craft Grow #1, LLC (Infuser License IN00000044). Illinois Kindness Four, LLC (“IK4”) and Sustainable Craft Grow #1, LLC (“SCG”) are parties to an option agreement dated February 19, 2026 relating to Illinois cannabis infuser license IN00000044. The approval of transfer attached to the option agreement states that IK4 is the owner of license IN00000044 and contemplates a transfer of the license from IK4 to SCG, subject to applicable regulatory approvals. |
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The foregoing descriptions of the Option Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Option Agreements.
Item 3.02 Unregistered Sales of Equity Securities.
In connection with the Share Exchange Agreements described in Item 2.01, the Company issued an aggregate of 35,780,924 shares of its common stock to the applicable sellers (or their designees), consisting of: (i) 10,666,667 shares in connection with the SCG acquisition (Exhibit 10.1), (ii) 10,000,000 shares in connection with the SP acquisition (Exhibit 10.2), (iii) 166,667 shares in connection with the ST1 acquisition (Exhibit 10.3), (iv) 1,666,667 shares in connection with the ST2 acquisition (Exhibit 10.4), and (v) 13,280,923 shares in connection with the TMD acquisition (Exhibit 10.5).
The shares were issued in a transaction not involving a public offering in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder. The shares have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit 104 |
| Inline XBRL for the cover page of this Current Report on Form 8-K |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLOBAL ASSET MANAGEMENT GROUP, INC. |
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Dated: March 18, 2026 | By: | /s/ John Murray |
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| Name: | John Murray |
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| Title: | President |
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EXHIBIT 10.1
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of the 9th day of March 2026, by and between GLOBAL ASSET MANAGEMENT GROUP, INC., a Wyoming corporation ("GAMG"), and SUSTAINABLE CRAFT GROW #1, LLC, an Illinois limited liability company ("SCG"). In consideration of the premises and the mutual terms and provisions set forth in this Agreement, the parties hereto agree as follows:
ARTICLE ONE
ACQUISITION AND EXCHANGE OF SHARES
Section 1.1. Acquisition of SCG Units. Subject to the terms and conditions hereof, on the Closing Date (as hereinafter defined), SCG agrees to assign, transfer, deliver and convey unto GAMG, and GAMG agrees to acquire from SCG: 100 Units of SCG as set forth in Schedule A, representing 100% of the issued and outstanding membership Units of SCG.
Section 1.2. Exchange of Shares: Nomination and Endorsement Agreement
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| (a) | In exchange for the transfer of the SCG Units, on the Closing Date, GAMG agrees to issue to the Selling Members of SCG (as set forth on Schedule “A” hereto), subject to the terms and conditions hereof, ten million, six hundred sixty six thousand, six hundred and sixty-seven (10,666,667) Shares of GAMG Common Stock. When exchanged, the Shares issued to the Selling Members hereunder shall be duly authorized and validly issued, fully paid and non-assessable, and not issued in violation of any preemptive rights. |
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| (b) | The Shares of GAMG Common Stock issued to the Selling Members in connection herewith (the "Common Shares") shall, once issued, have the same dividend rights, conversion rights, voting powers, preferences, priorities and other special rights and powers as all other issued and outstanding Shares of GAMG Common Stock. |
Section 1.3. Exchange Procedures: Surrender of Certificates. On the Closing Date, SCG shall surrender to GAMG, or its duly authorized designee, possession of all certificates representing the SCG Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the SCG Units to GAMG. Thereupon. GAMG shall issue, in the name of the Selling Members, or its designees as set forth in Schedule B, certificates representing the Common Shares of GAMG.
Section 1.4. The Closing. The closing of the transactions contemplated hereunder (the "Closing") shall take place at GAMG’s principal executive office on or before March 9, 2026, or at such other date, time or place upon which the parties may mutually agree (the "Closing Date").
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Section 1.5. Actions At Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others:
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| (a) | SCG shall deliver the following documents to GAMG: |
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| 1. | A certificate signed by an authorized officer of SCG stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; |
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| 2. | A copy of the resolutions duly adopted by the Board of Directors and stockholders of SCG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the Secretary of SCG; and |
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| 3. | Certificates representing the Units registered in the name of GAMG. |
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| (b) | GAMG shall deliver the following documents to SCG: |
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| 1. | A certificate signed by an authorized officer of GAMG stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; |
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| 2. | A copy of the resolutions duly adopted by the Board of Directors of GAMG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the Secretary of GAMG; |
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| 3. | The certificates representing the GAMG Shares, issued in the names of the Selling Members as their interests appear in Exhibit “A” annexed hereto. |
ARTICLE TWO
REPRESENTATIONS AND WARRANTIES OF SCG
Section 2.1. Organization and Membership Interest.
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| (a) | SCG is a limited liability company duly organized, validly existing and in good standing under the law of the State of Illinois with full power and authority to carry on its business as now being conducted. |
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| (b) | As of the date hereof, 100 Units of SCG are issued and outstanding. All of the issued and outstanding Units of SCG are duly and validly issued and outstanding and are fully paid and non-assessable. None of the outstanding Units of SCG have been issued in violation of any preemptive rights of the current or past members of SCG. |
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| (c) | The Units that are to be issued to GAMG hereunder, when so issued in accordance with the terms of this Agreement, will be validly issued and outstanding, fully paid and non-assessable. |
Section 2.2. Authorization. On the Closing Date, (i) there will be no provision in SCG’s Articles of Organization or in its Operating Agreement, as amended, which prohibits or limits SCG's ability to consummate the transactions contemplated hereby, (ii) SCG shall have the right, power and authority to enter into this Agreement and to consummate all of the transactions and fulfill all of the obligations contemplated hereby and (iii) the execution and delivery of this Agreement and the due consummation by SCG of the transactions contemplated hereby will have been duly authorized by all necessary company action of the Managers and Members of SCG. This Agreement constitutes a legal, valid and binding agreement of SCG enforceable against SCG in accordance with its terms.
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Section 2.3. No Conflict or Violation. Subject to the fulfillment of all of the conditions set forth in Article Five hereof, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby in accordance herewith, nor compliance by SCG with any of the provisions hereof will result in, as of the Closing Date: (i) a violation of or a conflict with any provision of SCG’s Articles of Organization or Operating Agreement, as amended, (ii) a breach of or default under any term, condition or provision of any obligation, agreement or undertaking, whether oral or written to which SCG is a party, or an event which, with the giving of notice, lapse of time, or both, would result in any such breach, (iii) a violation of any applicable law, rule, regulation, order, decree or other requirement having the force of law, or order, judgment, writ, injunction, decree or award, or an event which, with the giving of notice, lapse of time, or both, would result in any such violation, or (iv) any person having the right to enjoin, rescind or otherwise prevent or impede the transactions contemplated hereby or to obtain damages from SCG or to obtain any other judicial or administrative relief as a result of any transaction carried out in accordance with the provisions of this Agreement.
Section 2.4. Litigation and Proceedings. There is no action, suit, proceeding or investigation pending or, to the knowledge of SCG, threatened which challenges the validity of this Agreement or the transactions contemplated hereby, or otherwise seeks to prevent, directly or indirectly the consummation of such transactions.
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES OF GAMG
Section 3.1. Corporate Organization. GAMG is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming with full power and authority to carry on its business as it is now being conducted.,
Section 3.2. Authorization. GAMG has full right, power and authority to enter into this Agreement and to consummate or cause to be consummated all of the transactions and to fulfill all of the obligations contemplated hereby The execution and delivery of this Agreement and the due consummation by GAMG of the transactions contemplated hereby have been duly authorized by all necessary corporate action of the Board of Directors of GAMG. This Agreement constitutes a legal, valid and binding agreement of GAMG enforceable against GAMG in accordance with its terms.
Section 3.3. No Conflict or Violation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby nor compliance by GAMG with any of the provisions hereof will result in: (i) a violation of or a conflict with any provision of the Articles of Incorporation or By-Laws of GAMG (ii) a breach of or default under any term, condition or provision of any obligation, agreement or undertaking, whether oral or written to which GAMG is a party, or an event which, with the giving of notice, lapse of time, or both, would result in any such breach, (iii) a violation of any applicable law, rule, regulation, order, decree or other requirement having the force of law, or order, judgment, writ, injunction, decree or award, or an event which, with the giving of notice, lapse of time, or both, would result in any such violation, or (iv) any person having the right to enjoin, rescind or otherwise prevent or impede the transactions contemplated hereby or to obtain damages from GAMG or to obtain any other judicial or administrative relief as a result of any transaction carried out in accordance with the provisions of this Agreement.
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Section 3.4. Litigation and Proceedings. There is no action, suit, proceeding or investigation pending or, to the knowledge of GAMG, threatened which challenges the validity of this Agreement or the transactions contemplated hereby, or otherwise seeks to prevent, directly or indirectly, the consummation of such transactions.
Section 3.5. Free and Clear Shares. The GAMG Shares, when issued, will be free and clear of any claims, lien, charges, encumbrances or other restrictions or commitments of any nature whatsoever.
ARTICLE FOUR
AGREEMENTS OF PARTIES
Section 4.1. Agreements of GAMG.
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| (a) | GAMG shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations, warranties or agreements contained or referred to herein, give prompt written notice thereof to SCG and use reasonable efforts to prevent or promptly remedy the same. |
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| (b) | GAMG shall use reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the exchange contemplated hereby in accordance with the terms and conditions hereof. |
Section 4.2. Agreements of SCG.
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| (a) | SCG shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations, warranties or agreements contained or referred to herein, give prompt written notice thereof to GAMG and use reasonable efforts to prevent or promptly remedy the same. |
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| (b) | SCG shall use reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the exchange contemplated hereby in accordance with the terms and conditions hereof. |
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ARTICLE FIVE
CONDITIONS PRECEDENT TO THE EXCHANGE
Section 5.1. Conditions to the Obligations of GAMG. GAMG's obligations to effect the exchange shall be subject to the satisfaction (or waiver by SCG) of the following conditions prior to or on the Closing Date:
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| (a) | The representations and warranties made by GAMG in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date; |
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| (b) | SCG shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement; |
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| (c) | No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect, nor shall any proceeding by any authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the exchange which makes the consummation of the exchange illegal; and |
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| (d) | All necessary approvals, consents and authorizations required by law for consummation of the exchange including, without limitation, the approval by the Managers of SCG shall have been obtained. |
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| (e) | GAMG shall have received all executed documents required to be received from SCG on or prior to the Closing Date; all in form and substance reasonably satisfactory to GAMG. |
Section 5.2. Conditions to the Obligations of SCG. SCG’s obligations to effect the exchange shall be subject to the satisfaction (or waiver by GAMG) of the following conditions prior to or on the Closing Date:
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| (a) | The representatives and warranties made by GAMG in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date; |
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| (b) | GAMG shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement; |
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| (c) | No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect, nor shall any proceeding by any authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the exchange which makes the consummation of the exchange illegal; and |
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| (d) | All necessary approvals, consents and authorizations required by law for consummation of the exchange including, without limitation, approval by the Board of Directors and Shareholders of GAMG or before the Closing Date shall have been obtained. |
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| (e) | SCG shall have received all executed documents required to be received from GAMG on or prior to the Closing Date; all in form and substance reasonably satisfactory to SCG. |
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ARTICLE SIX
TERMINATION OR ABANDONMENT
Section 6.1. Mutual Agreement. This Agreement may be terminated by the mutual written consent of the parties at any time prior to the Closing Date, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previously obtained.
Section 6.2. Breach of Agreements. In the event there is a material breach in any of the representations and warranties or agreements of SCG or GAMG, which breach is not cured within thirty (30) days after notice to cure such breach is given by the non-breaching party, then the non- breaching party, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previous obtained, may terminate and cancel this Agreement by providing written notice of such action to the other party hereto.
Section 6.3. Failure of Conditions. In the event any of the conditions to the obligations of either party are not satisfied or waived as specified in Article Five hereof, and if any applicable cure period provided in Section 6.2 hereof has lapsed, then the party for whose benefit such conditions were imposed may, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previously obtained, terminate and cancel this Agreement by delivery of written notice of such action to the other party on such date.
