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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AGREEMENT (the "Agreement") is dated for reference the 06th day of April 2022 (the "Effective Date").

AMONG:

Turner Valley Oil & Gas, Inc. D.B.A Turner Venture Group, Inc.

a company incorporated under the laws of the state of Nevada, with an executive office located at 5900 Balcones Drive, Suite 4503, Austin,Texas 78731.

(the "Buyer")

AND:

Herban Healing LLC a limited liability company incorporated under the laws of the state of Texas with a corporate office located at 13307 Skinner Road, Cypress, Texas 77429.

(the "Seller")

WHEREAS the Seller wishes to sell to the Buyer, and the Buyer wishes to purchase from the Seller, all of the assets of Seller (as listed in Schedule 1), as contemplated by and on the terms set forth in this Agreement.

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

  • 1. PURCHASE AND SALE

  • 1.1 Subject to the terms of this Agreement, the Buyer agrees to purchase over time units of the Seller:

    • (a) Seller is based on a closing valuation equal of $700,000.

    • (b) Buyer shall also have Right of First Refusal to acquire 100% of Seller in the future at the same or higher price; the greater of the fair market value as set by a third party valuation, or an offer received by Seller.

  • 1.2 At the Closing (as defined below), as consideration for the purchase of Seller's units, the Buyer shall issue and deliver to the Seller:

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Turner Valley Oil & Gas, Inc. - Herban Healing LLC - Purchase and Sale Agreement

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  • (a) 70,000.00 Series A Preferred Stock of Buyer's company in exchange for 10% of the units outstanding in the Seller at closing.

  • (b) the Buyer shall, after the Closing, submit for shareholder approval resolutions that establish the following rights and restrictions of shares of the Buyer's Series A Preferred Stock:

    • (i) conversion rights to shares of the Buyer's Preferred Stock at a One Hundred (100) to one (1) ratio;

    • (ii) voting rights for each share of the Buyer's Preferred Stock equivalent to One Hundred (100) shares of the Buyer's common stock; and

    • (iii) no dividend or liquidation rights.

    • (iv) any forward or reverse splits in the future shall affect these shares and the respective rights proportionately.

    • (v) The Series A Preferred Stock shall be calculated at 70,000 shares priced at $1 which is converted to Common Stock of the Buyer at 100 to 1 (One Hundred to One) equal to 7,000,000 shares of common which Seller agrees to sell no more than 1,000,000 shares per fiscal quarter.

1.3 New Capital Investment

(a) Based on the valuation in 1.1 Buyer shall purchase additional 18% for $150,000 in minimum increments of $ 8,333.33 for each 1% of Seller.

  • (b) Up to 150,000.00 cash payable at a rate determined at the Buyer for a period of up to 12 months from the date of this agreement.

  • (c) Buyer or Seller have the right to raise outside capital into Seller during thisperiod 1.4

    at the same or mutually agreed up terms.

    Earn-In Structures

  • (a) Kyle Williams (who may assign his interests to an entity of his choosing) shall earn-in Units of Buyer equal to 25% of EBITDA of the Seller for 2 years to maximum earn in equal to 50% of Buyers Units or percentage such that Buyer will maintain 14% of the units of Seller's LLC. Each unit or percentage priced at the most recent round of Seller.

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Turner Valley Oil & Gas, Inc. - Herban Healing LLC - Purchase and Sale Agreement

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(b)Buyer or as assigns shall earn-in units of Seller equal to 25% of all new funds invested by Buyer or third-party investors. Each unit or percentage priced at the most recent round of Seller.

1.5 Management Agreements

(a) The Buyer shall enter into management agreements with Seller as outlined in Schedule 4.

(b) Buyer shall appoint 1 managing member to Seller, an independent third party for a total of up to 3 managers.

(c) Buyer and Seller shall agree on a new Operating Agreement for Seller as part of closing.

  • 2. CLOSING

  • 2.1 The closing of the transactions contemplated by this Agreement (the "Closing")

    shall occur within forty-five (45) days once Agreement is executed by the parties

    hereto and the following conditions have been met, or longer if they have not

    been met within this timeline or as otherwise mutually agreed to in writing,

  • 2.2 As a prerequisite of the closing,

    • (a) the Seller must provide a detailed list of assets including inventory.

    • (b) the Seller will provide financial statements from inception till the most recent year ending or quarter ending.

