8.01 OTHER EVENTS
ENTRY INTO A NON-BINDING LETTER OF INTENT.
August 5, 2019, the Company entered into a non-binding indication of interest and term sheet with respect to a transaction whereby,
as set forth below, Liberated Solutions, Inc., a Nevada corporation (“Liberated”), Greenfield Farms Food, Inc., a
Nevada corporation (“Greenfield”) and NGEN Technologies USA Corp, a Texas corporation and currently a wholly owned
subsidiary of Greenfield (“NGEN”) will undertake a transaction to combine the operations of NGEN and Liberated. Liberated,
Greenfield and NGEN may be referred to herein collectively as the “Parties” and each individually as a “Party.”
The Parties acknowledge and agree that the structure of the transactions contemplated herein may be modified by the Parties prior
to the closing.
and NGEN shall unwind the NGEN-Greenfield Transaction, such that each of Greenfield and NGEN are once again independent entities,
and Clifford Rhee and Edward Carter will be the majority shareholders of NGEN (the “NGEN Shareholders”).
and the NGEN Shareholders shall thereafter undertake a share exchange agreement, pursuant to which the NGEN Shareholders shall
exchange 100% of the equity interests in NGEN, which shall be transferred to Liberated, in exchange for the issuance to the NGEN
Shareholders all shares of Series A Preferred Stock of Liberated (the “Share Exchange”).
the above, the Parties acknowledge and agree that the structure of the transactions contemplated herein may be modified by the
Parties prior to the closing, as determined by the Parties.
CONDITIONS TO CLOSING AND CLOSING DATE.
full execution of the term sheet NGEN will commence the preparation of the definitive documentation to be entered into between
the applicable Parties with respect to the Transactions (the “Definitive Documentation”).
Closing shall be subject to the satisfaction or waiver of customary conditions to closing, as shall be set forth in the Definitive
Documentation, including satisfactory completion of NGEN’s due diligence review and the approval of the Board of Directors
of each of NGEN, Greenfield and Liberated.
to the satisfaction of such conditions, it is expected that the Transactions will close on or before August 30, 2019 (the “Closing