Item 1.01 Entry into a Material Definitive Agreement.
Property Purchase Agreement
On June 27, 2018, Greenhaus Analytical Labs, LLC (“Greenhaus”), a wholly-owned subsidiary of EVIO, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “PSA”) with Michael G. Myers (“Myers”). Pursuant to the PSA, Greenahus will acquire the property commonly known as “Tigard Warehouse” located at 14775 SW 74
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Ave., Tigard, OR 97224 (the “Property”) for a total purchase price of $1,150,000, with $25,000 due upon execution of the PSA, $475,000 to be escrowed, and $650,000 in the form of a secured promissory note (the “Myers Note”). The Myers Note will be secured by a deed of trust for the Property and bears 8% interest per annum. The PSA and Myers Note otherwise contain standard representations and warranties. The foregoing discussion is for summary purposes only and is qualified in its entirety by the actual terms of the PSA and its exhibits, which are included herewith as an Exhibit. The Property will be held by 14775 SW 74
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Ave. LLC, a subsidiary held by EVIO Labs OR, Inc. and managed by the Company. The Property purchase is subject to a commercial lease held by MRX (defined below) which will be acquired by Greenhaus pursuant to the APA (below defined).
MRX Acquisition Agreement
On June 27, 2018, Greenhaus executed an Asset Purchase Agreement (“APA”) with MRX Labs LLC, an Oregon limited liability company (“MRX”). Pursuant to the APA, Greenhaus acquired certain tangible and intangible assets of MRX, including but limited to (i) furniture, (ii) fixtures, (iii) client and vender contracts, (iv) inventory, (v) goodwill, (vi) ownership rights to any copyrightable works, including all related copyright registrations, (vii) know-how or other trade secrets, whether or not reduced to practice, (viii) licenses, options to license and other contractual rights to use intellectual property, (ix) computer and electronic data processing programs and software programs, (x) equipment, (xi) customer lists, (xii) “know-how ” and proprietary information and trade secrets relating to the MRX’s business operations, (xiii) manufacturers' warranties (including pending warranty claims) and manuals relating to the purchased assets (xiv) an irrevocable license to use the tradename “MRX Labs” for six months, (xv) certain assets specifically listed in Exhibit A of the APA and (xvi) MRX’s books and records relating to the foregoing (the “Assets”). The total purchase price for the Assets is $1,500,000, payable as a cashier’s check or wire transfer in the amount of $750,000 and a promissory note in the principal amount of $750,000 (the “MRX Note”). Pursuant to the APA, MRX agreed to indemnify, defend and hold harmless Greenhaus from and against all losses incurred or suffered by Greenhaus resulting from any breach of any covenant or agreement of MRX and any liability or obligation of MRX arising out of or in connection with the ownership, use, condition, maintenance, or operation of the MRX’s business or the Assets on or before the closing of the APA. Greenhaus also agreed to indemnify, defend and hold harmless MRX from and against all losses incurred or suffered by MRX resulting from any breach of any covenant or agreement of Greenhaus contained in the APA. The APA and MRX Note otherwise contain standard representations and warranties.
The foregoing discussion is for summary purposes only and is qualified in its entirety by the actual terms of the APA and its Exhibits, which are included herewith as an Exhibit.