ARTICLE SEVEN
MISCELLANEOUS PROVISIONS
Section 7.1. Notices. Any notice or other communication shall be in writing and shall be deemed to have been given or made on the date of delivery in the case of hand delivery, or three (3) business days after deposit in the United States Registered Mail, postage prepaid, or upon receipt if transmitted by facsimile telecopy or any other means, addressed (in any case) as follows:
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| (a) | if to GAMG: |
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| Global Asset Management Group, Inc. 51 Monroe Street, Suite 1505 Rockville, MD Attention: Mr. Richard Balles |
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| with a copy to: Global Asset Management Group, Inc. 6755 Weaver Road, Suite J Rockford, IL 61114 Attention: Erik Carlson |
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| (b) | if to SCG: |
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| Sustainable Craft Grow #1, LLC 6755 Weaver Road, Ste. J Rockford, IL 61114 Attention: Erik Carlson |
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| with copies to: |
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or to such other address as any party may from time to time designate by notice to the others.
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Section 7.2. Liabilities. In the event that this Agreement is terminated pursuant to the provisions of Section 6.2 or Section 6.3 hereof on account of a breach of any of the representations and warranties set forth herein or any breach of any of the agreements set forth herein or any failure of conditions precedent to the exchange herein contained, then the non-breaching party or the party for whose benefit such conditions were imposed shall be entitled to recover appropriate damages from the breaching party; provided, however, that notwithstanding the foregoing. In the event this Agreement is terminated by reason of a failure of a condition precedent set forth in Sections 5.1(c) or (d), or Sections 5.2(c) or (d), no party hereto shall have any liability to any other party for costs, expenses, damages or otherwise.
Section 7.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and cancels any and all prior discussions, negotiations, undertakings and agreements between the parties relating to the subject matter hereof.
Section 7.4. Headings and Captions. The captions of Articles and Sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.
Section 7.5. Waiver. Amendment or Modification. The conditions of this Agreement which may be waived may only be waived by notice to the other party waiving such condition. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. This Agreement may not be amended or modified except by a written document duly executed by the parties hereto.
Section 7.6. Rules of Construction. Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles; (c) "or" is not exclusive; and (d) words in the singular may include the plural and in the plural include the singular.
Section 7.7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument.
Section 7.8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, successors and assigns, including any successor by merger, reorganization or acquisition of substantially all the assets of a party hereto. There shall be no third party beneficiaries hereof.
Section 7.9. Governing Law; Assignment. This Agreement shall be governed by the law of the State of Wyoming. This Agreement may not be assigned by either of the parties hereto.
Section 7.10. Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction is, as to such jurisdiction, ineffective to the extent of any such prohibition, unenforceability or no authorization without invalidating the remaining provisions hereof, or affecting the validity enforceability or legality of such provision in any other jurisdiction, unless the ineffectiveness of such provision would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable.
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IN WITNESS WHEREOF, the undersigned have set their hand on the date first above written.
| GLOBAL ASSET MANAGEMENT GROUP, INC. |
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| By: | /s/ Richard Balles |
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| Rich Balles, CEO |
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| Global Asset Management Group, Inc. |
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| SUSTAINABLE CRAFT GROW #1, LLC |
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| By: | /s/ Erik Carlson |
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| Erik Carlson, Manager |
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| Sustainable Craft Grow #1, LLC |
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| SELLING MEMBER: |
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| By: | /s/ John Murray |
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| John Murray, President |
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|
| Sustainable Innovations, Inc. |
|
| 8 |
SCHEDULE “A”
SELLING MEMBERS OF SUSTAINABLE CRAFT GROW #1, LLC
| Member |
| SCG Units |
|
| % Ownership |
| ||
| Sustainable Innovations, Inc. |
|
| 100 |
|
|
| 100.0 | % |
| TOTAL |
|
| 100 |
|
|
| 100.0 | % |
| 9 |
SCHEDULE “B”
DESIGNEES OF SUSTAINABLE INNOVATIONS, INC.
| Member |
| SI shares |
|
| % |
|
| GAMG for SCG |
| |||
| Little Ones, LLC |
|
| 542,175 |
|
|
| 54.22 | % |
|
| 5,783,200 |
|
| Candle Holding Co., LLC |
|
| 91,309 |
|
|
| 9.13 | % |
|
| 973,963 |
|
| Illinois Kindness Three, LLC |
|
| 85,000 |
|
|
| 8.50 | % |
|
| 906,667 |
|
| Emily Newbury |
|
| 64,030 |
|
|
| 6.40 | % |
|
| 682,987 |
|
| Charles Voss, Jr. |
|
| 38,250 |
|
|
| 3.83 | % |
|
| 408,000 |
|
| Josh Gillan |
|
| 34,893 |
|
|
| 3.49 | % |
|
| 372,192 |
|
| Frank Sacco Revocable Trust |
|
| 9,999 |
|
|
| 1.00 | % |
|
| 106,656 |
|
| Digital Trust LLC, FBO Pati Strehl, IRA a/c #6000700 |
|
| 9,999 |
|
|
| 1.00 | % |
|
| 106,656 |
|
| Mark Strehl |
|
| 9,999 |
|
|
| 1.00 | % |
|
| 106,656 |
|
| Imran Mirza |
|
| 8,125 |
|
|
| 0.81 | % |
|
| 86,667 |
|
| David Nissman |
|
| 7,500 |
|
|
| 0.75 | % |
|
| 80,000 |
|
| Kristine Carlson Trust |
|
| 12,500 |
|
|
| 1.25 | % |
|
| 133,333 |
|
| Blomquist Irrevocable Trust |
|
| 10,000 |
|
|
| 1.00 | % |
|
| 106,667 |
|
| Estate of Edward Wayne, Chris Wayne |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 53,333 |
|
| Estate of Edward Wayne, Nick Wayne |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 53,333 |
|
| David Wuebben |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 53,333 |
|
| Miroslaw Niemiec |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 53,333 |
|
| Parin Shah |
|
| 6,634 |
|
|
| 0.66 | % |
|
| 70,763 |
|
| Omar Dia |
|
| 4,375 |
|
|
| 0.44 | % |
|
| 46,667 |
|
| Pale Moon Trust |
|
| 24,910 |
|
|
| 2.49 | % |
|
| 265,707 |
|
| Taylor Strehl |
|
| 4,102 |
|
|
| 0.41 | % |
|
| 43,755 |
|
| David Dimke |
|
| 3,750 |
|
|
| 0.38 | % |
|
| 40,000 |
|
| Brandon Newbury |
|
| 2,720 |
|
|
| 0.27 | % |
|
| 29,013 |
|
| Greg Woodford |
|
| 2,500 |
|
|
| 0.25 | % |
|
| 26,667 |
|
| Tobias deGoede |
|
| 2,300 |
|
|
| 0.23 | % |
|
| 24,533 |
|
| Kasia Musiatewicz |
|
| 2,000 |
|
|
| 0.20 | % |
|
| 21,333 |
|
| Eric Von Herbulis |
|
| 700 |
|
|
| 0.07 | % |
|
| 7,467 |
|
| Michael Schrom |
|
| 500 |
|
|
| 0.05 | % |
|
| 5,333 |
|
| Craig Didier |
|
| 500 |
|
|
| 0.05 | % |
|
| 5,333 |
|
| Charles Wu |
|
| 500 |
|
|
| 0.05 | % |
|
| 5,333 |
|
| Cameron Baldwin |
|
| 280 |
|
|
| 0.03 | % |
|
| 2,987 |
|
| P. Rose Schlickman |
|
| 250 |
|
|
| 0.03 | % |
|
| 2,667 |
|
| Billy Ni |
|
| 200 |
|
|
| 0.02 | % |
|
| 2,133 |
|
| TOTAL |
|
| 1,000,000 |
|
|
| 100.00 | % |
|
| 10,666,667 |
|
| 10 |
EXHIBIT 10.2
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of the 9th day of March, 2026, by and between GLOBAL ASSET MANAGEMENT GROUP, INC., a Wyoming corporation ("GAMG"), and SUSTAINABLE PROPERTIES, LLC, an Illinois limited liability company ("SP"). In consideration of the premises and the mutual terms and provisions set forth in this Agreement, the parties hereto agree as follows:
ARTICLE ONE
ACQUISITION AND EXCHANGE OF SHARES
Section 1.1. Acquisition of SP Units. Subject to the terms and conditions hereof, on the Closing Date (as hereinafter defined), SP agrees to assign, transfer, deliver and convey unto GAMG, and GAMG agrees to acquire from SP: 1,000,000 Units of SP, representing 100% of the issued and outstanding membership Units of SP.
Section 1.2. Exchange of Shares: Nomination and Endorsement Agreement
|
| (a) | In exchange for the transfer of the SP Units, on the Closing Date, GAMG agrees to issue to the Selling Members of SP (as set forth on Schedule “A” hereto), subject to the terms and conditions hereof, ten million (10,000,000) Shares of GAMG Common Stock. When exchanged, the Shares issued to the Selling Members hereunder shall be duly authorized and validly issued, fully paid and non-assessable, and not issued in violation of any preemptive rights. |
|
| (b) | The Shares of GAMG Common Stock issued to the Selling Members in connection herewith (the "Common Shares") shall, once issued, have the same dividend rights, conversion rights, voting powers, preferences, priorities and other special rights and powers as all other issued and outstanding Shares of GAMG Common Stock. |
Section 1.3. Exchange Procedures: Surrender of Certificates. On the Closing Date, SP shall surrender to GAMG, or its duly authorized designee, possession of all certificates representing the SP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the SP Units to GAMG. Thereupon. GAMG shall issue, in the name of the Selling Members as set forth in Schedule A, certificates representing the Common Shares of GAMG.
Section 1.4. The Closing. The closing of the transactions contemplated hereunder (the "Closing") shall take place at GAMG’s principal executive office on or before March 9, 2026, or at such other date, time or place upon which the parties may mutually agree (the "Closing Date").
| 1 |
Section 1.5. Actions At Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others:
|
| (a) | SP shall deliver the following documents to GAMG: |
|
| 1. | A certificate signed by an authorized officer of SP stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; |
|
| 2. | A copy of the resolutions duly adopted by the Board of Directors and stockholders of SP authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the Secretary of SP; and |
|
| 3. | Certificates representing the Units registered in the name of GAMG. |
|
| (b) | GAMG shall deliver the following documents to SP: |
|
| 1. | A certificate signed by an authorized officer of GAMG stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; |
|
| 2. | A copy of the resolutions duly adopted by the Board of Directors of GAMG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the Secretary of GAMG; |
|
| 3. | The certificates representing the GAMG Shares, issued in the names of the Selling Members as their interests appear in Exhibit “A” annexed hereto. |
ARTICLE TWO
REPRESENTATIONS AND WARRANTIES OF SP
Section 2.1. Organization and Membership Interest.
|
| (a) | SP is a limited liability company duly organized, validly existing and in good standing under the law of the State of Illinois with full power and authority to carry on its business as now being conducted. |
|
| (b) | As of the date hereof, 1,000,000 Units of SP are issued and outstanding. All of the issued and outstanding Units of SP are duly and validly issued and outstanding and are fully paid and non-assessable. None of the outstanding Units of SP have been issued in violation of any preemptive rights of the current or past members of SP. |
|
| (c) | The Units that are to be issued to GAMG hereunder, when so issued in accordance with the terms of this Agreement, will be validly issued and outstanding, fully paid and non-assessable. |
Section 2.2. Authorization. On the Closing Date, (i) there will be no provision in SP’s Articles of Organization or in its Operating Agreement, as amended, which prohibits or limits SP's ability to consummate the transactions contemplated hereby, (ii) SP shall have the right, power and authority to enter into this Agreement and to consummate all of the transactions and fulfill all of the obligations contemplated hereby and (iii) the execution and delivery of this Agreement and the due consummation by SP of the transactions contemplated hereby will have been duly authorized by all necessary corporate action of the Managers and Members of SP. This Agreement constitutes a legal, valid and binding agreement of SP enforceable against SP in accordance with its terms.
| 2 |
Section 2.3. No Conflict or Violation. Subject to the fulfillment of all of the conditions set forth in Article Five hereof, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby in accordance herewith, nor compliance by SP with any of the provisions hereof will result in, as of the Closing Date: (i) a violation of or a conflict with any provision of SP’s Articles of Organization or Operating Agreement, as amended, (ii) a breach of or default under any term, condition or provision of any obligation, agreement or undertaking, whether oral or written to which SP is a party, or an event which, with the giving of notice, lapse of time, or both, would result in any such breach, (iii) a violation of any applicable law, rule, regulation, order, decree or other requirement having the force of law, or order, judgment, writ, injunction, decree or award, or an event which, with the giving of notice, lapse of time, or both, would result in any such violation, or (iv) any person having the right to enjoin, rescind or otherwise prevent or impede the transactions contemplated hereby or to obtain damages from SP or to obtain any other judicial or administrative relief as a result of any transaction carried out in accordance with the provisions of this Agreement.