    (c) the Seller will provide a list of all available products and certificate of analysis for each.

    (d) the Buyer and Seller will complete each of the attached Schedules.

3.

REPRESENTATIONS AND WARRANTIES

3.1

Representations and Warranties of the Seller

  • (a) Organization; Power. The Seller is a LLC organized and legally existing under the laws of the State of Texas, and has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

  • (b) Authorization. The execution, delivery and performance of this Agreement and all other agreements contemplated by this Agreement to which the Seller is a party have been duly and validly authorized by all necessary corporate action of the Seller. This Agreement and all other agreements

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contemplated by this Agreement, when executed and delivered by the parties thereto, shall constitute legal, valid, and binding obligations of the Seller, enforceable against the Seller in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally or judicial limits on equitable remedies.

  • (c) Conduct of Business; Liabilities. Except for certain obligations of the Seller, described in Section 2.2 (e), the Seller is not in default under, and no condition exists that with notice or lapse of time or both would constitute a default of the Seller under:

    • (i) any mortgage, loan agreement, indenture, evidence of indebtedness, or other instrument evidencing borrowed money to which the Seller is a party or by which the Seller is bound; or

    • (ii) any judgment, order or injunction of any court, arbitrator or governmental agency that would reasonably be expected to affect materially and adversely the assets of the Seller's business, financial condition or results of operations.

  • (d) No Adverse Consequences. The execution, delivery and performance of this Agreement by the Seller will not:

    • (i) result in the creation or imposition of any lien, security interest, charge or encumbrance on the seller's assets;

    • (ii) violate or conflict with, or result in a breach of, any provision of the

      Seller's Articles of Incorporation or Bylaws;

    • (iii) violate any law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to the Seller, or

    • (iv) conflict with, constitute grounds for termination or acceleration of, result in the breach of the terms, conditions, or provisions of, result in the loss of any benefit to the Seller under, or constitute a default under (whether by virtue of the application of a "change of control" provision or otherwise) any agreement, instrument, license or permit to which either the Seller is a party or by which the Seller is bound.

  • (e) No Undisclosed Liabilities. Except for as set forth in recorded filings against the seller or the assets transferred herein, or under Section 2.2 (e)

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the assets transferred herein are not subject to any material liability or obligation.

  • (f) Litigation. Except as discussed in Schedule 1, there are no actions, suits, proceedings, orders, investigations, or claims pending or, to the Seller's knowledge, threatened against the Seller or any of the Seller's assets, at law or in equity, and the Seller is not subject to any arbitration proceedings or, to the Seller's knowledge, any governmental investigations or inquiries. There have been no actions, suits, proceedings, orders, investigations, or claims pending or threatened against Herban Healing LLC.

  • (g) Tax Matters. The Seller has filed all United States, state, local and foreign tax returns and reports required to be filed and has paid all taxes shown as due thereon, and no taxing authority has asserted any deficiency in the payment of any tax or has informed the Seller that it intends to assert any such deficiency or to make any audit or other investigation of the Seller for the purpose of determining whether such a deficiency should be asserted against the Seller.

  • (h) Compliance with Laws. The Seller is in material compliance with all laws, statutes, ordinances, regulations, orders, judgments or decrees applicable to it, the enforcement of which, if the Seller were not in compliance therewith, would have a material adverse effect on the business and operations of the Seller. The Seller has not received any notice of any asserted present or past failure by the Seller to comply with such laws, statutes, ordinances, regulations, orders, judgments or decrees.

  • (i) Environmental, Health and Safety Matters. The Seller has obtained, has complied with, and is in compliance with, in each case in all material respects, all permits, licenses and other authorizations that are required pursuant to applicable environmental, health and safety legislation for its assets and operations. The Seller has not received any written or oral notice, report or other information regarding any actual or alleged material violation of any applicable environmental, health and safety legislation, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to its assets arising under applicable environmental, health and safety legislation.

  • (j) Permits and Licenses. The Seller holds, and at all times has held, all permits necessary to operate its business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all government bodies, agencies and other authorities, except when the failure to hold any permit would not have a material adverse effect on the business. The Seller is in

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Turner Valley Oil & Gas, Inc. - Herban Healing LLC - Purchase and Sale Agreement

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Turner Venture Group Inc. published this content on 15 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 April 2022 21:01:47 UTC.