12 ReTech Corporation (OTCPK:RETC) entered into an exchange of equity agreement to acquire Social Decay, LLC for $0.21 million on November 6, 2019. 12 ReTech acquired 100% of the membership interests of Social Sunday in exchange for 0.03 million of the 12 ReTech’s Series D-6 Preferred Stock at $5 per share. An additional 0.012 million shares of the 12 ReTech’s Series D-6 Preferred Stock was issued to the member of Social Sunday and will be held in escrow by the 12 ReTech and is deliverable to the Member upon the performance of certain performance thresholds by Social Sunday’s management. The conversion of the Series D-6 Preferred Stock is subject to a leak-out provision whereby the member or holder has the right but not the obligation to convert a maximum of thirty three and one third percent (33.3%) or no greater than 0.01 million shares of Series D-6 Preferred Stock after the 6-month anniversary of closing and thereafter an additional quantity of no greater than 0.002 million shares of Series D-6 Preferred Stock every months until all shares of Series D-6 Preferred Stock that are owned by members have been converted. All conversions, if any, are at market price with no discount to market. In no event shall any member, together with their affiliates, own or have a right to receive more than 9.99% of the issued and outstanding shares of the 12 ReTech’s common stock at any given time. Social Sunday will continue its operations uninterrupted following the closing and will retain key employees and management. The closing of the exchange agreement is subject to certain closing conditions, including that the members have not materially misrepresented any of the representations contained in the exchange agreement. Those conditions were met on November 20, 2019. 12 ReTech Corporation (OTCPK:RETC) completed the acquisition of Social Decay, LLC on November 20, 2019.