Section 2.4. Litigation and Proceedings. There is no action, suit, proceeding or investigation pending or, to the knowledge of SP, threatened which challenges the validity of this Agreement or the transactions contemplated hereby, or otherwise seeks to prevent, directly or indirectly the consummation of such transactions.
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES OF GAMG
Section 3.1. Corporate Organization. GAMG is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming with full power and authority to carry on its business as it is now being conducted.,
Section 3.2. Authorization. GAMG has full right, power and authority to enter into this Agreement and to consummate or cause to be consummated all of the transactions and to fulfill all of the obligations contemplated hereby The execution and delivery of this Agreement and the due consummation by GAMG of the transactions contemplated hereby have been duly authorized by all necessary corporate action of the Board of Directors of GAMG. This Agreement constitutes a legal, valid and binding agreement of GAMG enforceable against GAMG in accordance with its terms.
Section 3.3. No Conflict or Violation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby nor compliance by GAMG with any of the provisions hereof will result in: (i) a violation of or a conflict with any provision of the Articles of Incorporation or By-Laws of GAMG (ii) a breach of or default under any term, condition or provision of any obligation, agreement or undertaking, whether oral or written to which GAMG is a party, or an event which, with the giving of notice, lapse of time, or both, would result in any such breach, (iii) a violation of any applicable law, rule, regulation, order, decree or other requirement having the force of law, or order, judgment, writ, injunction, decree or award, or an event which, with the giving of notice, lapse of time, or both, would result in any such violation, or (iv) any person having the right to enjoin, rescind or otherwise prevent or impede the transactions contemplated hereby or to obtain damages from GAMG or to obtain any other judicial or administrative relief as a result of any transaction carried out in accordance with the provisions of this Agreement.
Section 3.4. Litigation and Proceedings. There is no action, suit, proceeding or investigation pending or, to the knowledge of GAMG, threatened which challenges the validity of this Agreement or the transactions contemplated hereby, or otherwise seeks to prevent, directly or indirectly, the consummation of such transactions.
Section 3.5. Free and Clear Shares. The GAMG Shares, when issued, will be free and clear of any claims, lien, charges, encumbrances or other restrictions or commitments of any nature whatsoever.
| 3 |
ARTICLE FOUR
AGREEMENTS OF PARTIES
Section 4.1. Agreements of GAMG.
|
| (a) | GAMG shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations, warranties or agreements contained or referred to herein, give prompt written notice thereof to SP and use reasonable efforts to prevent or promptly remedy the same. |
|
| (b) | GAMG shall use reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the exchange contemplated hereby in accordance with the terms and conditions hereof. |
Section 4.2. Agreements of SP.
|
| (a) | SP shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations, warranties or agreements contained or referred to herein, give prompt written notice thereof to GAMG and use reasonable efforts to prevent or promptly remedy the same. |
|
| (b) | SP shall use reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the exchange contemplated hereby in accordance with the terms and conditions hereof. |
ARTICLE FIVE
CONDITIONS PRECEDENT TO THE EXCHANGE
Section 5.1. Conditions to the Obligations of GAMG. GAMG's obligations to effect the exchange shall be subject to the satisfaction (or waiver by SP) of the following conditions prior to or on the Closing Date:
|
| (a) | The representations and warranties made by GAMG in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date; |
|
| (b) | SP shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement; |
|
| (c) | No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect, nor shall any proceeding by any authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the exchange which makes the consummation of the exchange illegal; and |
|
| (d) | All necessary approvals, consents and authorizations required by law for consummation of the exchange including, without limitation, the approval by the Managers of SP shall have been obtained. |
|
| (e) | GAMG shall have received all executed documents required to be received from SP on or prior to the Closing Date; all in form and substance reasonably satisfactory to GAMG. |
| 4 |
Section 5.2. Conditions to the Obligations of SP. SP’s obligations to effect the exchange shall be subject to the satisfaction (or waiver by GAMG) of the following conditions prior to or on the Closing Date:
|
| (a) | The representatives and warranties made by GAMG in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date; |
|
| (b) | GAMG shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement; |
|
| (c) | No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect, nor shall any proceeding by any authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the exchange which makes the consummation of the exchange illegal; and |
|
| (d) | All necessary approvals, consents and authorizations required by law for consummation of the exchange including, without limitation, approval by the Board of Directors and Shareholders of GAMG or before the Closing Date shall have been obtained. |
|
| (e) | SP shall have received all executed documents required to be received from GAMG on or prior to the Closing Date; all in form and substance reasonably satisfactory to SP. |
ARTICLE SIX
TERMINATION OR ABANDONMENT
Section 6.1. Mutual Agreement. This Agreement may be terminated by the mutual written consent of the parties at any time prior to the Closing Date, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previously obtained.
Section 6.2. Breach of Agreements. In the event there is a material breach in any of the representations and warranties or agreements of SP or GAMG, which breach is not cured within thirty (30) days after notice to cure such breach is given by the non-breaching party, then the non- breaching party, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previous obtained, may terminate and cancel this Agreement by providing written notice of such action to the other party hereto.
Section 6.3. Failure of Conditions. In the event any of the conditions to the obligations of either party are not satisfied or waived as specified in Article Five hereof, and if any applicable cure period provided in Section 6.2 hereof has lapsed, then the party for whose benefit such conditions were imposed may, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previously obtained, terminate and cancel this Agreement by delivery of written notice of such action to the other party on such date.
| 5 |
ARTICLE SEVEN
MISCELLANEOUS PROVISIONS
Section 7.1. Notices. Any notice or other communication shall be in writing and shall be deemed to have been given or made on the date of delivery in the case of hand delivery, or three (3) business days after deposit in the United States Registered Mail, postage prepaid, or upon receipt if transmitted by facsimile telecopy or any other means, addressed (in any case) as follows:
|
| (a) | if to GAMG: |
|
|
| Global Asset Management Group, Inc. 51 Monroe Street, Suite 1505 Rockville, MD Attention: Mr. Richard Balles |
|
|
|
|
|
|
| with a copy to: |
|
|
| Global Asset Management Group, Inc. 6755 Weaver Road, Suite J Rockford, IL 61114 Attention: Erik Carlson |
|
|
|
|
|
| (b) | if to SP: |
|
|
| Sustainable Properties, LLC 6755 Weaver Road, Ste. J Rockford, IL 61114 Attention: Erik Carlson |
|
|
|
|
|
|
| with copies to: |
|
|
| _______________________ |
or to such other address as any party may from time to time designate by notice to the others.
| 6 |
Section 7.2. Liabilities. In the event that this Agreement is terminated pursuant to the provisions of Section 6.2 or Section 6.3 hereof on account of a breach of any of the representations and warranties set forth herein or any breach of any of the agreements set forth herein or any failure of conditions precedent to the exchange herein contained, then the non-breaching party or the party for whose benefit such conditions were imposed shall be entitled to recover appropriate damages from the breaching party; provided, however, that notwithstanding the foregoing. In the event this Agreement is terminated by reason of a failure of a condition precedent set forth in Sections 5.1(c) or (d), or Sections 5.2(c) or (d), no party hereto shall have any liability to any other party for costs, expenses, damages or otherwise.
Section 7.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and cancels any and all prior discussions, negotiations, undertakings and agreements between the parties relating to the subject matter hereof.
Section 7.4. Headings and Captions. The captions of Articles and Sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.
Section 7.5. Waiver. Amendment or Modification. The conditions of this Agreement which may be waived may only be waived by notice to the other party waiving such condition. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. This Agreement may not be amended or modified except by a written document duly executed by the parties hereto.
Section 7.6. Rules of Construction. Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles; (c) "or" is not exclusive; and (d) words in the singular may include the plural and in the plural include the singular.
Section 7.7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument.
Section 7.8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, successors and assigns, including any successor by merger, reorganization or acquisition of substantially all the assets of a party hereto. There shall be no third party beneficiaries hereof.
Section 7.9. Governing Law; Assignment. This Agreement shall be governed by the law of the State of Wyoming. This Agreement may not be assigned by either of the parties hereto.
Section 7.10. Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction is, as to such jurisdiction, ineffective to the extent of any such prohibition, unenforceability or no authorization without invalidating the remaining provisions hereof, or affecting the validity enforceability or legality of such provision in any other jurisdiction, unless the ineffectiveness of such provision would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable.
| 7 |
IN WITNESS WHEREOF, the undersigned have set their hand on the date first above written.
