Item 1.01 Entry into a Material Definitive Agreement
On February, 16, 2022, Logiq, Inc., a Delaware
corporation (the “Company”), entered into a binding letter of intent (the “LOI”) to acquire substantially
all of the assets of Battle Bridge Labs LLC, an Oklahoma limited liability company (“Battle Bridge”), and Section 2383 LLC,
a Wyoming limited liability company (“Section 2383,” and together with Battle Bridge, the “Sellers”), in exchange
for total consideration of $3,250,000, consisting of the following: (i) $250,000 in cash, and (ii) $3,000,000 in restricted common stock
of the Company (collectively, the “Purchase Price”), the allocation of which Purchase Price will be agreed upon by the Sellers
prior to closing; provided, that the optimal acquisition structure may be adjusted after information regarding the Sellers’
legal structure, capitalization, tax position and additional materials have been evaluated during due diligence (collectively, the “Transaction”).
The LOI is a binding agreement that represents
the basis on which the parties will proceed to consummate the Transaction pursuant to a fully integrated, written, long-form agreement
(the “Purchase Agreement”). The parties intend to close the Transaction within sixty days of signing the LOI, or such other
date as shall be mutually agreed upon by the Company and Sellers. Pursuant to the LOI, while the LOI remains in effect, the Seller shall
not solicit, initiate discussions, or engage in negotiations with any person other than the Company concerning any possible sale of all
or part of the Sellers’ businesses.
In connection with closing of the Transaction,
the Company and certain key executives and key employees of the Sellers shall enter into two- and one-year employment agreements, respectively,
with the Company, the terms of which remain subject to negotiation. Concurrent with execution of the Purchase Agreement, the key executives
and key employees of the Sellers shall enter into a three- and one-year non-competition agreements, respectively, in a form mutually agreed
upon by the parties thereto. In addition, the Purchase Agreement will contain a covenant not to compete, pursuant to which the Sellers
will be prohibited from competing with the Company for a period of three years following the latter of the closing of the Transaction
and the termination of any relevant employment or consulting agreement.
The Purchase Agreement will contain standard representations,
warranties, covenants, indemnification and other terms customary in similar transactions.
The foregoing description
of the LOI does not purport to be complete, and is qualified in its entirety by reference to the complete text of such LOI, a copy of
which will be filed as an exhibit to the Company’s next periodic report.