| GLOBAL ASSET MANAGEMENT GROUP, INC. |
| |
|
|
|
|
| By: | /s/ John Murray |
|
|
| John Murray, President |
|
|
|
|
|
| SUSTAINABLE PROPERTIES, LLC |
| |
|
|
|
|
| By: | /s/ Erik Carlson |
|
|
| Erik Carlson, Manager |
|
SELLING MEMBERS:
| /s/ John Murray | /s/ Erik Carlson | |||
| John Murray, Trustee | Erik Carlson, Trustee | |||
| Cherub Revocable Trust, Manager | Petra Perasma Trust, Manager | |||
| Bad Dogs, Inc, President | Carolingian Strategies, LLC, Manager | |||
| Perros Malos, LLC |
|
| Candle Holding Co., LLC |
|
|
|
|
|
|
|
| /s/ Mark Carlson |
|
| /s/ Tim Blomquist |
|
| Mark Carlson, Trustee |
|
| Tim Blomquist, Trustee |
|
| Kristine Carlson Trust |
|
| Blomquist Irrevocable Trust |
|
|
|
|
|
|
|
| /s/ P. Rose Schlickman |
|
| /s/ Emily Newbury |
|
| P. Rose Schlickman |
|
| Emily Newbury |
|
|
|
|
|
|
|
| /s/ Charles Voss, Jr. |
|
| /s/ Josh Gillan |
|
| Charles Voss, Jr. |
|
| Josh Gillan |
|
|
|
|
|
|
|
| /s/ Frank Sacco |
|
| /s/ Pati Strehl |
|
| Frank Sacco, Trust |
|
| Pati Strehl, Trustee, Digital Trust LLC, |
|
| Frank Sacco Revocable Trust |
|
| FBO Pati Strehl, IRA a/c #6000700 |
|
|
|
|
|
|
|
| /s/ Mark Strehl |
|
| /s/ Imran Mirza |
|
| Mark Strehl |
|
| Imran Mirza |
|
| 8 |
| /s/ Nick Wayne | /s/ Chris Wayne | |||
| Nick Wayne for | Chris Wayne for | |||
| Estate of Edward Wayne | Estate of Edward Wayne | |||
| /s/ David Nissman |
|
| /s/ David Wuebben |
|
| David Nissman |
|
| David Wuebben |
|
|
|
|
|
|
|
| /s/ Miroslaw Niemiec |
|
| /s/ Parin Shah |
|
| Miroslaw Niemiec |
|
| Parin Shah |
|
|
|
|
|
|
|
| /s/ Omar Dia |
|
| /s/ Taylor Strehl |
|
| Omar Dia |
|
| Taylor Strehl |
|
|
|
|
|
|
|
| /s/ David Dimke |
|
| /s/ Brandon Newbury |
|
| David Dimke |
|
| Brandon Newbury |
|
|
|
|
|
|
|
| /s/ Greg Woodford |
|
| /s/ Tobia deGoede |
|
| Greg Woodford |
|
| Tobias deGoede |
|
|
|
|
|
|
|
| /s/ Kasia Musiatewicz |
|
| /s/ Erik Von Herbulis |
|
| Kasia Musiatewicz |
|
| Eric Von Herbulis |
|
|
|
|
|
|
|
| /s/ Michael Schrom |
|
| /s/ Craig Didier |
|
| Michael Schrom |
|
| Craig Didier |
|
|
|
|
|
|
|
| /s/ Charles Wu |
|
| /s/ Cameron Baldwin |
|
| Charles Wu |
|
| Cameron Baldwin |
|
|
|
|
|
|
|
| /s/ Billy Ni |
|
| /s/ Candace Centeno |
|
| Billy Ni |
|
| Candace Centeno for |
|
|
|
|
| Illinois Kindness Three, LLC |
|
| 9 |
SCHEDULE “A”
SELLING MEMBERS OF SUSTAINABLE PROPERTIES, LLC
| Member |
| SP |
|
| % |
|
| GAMG for SP |
| |||
| Perros Malos, LLC |
|
| 210,986 |
|
|
| 21.10 | % |
|
| 2,109,861 |
|
| Candle Holding Co., LLC |
|
| 210,986 |
|
|
| 21.10 | % |
|
| 2,109,861 |
|
| Illinois Kindness Three, LLC |
|
| 85,000 |
|
|
| 8.50 | % |
|
| 850,000 |
|
| Emily Newbury |
|
| 64,030 |
|
|
| 6.40 | % |
|
| 640,300 |
|
| Charles Voss, Jr. |
|
| 38,250 |
|
|
| 3.83 | % |
|
| 382,500 |
|
| Josh Gillan |
|
| 140,657 |
|
|
| 14.07 | % |
|
| 1,406,574 |
|
| Frank Sacco Revocable Trust |
|
| 15,846 |
|
|
| 1.58 | % |
|
| 158,456 |
|
| Digital Trust LLC, FBO Pati Strehl, IRA a/c #6000700 |
|
| 10,000 |
|
|
| 1.00 | % |
|
| 100,000 |
|
| Mark Strehl |
|
| 10,000 |
|
|
| 1.00 | % |
|
| 100,000 |
|
| Imran Mirza |
|
| 8,125 |
|
|
| 0.81 | % |
|
| 81,250 |
|
| David Nissman |
|
| 7,500 |
|
|
| 0.75 | % |
|
| 75,000 |
|
| Kristine Carlson Trust |
|
| 12,500 |
|
|
| 1.25 | % |
|
| 125,000 |
|
| Blomquist Irrevocable Trust |
|
| 140,657 |
|
|
| 14.07 | % |
|
| 1,406,574 |
|
| Estate of Edward Wayne, Chris Wayne |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 50,000 |
|
| Estate of Edward Wayne, Nick Wayne |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 50,000 |
|
| David Wuebben |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 50,000 |
|
| Miroslaw Niemiec |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 50,000 |
|
| Parin Shah |
|
| 787 |
|
|
| 0.08 | % |
|
| 7,874 |
|
| Omar Dia |
|
| 4,375 |
|
|
| 0.44 | % |
|
| 43,750 |
|
| Taylor Strehl |
|
| 4,100 |
|
|
| 0.41 | % |
|
| 41,000 |
|
| David Dimke |
|
| 3,750 |
|
|
| 0.38 | % |
|
| 37,500 |
|
| Brandon Newbury |
|
| 2,720 |
|
|
| 0.27 | % |
|
| 27,200 |
|
| Greg Woodford |
|
| 2,500 |
|
|
| 0.25 | % |
|
| 25,000 |
|
| Tobias deGoede |
|
| 2,000 |
|
|
| 0.20 | % |
|
| 20,000 |
|
| Kasia Musiatewicz |
|
| 2,300 |
|
|
| 0.23 | % |
|
| 23,000 |
|
| Eric Von Herbulis |
|
| 700 |
|
|
| 0.07 | % |
|
| 7,000 |
|
| Michael Schrom |
|
| 500 |
|
|
| 0.05 | % |
|
| 5,000 |
|
| Craig Didier |
|
| 500 |
|
|
| 0.05 | % |
|
| 5,000 |
|
| Charles Wu |
|
| 500 |
|
|
| 0.05 | % |
|
| 5,000 |
|
| Cameron Baldwin |
|
| 280 |
|
|
| 0.03 | % |
|
| 2,800 |
|
| P. Rose Schlickman |
|
| 250 |
|
|
| 0.03 | % |
|
| 2,500 |
|
| Billy Ni |
|
| 200 |
|
|
| 0.02 | % |
|
| 2,000 |
|
| TOTAL |
|
| 1,000,000 |
|
|
| 100.00 | % |
|
| 10,000,000 |
|
| 10 |
EXHIBIT 10.3
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of the 9th day of March, 2026, by and between GLOBAL ASSET MANAGEMENT GROUP, INC., a Wyoming corporation (“GAMG”), and SUSTAINABLE TRANSPORTER #1, LLC, an Illinois limited liability company (“ST1”). In consideration of the premises and the mutual terms and provisions set forth in this Agreement, the parties hereto agree as follows:
ARTICLE ONE
ACQUISITION AND EXCHANGE OF SHARES
Section 1.1. Acquisition of ST1 Units. Subject to the terms and conditions hereof, on the Closing Date (as hereinafter defined), ST1 agrees to assign, transfer, deliver and convey unto GAMG, and GAMG agrees to acquire from ST1: 100 Units of ST1 as set forth in Schedule A, representing 100% of the issued and outstanding membership Units of ST1.
Section 1.2. Exchange of Shares: Nomination and Endorsement Agreement
|
| (a) | In exchange for the transfer of the ST1 Units, on the Closing Date, GAMG agrees to issue to the Selling Members of ST1 (as set forth on Schedule “A” hereto), subject to the terms and conditions hereof, one hundred sixty-six thousand, six hundred sixty-seven (166,667) Shares of GAMG Common Stock. When exchanged, the Shares issued to the Selling Members hereunder shall be duly authorized and validly issued, fully paid and non-assessable, and not issued in violation of any preemptive rights. |
|
| (b) | The Shares of GAMG Common Stock issued to the Selling Members in connection herewith (the “Common Shares”) shall, once issued, have the same dividend rights, conversion rights, voting powers, preferences, priorities and other special rights and powers as all other issued and outstanding Shares of GAMG Common Stock. |
Section 1.3. Exchange Procedures: Surrender of Certificates. On the Closing Date, ST1 shall surrender to GAMG, or its duly authorized designee, possession of all certificates representing the ST1 Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the ST1 Units to GAMG. Thereupon. GAMG shall issue, in the name of the Selling Members, or its designees as set forth in Schedule B, certificates representing the Common Shares of GAMG.
Section 1.4. The Closing. The closing of the transactions contemplated hereunder (the “Closing”) shall take place at GAMG’s principal executive office on or before March 9, 2026, or at such other date, time or place upon which the parties may mutually agree (the “Closing Date”).
Section 1.5. Actions At Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others:
|
| (a) | ST1 shall deliver the following documents to GAMG: |
|
| 1. | A certificate signed by an authorized officer of ST1 stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; |
| 1 |
|
| 2. | A copy of the resolutions duly adopted by the Board of Directors and stockholders of ST1 authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the Secretary of ST1; and |
|
| 3. | Certificates representing the Units registered in the name of GAMG. |
|
| (b) | GAMG shall deliver the following documents to ST1: |
|
| 1. | A certificate signed by an authorized officer of GAMG stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; |
|
| 2. | A copy of the resolutions duly adopted by the Board of Directors of GAMG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the Secretary of GAMG; |
|
| 3. | The certificates representing the GAMG Shares, issued in the names of the Selling Members as their interests appear in Exhibit “A” annexed hereto. |
ARTICLE TWO
REPRESENTATIONS AND WARRANTIES OF ST1
Section 2.1. Corporate Organization and Capital Stock.
|
| (a) | ST1 is a limited liability company duly organized, validly existing and in good standing under the law of the State of Illinois with full power and authority to carry on its business as now being conducted. |
|
| (b) | As of the date hereof, 100 Units of ST1 are issued and outstanding. All of the issued and outstanding Units of ST1 are duly and validly issued and outstanding and are fully paid and non-assessable. None of the outstanding Units of ST1 have been issued in violation of any preemptive rights of the current or past members of ST1. |
|
| (c) | The Units that are to be issued to GAMG hereunder, when so issued in accordance with the terms of this Agreement, will be validly issued and outstanding, fully paid and non-assessable. |
Section 2.2. Authorization. On the Closing Date, (i) there will be no provision in ST1’s Articles of Organization or in its Operating Agreement, as amended, which prohibits or limits ST1's ability to consummate the transactions contemplated hereby, (ii) ST1 shall have the right, power and authority to enter into this Agreement and to consummate all of the transactions and fulfill all of the obligations contemplated hereby and (iii) the execution and delivery of this Agreement and the due consummation by ST1 of the transactions contemplated hereby will have been duly authorized by all necessary corporate action of the Managers and Members of ST1. This Agreement constitutes a legal, valid and binding agreement of ST1 enforceable against ST1 in accordance with its terms.
| 2 |
Section 2.3. No Conflict or Violation. Subject to the fulfillment of all of the conditions set forth in Article Five hereof, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby in accordance herewith, nor compliance by ST1 with any of the provisions hereof will result in, as of the Closing Date: (i) a violation of or a conflict with any provision of ST1’s Articles of Organization or Operating Agreement, as amended, (ii) a breach of or default under any term, condition or provision of any obligation, agreement or undertaking, whether oral or written to which ST1 is a party, or an event which, with the giving of notice, lapse of time, or both, would result in any such breach, (iii) a violation of any applicable law, rule, regulation, order, decree or other requirement having the force of law, or order, judgment, writ, injunction, decree or award, or an event which, with the giving of notice, lapse of time, or both, would result in any such violation, or (iv) any person having the right to enjoin, rescind or otherwise prevent or impede the transactions contemplated hereby or to obtain damages from ST1 or to obtain any other judicial or administrative relief as a result of any transaction carried out in accordance with the provisions of this Agreement.
Section 2.4. Litigation and Proceedings. There is no action, suit, proceeding or investigation pending or, to the knowledge of ST1, threatened which challenges the validity of this Agreement or the transactions contemplated hereby, or otherwise seeks to prevent, directly or indirectly the consummation of such transactions.
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES OF GAMG
Section 3.1. Corporate Organization. GAMG is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming with full power and authority to carry on its business as it is now being conducted.,
Section 3.2. Authorization. GAMG has full right, power and authority to enter into this Agreement and to consummate or cause to be consummated all of the transactions and to fulfill all of the obligations contemplated hereby The execution and delivery of this Agreement and the due consummation by GAMG of the transactions contemplated hereby have been duly authorized by all necessary corporate action of the Board of Directors of GAMG. This Agreement constitutes a legal, valid and binding agreement of GAMG enforceable against GAMG in accordance with its terms.
Section 3.3. No Conflict or Violation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby nor compliance by GAMG with any of the provisions hereof will result in: (i) a violation of or a conflict with any provision of the Articles of Incorporation or By-Laws of GAMG (ii) a breach of or default under any term, condition or provision of any obligation, agreement or undertaking, whether oral or written to which GAMG is a party, or an event which, with the giving of notice, lapse of time, or both, would result in any such breach, (iii) a violation of any applicable law, rule, regulation, order, decree or other requirement having the force of law, or order, judgment, writ, injunction, decree or award, or an event which, with the giving of notice, lapse of time, or both, would result in any such violation, or (iv) any person having the right to enjoin, rescind or otherwise prevent or impede the transactions contemplated hereby or to obtain damages from GAMG or to obtain any other judicial or administrative relief as a result of any transaction carried out in accordance with the provisions of this Agreement.
| 3 |
Section 3.4. Litigation and Proceedings. There is no action, suit, proceeding or investigation pending or, to the knowledge of GAMG, threatened which challenges the validity of this Agreement or the transactions contemplated hereby, or otherwise seeks to prevent, directly or indirectly, the consummation of such transactions.
Section 3.5. Free and Clear Shares. The GAMG Shares, when issued, will be free and clear of any claims, lien, charges, encumbrances or other restrictions or commitments of any nature whatsoever.
ARTICLE FOUR
AGREEMENTS OF PARTIES
Section 4.1. Agreements of GAMG.
|
| (a) | GAMG shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations, warranties or agreements contained or referred to herein, give prompt written notice thereof to ST1 and use reasonable efforts to prevent or promptly remedy the same. |
|
| (b) | GAMG shall use reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the exchange contemplated hereby in accordance with the terms and conditions hereof. |
Section 4.2. Agreements of ST1.
|
| (a) | ST1 shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations, warranties or agreements contained or referred to herein, give prompt written notice thereof to GAMG and use reasonable efforts to prevent or promptly remedy the same. |
|
| (b) | ST1 shall use reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the exchange contemplated hereby in accordance with the terms and conditions hereof. |
ARTICLE FIVE
CONDITIONS PRECEDENT TO THE EXCHANGE
Section 5.1. Conditions to the Obligations of GAMG. GAMG's obligations to effect the exchange shall be subject to the satisfaction (or waiver by ST1) of the following conditions prior to or on the Closing Date:
|
| (a) | The representations and warranties made by GAMG in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date; |
| 4 |
|
| (b) | ST1 shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement; |
|
| (c) | No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect, nor shall any proceeding by any authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the exchange which makes the consummation of the exchange illegal; and |
|
| (d) | All necessary approvals, consents and authorizations required by law for consummation of the exchange including, without limitation, the approval by the Managers of ST1 shall have been obtained. |
|
| (e) | GAMG shall have received all executed documents required to be received from ST1 on or prior to the Closing Date; all in form and substance reasonably satisfactory to GAMG. |
Section 5.2. Conditions to the Obligations of ST1. ST1’s obligations to effect the exchange shall be subject to the satisfaction (or waiver by GAMG) of the following conditions prior to or on the Closing Date:
|
| (a) | The representatives and warranties made by GAMG in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date; |
|
| (b) | GAMG shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement; |
|
| (c) | No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect, nor shall any proceeding by any authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the exchange which makes the consummation of the exchange illegal; and |
|
| (d) | All necessary approvals, consents and authorizations required by law for consummation of the exchange including, without limitation, approval by the Board of Directors and Shareholders of GAMG or before the Closing Date shall have been obtained. |
|
| (e) | ST1 shall have received all executed documents required to be received from GAMG on or prior to the Closing Date; all in form and substance reasonably satisfactory to ST1. |
| 5 |
ARTICLE SIX
TERMINATION OR ABANDONMENT
Section 6.1. Mutual Agreement. This Agreement may be terminated by the mutual written consent of the parties at any time prior to the Closing Date, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previously obtained.
Section 6.2. Breach of Agreements. In the event there is a material breach in any of the representations and warranties or agreements of ST1 or GAMG, which breach is not cured within thirty (30) days after notice to cure such breach is given by the non-breaching party, then the non- breaching party, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previous obtained, may terminate and cancel this Agreement by providing written notice of such action to the other party hereto.
Section 6.3. Failure of Conditions. In the event any of the conditions to the obligations of either party are not satisfied or waived as specified in Article Five hereof, and if any applicable cure period provided in Section 6.2 hereof has lapsed, then the party for whose benefit such conditions were imposed may, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previously obtained, terminate and cancel this Agreement by delivery of written notice of such action to the other party on such date.
ARTICLE SEVEN
MISCELLANEOUS PROVISIONS
Section 7.1. Notices. Any notice or other communication shall be in writing and shall be deemed to have been given or made on the date of delivery in the case of hand delivery, or three (3) business days after deposit in the United States Registered Mail, postage prepaid, or upon receipt if transmitted by facsimile telecopy or any other means, addressed (in any case) as follows:
|
| (a) | if to GAMG: |
|
|
|
|
|
|
| Global Asset Management Group, Inc. 51 Monroe Street, Suite 1505 Rockville, MD Attention: Mr. Richard Balles
with a copy to: Global Asset Management Group, Inc. 6755 Weaver Road, Suite J Rockford, IL 61114 Attention: Erik Carlson |
|
|
|
|
|
| (b) | if to ST1: |
|
|
|
|
|
|
| Sustainable Transporter #1, LLC 6755 Weaver Road, Ste. J Rockford, IL 61114 Attention: Erik Carlson
with copies to: _________________________ |
or to such other address as any party may from time to time designate by notice to the others.
| 6 |
Section 7.2. Liabilities. In the event that this Agreement is terminated pursuant to the provisions of Section 6.2 or Section 6.3 hereof on account of a breach of any of the representations and warranties set forth herein or any breach of any of the agreements set forth herein or any failure of conditions precedent to the exchange herein contained, then the non-breaching party or the party for whose benefit such conditions were imposed shall be entitled to recover appropriate damages from the breaching party; provided, however, that notwithstanding the foregoing. In the event this Agreement is terminated by reason of a failure of a condition precedent set forth in Sections 5.1(c) or (d), or Sections 5.2(c) or (d), no party hereto shall have any liability to any other party for costs, expenses, damages or otherwise.
Section 7.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and cancels any and all prior discussions, negotiations, undertakings and agreements between the parties relating to the subject matter hereof.
Section 7.4. Headings and Captions. The captions of Articles and Sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.
Section 7.5. Waiver. Amendment or Modification. The conditions of this Agreement which may be waived may only be waived by notice to the other party waiving such condition. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. This Agreement may not be amended or modified except by a written document duly executed by the parties hereto.
Section 7.6. Rules of Construction. Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles; (c) “or” is not exclusive; and (d) words in the singular may include the plural and in the plural include the singular.
Section 7.7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument.
Section 7.8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, successors and assigns, including any successor by merger, reorganization or acquisition of substantially all the assets of a party hereto. There shall be no third party beneficiaries hereof.
Section 7.9. Governing Law; Assignment. This Agreement shall be governed by the law of the State of Wyoming. This Agreement may not be assigned by either of the parties hereto.
Section 7.10. Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction is, as to such jurisdiction, ineffective to the extent of any such prohibition, unenforceability or no authorization without invalidating the remaining provisions hereof, or affecting the validity enforceability or legality of such provision in any other jurisdiction, unless the ineffectiveness of such provision would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable. ·
| 7 |
IN WITNESS WHEREOF, the undersigned have set their hand on the date first above written.
| GLOBAL ASSET MANAGEMENT GROUP, INC. |
| |
|
|
|
|
| By: | /s/ Rich Balles |
|
|
| Rich Balles, CEO |
|
|
| Global Asset Management Group, Inc. |
|
|
|
|
|
| SUSTAINABLE TRANSPORTER #1, LLC |
| |
|
|
|
|
| By: | /s/ Erik Carlson |
|
|
| Erik Carlson, Manager |
|
|
| Sustainable Transporter #1, LLC |
|
|
|
|
|
| SELLING MEMBER: |
| |
|
|
|
|
| By: | /s/ John Murray |
|
|
| John Murray, President |
|
|
| Sustainable Innovations, Inc. |
|
| 8 |
SCHEDULE “A”
SELLING MEMBERS OF SUSTAINABLE TRANSPORTER #1, LLC
| Member |
| ST1 Units |
|
| % Ownership |
| ||
| Sustainable Innovations, Inc. |
|
| 100 |
|
|
| 100.0 | % |
| TOTAL |
|
| 100 |
|
|
| 100.0 | % |
| 9 |
SCHEDULE “B”
DESIGNEES OF SUSTAINABLE INNOVATIONS, INC.
| Member |
| SI shares |
|
| % |
|
| GAMG for ST1 |
| |||
| Little Ones, LLC |
|
| 542,175 |
|
|
| 54.22 | % |
|
| 90,363 |
|
| Candle Holding Co., LLC |
|
| 91,309 |
|
|
| 9.13 | % |
|
| 15,218 |
|
| Illinois Kindness Three, LLC |
|
| 85,000 |
|
|
| 8.50 | % |
|
| 14,167 |
|
| Emily Newbury |
|
| 64,030 |
|
|
| 6.40 | % |
|
| 10,672 |
|
| Charles Voss, Jr. |
|
| 38,250 |
|
|
| 3.83 | % |
|
| 6,375 |
|
| Josh Gillan |
|
| 34,893 |
|
|
| 3.49 | % |
|
| 5,816 |
|
| Frank Sacco Revocable Trust |
|
| 9,999 |
|
|
| 1.00 | % |
|
| 1,667 |
|
| Digital Trust LLC, FBO Pati Strehl, IRA a/c #6000700 |
|
| 9,999 |
|
|
| 1.00 | % |
|
| 1,667 |
|
| Mark Strehl |
|
| 9,999 |
|
|
| 1.00 | % |
|
| 1,667 |
|
| Imran Mirza |
|
| 8,125 |
|
|
| 0.81 | % |
|
| 1,354 |
|
| David Nissman |
|
| 7,500 |
|
|
| 0.75 | % |
|
| 1,250 |
|
| Kristine Carlson Trust |
|
| 12,500 |
|
|
| 1.25 | % |
|
| 2,083 |
|
| Blomquist Irrevocable Trust |
|
| 10,000 |
|
|
| 1.00 | % |
|
| 1,667 |
|
| Estate of Edward Wayne, Chris Wayne |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 833 |
|
| Estate of Edward Wayne, Nick Wayne |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 833 |
|
| David Wuebben |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 833 |
|
| Miroslaw Niemiec |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 833 |
|
| Parin Shah |
|
| 6,634 |
|
|
| 0.66 | % |
|
| 1,106 |
|
| Omar Dia |
|
| 4,375 |
|
|
| 0.44 | % |
|
| 729 |
|
| Pale Moon Trust |
|
| 24,910 |
|
|
| 2.49 | % |
|
| 4,152 |
|
| Taylor Strehl |
|
| 4,102 |
|
|
| 0.41 | % |
|
| 684 |
|
| David Dimke |
|
| 3,750 |
|
|
| 0.38 | % |
|
| 625 |
|
| Brandon Newbury |
|
| 2,720 |
|
|
| 0.27 | % |
|
| 453 |
|
| Greg Woodford |
|
| 2,500 |
|
|
| 0.25 | % |
|
| 417 |
|
| Tobias deGoede |
|
| 2,300 |
|
|
| 0.23 | % |
|
| 383 |
|
| Kasia Musiatewicz |
|
| 2,000 |
|
|
| 0.20 | % |
|
| 333 |
|
| Eric Von Herbulis |
|
| 700 |
|
|
| 0.07 | % |
|
| 117 |
|
| Michael Schrom |
|
| 500 |
|
|
| 0.05 | % |
|
| 83 |
|
| Craig Didier |
|
| 500 |
|
|
| 0.05 | % |
|
| 83 |
|
| Charles Wu |
|
| 500 |
|
|
| 0.05 | % |
|
| 83 |
|
| Cameron Baldwin |
|
| 280 |
|
|
| 0.03 | % |
|
| 47 |
|
| P. Rose Schlickman |
|
| 250 |
|
|
| 0.03 | % |
|
| 42 |
|
| Billy Ni |
|
| 200 |
|
|
| 0.02 | % |
|
| 33 |
|
| TOTAL |
|
| 1,000,000 |
|
|
| 100.00 | % |
|
| 166,667 |
|
| 10 |
EXHIBIT 10.4
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of the 9th day of March, 2026, by and between GLOBAL ASSET MANAGEMENT GROUP, INC., a Wyoming corporation ("GAMG"), and SUSTAINABLE TRANSPORTER #2, LLC, an Illinois limited liability company ("ST2"). In consideration of the premises and the mutual terms and provisions set forth in this Agreement, the parties hereto agree as follows:
ARTICLE ONE
ACQUISITION AND EXCHANGE OF SHARES
Section 1.1. Acquisition of ST2 Units. Subject to the terms and conditions hereof, on the Closing Date (as hereinafter defined), ST2 agrees to assign, transfer, deliver and convey unto GAMG, and GAMG agrees to acquire from ST2: 100 Units of ST2 as set forth in Schedule A, representing 100% of the issued and outstanding membership Units of ST2.
Section 1.2. Exchange of Shares: Nomination and Endorsement Agreement
|
| (a) | In exchange for the transfer of the ST2 Units, on the Closing Date, GAMG agrees to issue to the Selling Members of ST2 (as set forth on Schedule “A” hereto), subject to the terms and conditions hereof, one million, six hundred sixty-six thousand, six hundred sixty-seven (1,666,667) Shares of GAMG Common Stock. When exchanged, the Shares issued to the Selling Members hereunder shall be duly authorized and validly issued, fully paid and non-assessable, and not issued in violation of any preemptive rights. |
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| (b) | The Shares of GAMG Common Stock issued to the Selling Members in connection herewith (the "Common Shares") shall, once issued, have the same dividend rights, conversion rights, voting powers, preferences, priorities and other special rights and powers as all other issued and outstanding Shares of GAMG Common Stock. |
Section 1.3. Exchange Procedures: Surrender of Certificates. On the Closing Date, ST2 shall surrender to GAMG, or its duly authorized designee, possession of all certificates representing the ST2 Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the ST2 Units to GAMG. Thereupon. GAMG shall issue, in the name of the Selling Members, or its designees as set forth in Schedule B, certificates representing the Common Shares of GAMG.
Section 1.4. The Closing. The closing of the transactions contemplated hereunder (the "Closing") shall take place at GAMG’s principal executive office on or before March 9, 2026, or at such other date, time or place upon which the parties may mutually agree (the "Closing Date").
Section 1.5. Actions At Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others:
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| (a) | ST2 shall deliver the following documents to GAMG: |
|
| 1. | A certificate signed by an authorized officer of ST2 stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; |
| 1 |
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| 2. | A copy of the resolutions duly adopted by the Board of Directors and stockholders of ST2 authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the Secretary of ST2; and |
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| 3. | Certificates representing the Units registered in the name of GAMG. |
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| (b) | GAMG shall deliver the following documents to ST2: |
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| 1. | A certificate signed by an authorized officer of GAMG stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; |
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| 2. | A copy of the resolutions duly adopted by the Board of Directors of GAMG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the Secretary of GAMG; |
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| 3. | The certificates representing the GAMG Shares, issued in the names of the Selling Members as their interests appear in Exhibit “A” annexed hereto. |
ARTICLE TWO
REPRESENTATIONS AND WARRANTIES OF ST2
Section 2.1. Organization and Membership Interests.
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| (a) | ST2 is a limited liability company duly organized, validly existing and in good standing under the law of the State of Illinois with full power and authority to carry on its business as now being conducted. |
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| (b) | As of the date hereof, 100 Units of ST2 are issued and outstanding. All of the issued and outstanding Units of ST2 are duly and validly issued and outstanding and are fully paid and non-assessable. None of the outstanding Units of ST2 have been issued in violation of any preemptive rights of the current or past members of ST2. |
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| (c) | The Units that are to be issued to GAMG hereunder, when so issued in accordance with the terms of this Agreement, will be validly issued and outstanding, fully paid and non-assessable. |
Section 2.2. Authorization. On the Closing Date, (i) there will be no provision in ST2’s Articles of Organization or in its Operating Agreement, as amended, which prohibits or limits ST2's ability to consummate the transactions contemplated hereby, (ii) ST2 shall have the right, power and authority to enter into this Agreement and to consummate all of the transactions and fulfill all of the obligations contemplated hereby and (iii) the execution and delivery of this Agreement and the due consummation by ST2 of the transactions contemplated hereby will have been duly authorized by all necessary corporate action of the Managers and Members of ST2. This Agreement constitutes a legal, valid and binding agreement of ST2 enforceable against ST2 in accordance with its terms.
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Section 2.3. No Conflict or Violation. Subject to the fulfillment of all of the conditions set forth in Article Five hereof, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby in accordance herewith, nor compliance by ST2 with any of the provisions hereof will result in, as of the Closing Date: (i) a violation of or a conflict with any provision of ST2’s Articles of Organization or Operating Agreement, as amended, (ii) a breach of or default under any term, condition or provision of any obligation, agreement or undertaking, whether oral or written to which ST2 is a party, or an event which, with the giving of notice, lapse of time, or both, would result in any such breach, (iii) a violation of any applicable law, rule, regulation, order, decree or other requirement having the force of law, or order, judgment, writ, injunction, decree or award, or an event which, with the giving of notice, lapse of time, or both, would result in any such violation, or (iv) any person having the right to enjoin, rescind or otherwise prevent or impede the transactions contemplated hereby or to obtain damages from ST2 or to obtain any other judicial or administrative relief as a result of any transaction carried out in accordance with the provisions of this Agreement.
Section 2.4. Litigation and Proceedings. There is no action, suit, proceeding or investigation pending or, to the knowledge of ST2, threatened which challenges the validity of this Agreement or the transactions contemplated hereby, or otherwise seeks to prevent, directly or indirectly the consummation of such transactions.
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES OF GAMG
Section 3.1. Corporate Organization. GAMG is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming with full power and authority to carry on its business as it is now being conducted.,
Section 3.2. Authorization. GAMG has full right, power and authority to enter into this Agreement and to consummate or cause to be consummated all of the transactions and to fulfill all of the obligations contemplated hereby The execution and delivery of this Agreement and the due consummation by GAMG of the transactions contemplated hereby have been duly authorized by all necessary corporate action of the Board of Directors of GAMG. This Agreement constitutes a legal, valid and binding agreement of GAMG enforceable against GAMG in accordance with its terms.
Section 3.3. No Conflict or Violation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby nor compliance by GAMG with any of the provisions hereof will result in: (i) a violation of or a conflict with any provision of the Articles of Incorporation or By-Laws of GAMG (ii) a breach of or default under any term, condition or provision of any obligation, agreement or undertaking, whether oral or written to which GAMG is a party, or an event which, with the giving of notice, lapse of time, or both, would result in any such breach, (iii) a violation of any applicable law, rule, regulation, order, decree or other requirement having the force of law, or order, judgment, writ, injunction, decree or award, or an event which, with the giving of notice, lapse of time, or both, would result in any such violation, or (iv) any person having the right to enjoin, rescind or otherwise prevent or impede the transactions contemplated hereby or to obtain damages from GAMG or to obtain any other judicial or administrative relief as a result of any transaction carried out in accordance with the provisions of this Agreement.
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Section 3.4. Litigation and Proceedings. There is no action, suit, proceeding or investigation pending or, to the knowledge of GAMG, threatened which challenges the validity of this Agreement or the transactions contemplated hereby, or otherwise seeks to prevent, directly or indirectly, the consummation of such transactions.
Section 3.5. Free and Clear Shares. The GAMG Shares, when issued, will be free and clear of any claims, lien, charges, encumbrances or other restrictions or commitments of any nature whatsoever.
ARTICLE FOUR
AGREEMENTS OF PARTIES
Section 4.1. Agreements of GAMG.
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| (a) | GAMG shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations, warranties or agreements contained or referred to herein, give prompt written notice thereof to ST2 and use reasonable efforts to prevent or promptly remedy the same. |
|
| (b) | GAMG shall use reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the exchange contemplated hereby in accordance with the terms and conditions hereof. |
Section 4.2. Agreements of ST2.
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| (a) | ST2 shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations, warranties or agreements contained or referred to herein, give prompt written notice thereof to GAMG and use reasonable efforts to prevent or promptly remedy the same. |
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| (b) | ST2 shall use reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the exchange contemplated hereby in accordance with the terms and conditions hereof. |
ARTICLE FIVE
CONDITIONS PRECEDENT TO THE EXCHANGE
Section 5.1. Conditions to the Obligations of GAMG. GAMG's obligations to effect the exchange shall be subject to the satisfaction (or waiver by ST2) of the following conditions prior to or on the Closing Date:
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| (a) | The representations and warranties made by GAMG in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date; |
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| (b) | ST2 shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement; |
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| (c) | No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect, nor shall any proceeding by any authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the exchange which makes the consummation of the exchange illegal; and |
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| (d) | All necessary approvals, consents and authorizations required by law for consummation of the exchange including, without limitation, the approval by the Managers of ST2 shall have been obtained. |
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| (e) | GAMG shall have received all executed documents required to be received from ST2 on or prior to the Closing Date; all in form and substance reasonably satisfactory to GAMG. |
Section 5.2. Conditions to the Obligations of ST2. ST2’s obligations to effect the exchange shall be subject to the satisfaction (or waiver by GAMG) of the following conditions prior to or on the Closing Date:
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| (a) | The representatives and warranties made by GAMG in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date; |
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| (b) | GAMG shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement; |
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| (c) | No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect, nor shall any proceeding by any authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the exchange which makes the consummation of the exchange illegal; and |
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| (d) | All necessary approvals, consents and authorizations required by law for consummation of the exchange including, without limitation, approval by the Board of Directors and Shareholders of GAMG or before the Closing Date shall have been obtained. |
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| (e) | ST2 shall have received all executed documents required to be received from GAMG on or prior to the Closing Date; all in form and substance reasonably satisfactory to ST2. |
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ARTICLE SIX
TERMINATION OR ABANDONMENT
Section 6.1. Mutual Agreement. This Agreement may be terminated by the mutual written consent of the parties at any time prior to the Closing Date, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previously obtained.
Section 6.2. Breach of Agreements. In the event there is a material breach in any of the representations and warranties or agreements of ST2 or GAMG, which breach is not cured within thirty (30) days after notice to cure such breach is given by the non-breaching party, then the non- breaching party, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previous obtained, may terminate and cancel this Agreement by providing written notice of such action to the other party hereto.
Section 6.3. Failure of Conditions. In the event any of the conditions to the obligations of either party are not satisfied or waived as specified in Article Five hereof, and if any applicable cure period provided in Section 6.2 hereof has lapsed, then the party for whose benefit such conditions were imposed may, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previously obtained, terminate and cancel this Agreement by delivery of written notice of such action to the other party on such date.
ARTICLE SEVEN
MISCELLANEOUS PROVISIONS
Section 7.1. Notices. Any notice or other communication shall be in writing and shall be deemed to have been given or made on the date of delivery in the case of hand delivery, or three (3) business days after deposit in the United States Registered Mail, postage prepaid, or upon receipt if transmitted by facsimile telecopy or any other means, addressed (in any case) as follows:
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| (a) | if to GAMG: |
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|
|
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| Global Asset Management Group, Inc. 51 Monroe Street, Suite 1505 Rockville, MD Attention: Mr. Richard Balles
with a copy to: Global Asset Management Group, Inc. 6755 Weaver Road, Suite J Rockford, IL 61114 Attention: Erik Carlson |
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|
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| (b) | if to ST2: |
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| Sustainable Transporter #2, LLC 6755 Weaver Road, Ste. J Rockford, IL 61114 Attention: Erik Carlson
with copies to: _____________________ |
or to such other address as any party may from time to time designate by notice to the others.
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Section 7.2. Liabilities. In the event that this Agreement is terminated pursuant to the provisions of Section 6.2 or Section 6.3 hereof on account of a breach of any of the representations and warranties set forth herein or any breach of any of the agreements set forth herein or any failure of conditions precedent to the exchange herein contained, then the non-breaching party or the party for whose benefit such conditions were imposed shall be entitled to recover appropriate damages from the breaching party; provided, however, that notwithstanding the foregoing. In the event this Agreement is terminated by reason of a failure of a condition precedent set forth in Sections 5.1(c) or (d), or Sections 5.2(c) or (d), no party hereto shall have any liability to any other party for costs, expenses, damages or otherwise.
Section 7.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and cancels any and all prior discussions, negotiations, undertakings and agreements between the parties relating to the subject matter hereof.
Section 7.4. Headings and Captions. The captions of Articles and Sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.
Section 7.5. Waiver. Amendment or Modification. The conditions of this Agreement which may be waived may only be waived by notice to the other party waiving such condition. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. This Agreement may not be amended or modified except by a written document duly executed by the parties hereto.
Section 7.6. Rules of Construction. Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles; (c) "or" is not exclusive; and (d) words in the singular may include the plural and in the plural include the singular.
Section 7.7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument.
Section 7.8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, successors and assigns, including any successor by merger, reorganization or acquisition of substantially all the assets of a party hereto. There shall be no third party beneficiaries hereof.
Section 7.9. Governing Law; Assignment. This Agreement shall be governed by the law of the State of Wyoming. This Agreement may not be assigned by either of the parties hereto.
Section 7.10. Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction is, as to such jurisdiction, ineffective to the extent of any such prohibition, unenforceability or no authorization without invalidating the remaining provisions hereof, or affecting the validity enforceability or legality of such provision in any other jurisdiction, unless the ineffectiveness of such provision would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable .
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IN WITNESS WHEREOF, the undersigned have set their hand on the date first above written.
| GLOBAL ASSET MANAGEMENT GROUP, INC. |
| |
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|
|
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| By: | /s/ Rich Balles |
|
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| Rich Balles, CEO |
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| Global Asset Management Group, Inc. |
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|
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| SUSTAINABLE TRANSPORTER #2, LLC |
| |
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|
| |
| By: | /s/ Erik Carlson |
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| Erik Carlson, Manager |
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| Sustainable Transporter #2, LLC |
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| SELLING MEMBER: |
| |
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| By: | /s/ John Murray |
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| John Murray, President |
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| Sustainable Innovations, Inc. |
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SCHEDULE “A”
SELLING MEMBERS OF SUSTAINABLE TRANSPORTER #2, LLC
| Member |
| ST2 Units |
|
| % Ownership |
| ||
| Sustainable Innovations, Inc. |
|
| 100 |
|
|
| 100.0 | % |
| TOTAL |
|
| 100 |
|
|
| 100.0 | % |
| 9 |
SCHEDULE “B”
DESIGNEES OF SUSTAINABLE INNOVATIONS, INC.
| Member |
| SI shares |
|
| % |
|
| GAMG for ST2 |
| |||
| Little Ones, LLC |
|
| 542,175 |
|
|
| 54.22 | % |
|
| 903,625 |
|
| Candle Holding Co., LLC |
|
| 91,309 |
|
|
| 9.13 | % |
|
| 152,182 |
|
| Illinois Kindness Three, LLC |
|
| 85,000 |
|
|
| 8.50 | % |
|
| 141,667 |
|
| Emily Newbury |
|
| 64,030 |
|
|
| 6.40 | % |
|
| 106,717 |
|
| Charles Voss, Jr. |
|
| 38,250 |
|
|
| 3.83 | % |
|
| 63,750 |
|
| Josh Gillan |
|
| 34,893 |
|
|
| 3.49 | % |
|
| 58,155 |
|
| Frank Sacco Revocable Trust |
|
| 9,999 |
|
|
| 1.00 | % |
|
| 16,665 |
|
| Digital Trust LLC, FBO Pati Strehl, IRA a/c #6000700 |
|
| 9,999 |
|
|
| 1.00 | % |
|
| 16,665 |
|
| Mark Strehl |
|
| 9,999 |
|
|
| 1.00 | % |
|
| 16,665 |
|
| Imran Mirza |
|
| 8,125 |
|
|
| 0.81 | % |
|
| 13,542 |
|
| David Nissman |
|
| 7,500 |
|
|
| 0.75 | % |
|
| 12,500 |
|
| Kristine Carlson Trust |
|
| 12,500 |
|
|
| 1.25 | % |
|
| 20,833 |
|
| Blomquist Irrevocable Trust |
|
| 10,000 |
|
|
| 1.00 | % |
|
| 16,667 |
|
| Estate of Edward Wayne, Chris Wayne |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 8,333 |
|
| Estate of Edward Wayne, Nick Wayne |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 8,333 |
|
| David Wuebben |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 8,333 |
|
| Miroslaw Niemiec |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 8,333 |
|
| Parin Shah |
|
| 6,634 |
|
|
| 0.66 | % |
|
| 11,057 |
|
| Omar Dia |
|
| 4,375 |
|
|
| 0.44 | % |
|
| 7,292 |
|
| Pale Moon Trust |
|
| 24,910 |
|
|
| 2.49 | % |
|
| 41,517 |
|
| Taylor Strehl |
|
| 4,102 |
|
|
| 0.41 | % |
|
| 6,837 |
|
| David Dimke |
|
| 3,750 |
|
|
| 0.38 | % |
|
| 6,250 |
|
| Brandon Newbury |
|
| 2,720 |
|
|
| 0.27 | % |
|
| 4,533 |
|
| Greg Woodford |
|
| 2,500 |
|
|
| 0.25 | % |
|
| 4,167 |
|
| Tobias deGoede |
|
| 2,300 |
|
|
| 0.23 | % |
|
| 3,833 |
|
| Kasia Musiatewicz |
|
| 2,000 |
|
|
| 0.20 | % |
|
| 3,333 |
|
| Eric Von Herbulis |
|
| 700 |
|
|
| 0.07 | % |
|
| 1,167 |
|
| Michael Schrom |
|
| 500 |
|
|
| 0.05 | % |
|
| 833 |
|
| Craig Didier |
|
| 500 |
|
|
| 0.05 | % |
|
| 833 |
|
| Charles Wu |
|
| 500 |
|
|
| 0.05 | % |
|
| 833 |
|
| Cameron Baldwin |
|
| 280 |
|
|
| 0.03 | % |
|
| 467 |
|
| P. Rose Schlickman |
|
| 250 |
|
|
| 0.03 | % |
|
| 417 |
|
| Billy Ni |
|
| 200 |
|
|
| 0.02 | % |
|
| 333 |
|
| TOTAL |
|
| 1,000,000 |
|
|
| 100.00 | % |
|
| 1,666,667 |
|
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EXHIBIT 10.5
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of the 9th day of March, 2026, by and between GLOBAL ASSET MANAGEMENT GROUP, INC., a Wyoming corporation (“GAMG”), and TMD VENTURES, LLC, a Pennsylvania limited liability company (“TMD”). In consideration of the premises and the mutual terms and provisions set forth in this Agreement, the parties hereto agree as follows:
ARTICLE ONE
ACQUISITION AND EXCHANGE OF SHARES
Section 1.1. Acquisition of TMD Units. Subject to the terms and conditions hereof, on the Closing Date (as hereinafter defined), TMD agrees to assign, transfer, deliver and convey unto GAMG, and GAMG agrees to acquire from TMD: 10,000 Units of TMD as set forth in Schedule A, representing 100% of the issued and outstanding membership Units of TMD.
Section 1.2. Exchange of Shares: Nomination and Endorsement Agreement
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| (a) | In exchange for the transfer of the TMD Units, on the Closing Date, GAMG agrees to issue to the Selling Members of TMD (as set forth on Schedule “A” hereto), subject to the terms and conditions hereof, thirteen million, two hundred eighty thousand, nine hundred and twenty-three (13,280,923) Shares of GAMG Common Stock. When exchanged, the Shares issued to the Selling Members hereunder shall be duly authorized and validly issued, fully paid and non-assessable, and not issued in violation of any preemptive rights. |
|
| (b) | The Shares of GAMG Common Stock issued to the Selling Members in connection herewith (the “Common Shares”) shall, once issued, have the same dividend rights, conversion rights, voting powers, preferences, priorities and other special rights and powers as all other issued and outstanding Shares of GAMG Common Stock. |
Section 1.3. Exchange Procedures: Surrender of Certificates. On the Closing Date, TMD shall surrender to GAMG, or its duly authorized designee, possession of all certificates representing the TMD Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the TMD Units to GAMG. Thereupon. GAMG shall issue, in the name of the Selling Members, or its designees as set forth in Schedule B, certificates representing the Common Shares of GAMG.
Section 1.4. The Closing. The closing of the transactions contemplated hereunder (the “Closing”) shall take place at GAMG’s principal executive office on or before March 9, 2026, or at such other date, time or place upon which the parties may mutually agree (the “Closing Date”).
Section 1.5. Actions At Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others:
|
| (a) | TMD shall deliver the following documents to GAMG: |
|
| 1. | A certificate signed by an authorized officer of TMD stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; |
| 1 |
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| 2. | A copy of the resolutions duly adopted by the Board of Directors and stockholders of TMD authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the Secretary of TMD; and |
|
| 3. | Certificates representing the Units registered in the name of GAMG. |
|
| (b) | GAMG shall deliver the following documents to TMD: |
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| 1. | A certificate signed by an authorized officer of GAMG stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; |
|
| 2. | A copy of the resolutions duly adopted by the Board of Directors of GAMG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the Secretary of GAMG; |
|
| 3. | The certificates representing the GAMG Shares, issued in the names of the Selling Members as their interests appear in Exhibit “A” annexed hereto. |
ARTICLE TWO
REPRESENTATIONS AND WARRANTIES OF TMD
Section 2.1. Organization and Membership Interests.
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| (a) | TMD is a limited liability company duly organized, validly existing and in good standing under the law of the Commonwealth of Pennsylvania with full power and authority to carry on its business as now being conducted. |
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| (b) | As of the date hereof, 10,000 Units of TMD are issued and outstanding. All of the issued and outstanding Units of TMD are duly and validly issued and outstanding and are fully paid and non-assessable. None of the outstanding Units of TMD have been issued in violation of any preemptive rights of the current or past members of TMD. |
|
| (c) | The Units that are to be issued to GAMG hereunder, when so issued in accordance with the terms of this Agreement, will be validly issued and outstanding, fully paid and non-assessable. |
Section 2.2. Authorization. On the Closing Date, (i) there will be no provision in TMD’s Articles of Organization or in its Operating Agreement, as amended, which prohibits or limits TMD's ability to consummate the transactions contemplated hereby, (ii) TMD shall have the right, power and authority to enter into this Agreement and to consummate all of the transactions and fulfill all of the obligations contemplated hereby and (iii) the execution and delivery of this Agreement and the due consummation by TMD of the transactions contemplated hereby will have been duly authorized by all necessary corporate action of the Managers and Members of TMD. This Agreement constitutes a legal, valid and binding agreement of TMD enforceable against TMD in accordance with its terms.
| 2 |
Section 2.3. No Conflict or Violation. Subject to the fulfillment of all of the conditions set forth in Article Five hereof, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby in accordance herewith, nor compliance by TMD with any of the provisions hereof will result in, as of the Closing Date: (i) a violation of or a conflict with any provision of TMD’s Articles of Organization or Operating Agreement, as amended, (ii) a breach of or default under any term, condition or provision of any obligation, agreement or undertaking, whether oral or written to which TMD is a party, or an event which, with the giving of notice, lapse of time, or both, would result in any such breach, (iii) a violation of any applicable law, rule, regulation, order, decree or other requirement having the force of law, or order, judgment, writ, injunction, decree or award, or an event which, with the giving of notice, lapse of time, or both, would result in any such violation, or (iv) any person having the right to enjoin, rescind or otherwise prevent or impede the transactions contemplated hereby or to obtain damages from TMD or to obtain any other judicial or administrative relief as a result of any transaction carried out in accordance with the provisions of this Agreement.
Section 2.4. Litigation and Proceedings. There is no action, suit, proceeding or investigation pending or, to the knowledge of TMD, threatened which challenges the validity of this Agreement or the transactions contemplated hereby, or otherwise seeks to prevent, directly or indirectly the consummation of such transactions.
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES OF GAMG
Section 3.1. Corporate Organization. GAMG is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming with full power and authority to carry on its business as it is now being conducted.,
Section 3.2. Authorization. GAMG has full right, power and authority to enter into this Agreement and to consummate or cause to be consummated all of the transactions and to fulfill all of the obligations contemplated hereby The execution and delivery of this Agreement and the due consummation by GAMG of the transactions contemplated hereby have been duly authorized by all necessary corporate action of the Board of Directors of GAMG. This Agreement constitutes a legal, valid and binding agreement of GAMG enforceable against GAMG in accordance with its terms.
Section 3.3. No Conflict or Violation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby nor compliance by GAMG with any of the provisions hereof will result in: (i) a violation of or a conflict with any provision of the Articles of Incorporation or By-Laws of GAMG (ii) a breach of or default under any term, condition or provision of any obligation, agreement or undertaking, whether oral or written to which GAMG is a party, or an event which, with the giving of notice, lapse of time, or both, would result in any such breach, (iii) a violation of any applicable law, rule, regulation, order, decree or other requirement having the force of law, or order, judgment, writ, injunction, decree or award, or an event which, with the giving of notice, lapse of time, or both, would result in any such violation, or (iv) any person having the right to enjoin, rescind or otherwise prevent or impede the transactions contemplated hereby or to obtain damages from GAMG or to obtain any other judicial or administrative relief as a result of any transaction carried out in accordance with the provisions of this Agreement.
| 3 |
Section 3.4. Litigation and Proceedings. There is no action, suit, proceeding or investigation pending or, to the knowledge of GAMG, threatened which challenges the validity of this Agreement or the transactions contemplated hereby, or otherwise seeks to prevent, directly or indirectly, the consummation of such transactions.
Section 3.5. Free and Clear Shares. The GAMG Shares, when issued, will be free and clear of any claims, lien, charges, encumbrances or other restrictions or commitments of any nature whatsoever.
ARTICLE FOUR
AGREEMENTS OF PARTIES
Section 4.1. Agreements of GAMG.
|
| (a) | GAMG shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations, warranties or agreements contained or referred to herein, give prompt written notice thereof to TMD and use reasonable efforts to prevent or promptly remedy the same. |
|
| (b) | GAMG shall use reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the exchange contemplated hereby in accordance with the terms and conditions hereof. |
Section 4.2. Agreements of TMD.
|
| (a) | TMD shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations, warranties or agreements contained or referred to herein, give prompt written notice thereof to GAMG and use reasonable efforts to prevent or promptly remedy the same. |
|
| (b) | TMD shall use reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the exchange contemplated hereby in accordance with the terms and conditions hereof. |
ARTICLE FIVE
CONDITIONS PRECEDENT TO THE EXCHANGE
Section 5.1. Conditions to the Obligations of GAMG. GAMG's obligations to effect the exchange shall be subject to the satisfaction (or waiver by TMD) of the following conditions prior to or on the Closing Date:
|
| (a) | The representations and warranties made by GAMG in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date; |
|
| (b) | TMD shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement; |
|
| (c) | No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect, nor shall any proceeding by any authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the exchange which makes the consummation of the exchange illegal; and |
|
| (d) | All necessary approvals, consents and authorizations required by law for consummation of the exchange including, without limitation, the approval by the Managers of TMD shall have been obtained. |
|
| (e) | GAMG shall have received all executed documents required to be received from TMD on or prior to the Closing Date; all in form and substance reasonably satisfactory to GAMG. |
| 4 |
Section 5.2. Conditions to the Obligations of TMD. TMD’s obligations to effect the exchange shall be subject to the satisfaction (or waiver by GAMG) of the following conditions prior to or on the Closing Date:
|
| (a) | The representatives and warranties made by GAMG in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date; |
|
| (b) | GAMG shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement; |
|
| (c) | No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect, nor shall any proceeding by any authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the exchange which makes the consummation of the exchange illegal; and |
|
| (d) | All necessary approvals, consents and authorizations required by law for consummation of the exchange including, without limitation, approval by the Board of Directors and Shareholders of GAMG or before the Closing Date shall have been obtained. |
|
| (e) | TMD shall have received all executed documents required to be received from GAMG on or prior to the Closing Date; all in form and substance reasonably satisfactory to TMD. |
ARTICLE SIX
TERMINATION OR ABANDONMENT
Section 6.1. Mutual Agreement. This Agreement may be terminated by the mutual written consent of the parties at any time prior to the Closing Date, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previously obtained.
Section 6.2. Breach of Agreements. In the event there is a material breach in any of the representations and warranties or agreements of TMD or GAMG, which breach is not cured within thirty (30) days after notice to cure such breach is given by the non-breaching party, then the non- breaching party, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previous obtained, may terminate and cancel this Agreement by providing written notice of such action to the other party hereto.
Section 6.3. Failure of Conditions. In the event any of the conditions to the obligations of either party are not satisfied or waived as specified in Article Five hereof, and if any applicable cure period provided in Section 6.2 hereof has lapsed, then the party for whose benefit such conditions were imposed may, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previously obtained, terminate and cancel this Agreement by delivery of written notice of such action to the other party on such date.
ARTICLE SEVEN
MISCELLANEOUS PROVISIONS
Section 7.1. Notices. Any notice or other communication shall be in writing and shall be deemed to have been given or made on the date of delivery in the case of hand delivery, or three (3) business days after deposit in the United States Registered Mail, postage prepaid, or upon receipt if transmitted by facsimile telecopy or any other means, addressed (in any case) as follows:
|
| (a) | if to GAMG: |
|
|
|
|
|
|
| Global Asset Management Group, Inc. 51 Monroe Street, Suite 1505 Rockville, MD Attention: Mr. Richard Balles
with a copy to: Global Asset Management Group, Inc. 6755 Weaver Road, Suite J Rockford, IL 61114 Attention: Erik Carlson |
|
|
|
|
|
| (b) | if to TMD: |
|
|
|
|
|
|
| TMD Ventures, LLC 6755 Weaver Road, Ste. J Rockford, IL 61114 Attention: Erik Carlson
with copies to: _____________________ |
or to such other address as any party may from time to time designate by notice to the others.
| 5 |
Section 7.2. Liabilities. In the event that this Agreement is terminated pursuant to the provisions of Section 6.2 or Section 6.3 hereof on account of a breach of any of the representations and warranties set forth herein or any breach of any of the agreements set forth herein or any failure of conditions precedent to the exchange herein contained, then the non-breaching party or the party for whose benefit such conditions were imposed shall be entitled to recover appropriate damages from the breaching party; provided, however, that notwithstanding the foregoing. In the event this Agreement is terminated by reason of a failure of a condition precedent set forth in Sections 5.1(c) or (d), or Sections 5.2(c) or (d), no party hereto shall have any liability to any other party for costs, expenses, damages or otherwise.
Section 7.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and cancels any and all prior discussions, negotiations, undertakings and agreements between the parties relating to the subject matter hereof.
Section 7.4. Headings and Captions. The captions of Articles and Sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.
Section 7.5. Waiver. Amendment or Modification. The conditions of this Agreement which may be waived may only be waived by notice to the other party waiving such condition. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. This Agreement may not be amended or modified except by a written document duly executed by the parties hereto.
Section 7.6. Rules of Construction. Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles; (c) “or” is not exclusive; and (d) words in the singular may include the plural and in the plural include the singular.
Section 7.7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument.
Section 7.8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, successors and assigns, including any successor by merger, reorganization or acquisition of substantially all the assets of a party hereto. There shall be no third party beneficiaries hereof.
Section 7.9. Governing Law; Assignment. This Agreement shall be governed by the law of the State of Wyoming. This Agreement may not be assigned by either of the parties hereto.
Section 7.10. Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction is, as to such jurisdiction , ineffective to the extent of any such prohibition, unenforceability or no authorization without invalidating the remaining provisions hereof, or affecting the validity enforceability or legality of such provision in any other jurisdiction , unless the ineffectiveness of such provision would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable .
| 6 |
IN WITNESS WHEREOF, the undersigned have set their hand on the date first above written.
| GLOBAL ASSET MANAGEMENT GROUP, INC. |
| |
|
|
|
|
| By: | /s/ Rich Balles |
|
|
| Rich Balles, CEO |
|
|
| Global Asset Management Group, Inc. |
|
|
|
|
|
| TMD VENTURES, LLC |
| |
|
|
|
|
| By: | /s/ Erik Carlson |
|
|
| Erik Carlson, Manager |
|
|
| TMD Ventures, LLC |
|
|
|
|
|
| SELLING MEMBER: |
| |
|
|
|
|
| By: | /s/ John Murray |
|
|
| John Murray, President |
|
|
| Sustainable Innovations, Inc. |
|
| 7 |
SCHEDULE “A”
SELLING MEMBERS OF TMD VENTURES, LLC
| Member |
| TMD Units |
|
| % Ownership |
| ||
| Sustainable Innovations, Inc. |
|
| 10,000 |
|
|
| 100.0 | % |
| TOTAL |
|
| 10,000 |
|
|
| 100.0 | % |
| 8 |
SCHEDULE “B”
DESIGNEES OF SUSTAINABLE INNOVATIONS, INC.
| Member |
| SI shares |
|
| % |
|
| GAMG for TMD |
| |||
| Little Ones, LLC |
|
| 542,175 |
|
|
| 54.22 | % |
|
| 7,200,585 |
|
| Candle Holding Co., LLC |
|
| 91,309 |
|
|
| 9.13 | % |
|
| 1,212,668 |
|
| Illinois Kindness Three, LLC |
|
| 85,000 |
|
|
| 8.50 | % |
|
| 1,128,878 |
|
| Emily Newbury |
|
| 64,030 |
|
|
| 6.40 | % |
|
| 850,378 |
|
| Charles Voss, Jr. |
|
| 38,250 |
|
|
| 3.83 | % |
|
| 507,995 |
|
| Josh Gillan |
|
| 34,893 |
|
|
| 3.49 | % |
|
| 463,411 |
|
| Frank Sacco Revocable Trust |
|
| 9,999 |
|
|
| 1.00 | % |
|
| 132,796 |
|
| Digital Trust LLC, FBO Pati Strehl, IRA a/c #6000700 |
|
| 9,999 |
|
|
| 1.00 | % |
|
| 132,796 |
|
| Mark Strehl |
|
| 9,999 |
|
|
| 1.00 | % |
|
| 132,796 |
|
| Imran Mirza |
|
| 8,125 |
|
|
| 0.81 | % |
|
| 107,908 |
|
| David Nissman |
|
| 7,500 |
|
|
| 0.75 | % |
|
| 99,607 |
|
| Kristine Carlson Trust |
|
| 12,500 |
|
|
| 1.25 | % |
|
| 166,012 |
|
| Blomquist Irrevocable Trust |
|
| 10,000 |
|
|
| 1.00 | % |
|
| 132,809 |
|
| Estate of Edward Wayne, Chris Wayne |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 66,405 |
|
| Estate of Edward Wayne, Nick Wayne |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 66,405 |
|
| David Wuebben |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 66,405 |
|
| Miroslaw Niemiec |
|
| 5,000 |
|
|
| 0.50 | % |
|
| 66,405 |
|
| Parin Shah |
|
| 6,634 |
|
|
| 0.66 | % |
|
| 88,106 |
|
| Omar Dia |
|
| 4,375 |
|
|
| 0.44 | % |
|
| 58,104 |
|
| Pale Moon Trust |
|
| 24,910 |
|
|
| 2.49 | % |
|
| 330,828 |
|
| Taylor Strehl |
|
| 4,102 |
|
|
| 0.41 | % |
|
| 54,478 |
|
| David Dimke |
|
| 3,750 |
|
|
| 0.38 | % |
|
| 49,803 |
|
| Brandon Newbury |
|
| 2,720 |
|
|
| 0.27 | % |
|
| 36,124 |
|
| Greg Woodford |
|
| 2,500 |
|
|
| 0.25 | % |
|
| 33,202 |
|
| Tobias deGoede |
|
| 2,300 |
|
|
| 0.23 | % |
|
| 30,546 |
|
| Kasia Musiatewicz |
|
| 2,000 |
|
|
| 0.20 | % |
|
| 26,562 |
|
| Eric Von Herbulis |
|
| 700 |
|
|
| 0.07 | % |
|
| 9,297 |
|
| Michael Schrom |
|
| 500 |
|
|
| 0.05 | % |
|
| 6,640 |
|
| Craig Didier |
|
| 500 |
|
|
| 0.05 | % |
|
| 6,640 |
|
| Charles Wu |
|
| 500 |
|
|
| 0.05 | % |
|
| 6,640 |
|
| Cameron Baldwin |
|
| 280 |
|
|
| 0.03 | % |
|
| 3,719 |
|
| P. Rose Schlickman |
|
| 250 |
|
|
| 0.03 | % |
|
| 3,320 |
|
| Billy Ni |
|
| 200 |
|
|
| 0.02 | % |
|
| 2,656 |
|
| TOTAL |
|
| 1,000,000 |
|
|
| 100.00 | % |
|
| 13,280,923 |
|
| 9 |