Item 1.01 Entry into a Material Definitive Agreement.
On
The Purchase Agreement provides that, subject to the terms and conditions set forth therein, Buyer will acquire from the Sellers:
• all of the issued and outstanding shares of capital stock of Quiet Logistics; • by acquisition of certain of the equity interests of a newly formed subsidiary of QGH, (i) 4,816,955 shares of Series B Preferred Stock ofAxlehire, Inc. ("Axlehire") and (ii) 756,880 shares of Series C Preferred Stock ofLocus Robotics Corp. ; and • the rights to warrants to purchase up to 2,946,159 shares of common stock of Axlehire (collectively, the "Transaction").
The purchase price for the Transaction is
The closing is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Purchase Agreement contains representations, warranties and covenants of each party customary for a transaction of this nature. Between the date of the Purchase Agreement and the closing date, the Sellers have agreed to operate Quiet Logistics in the ordinary course of business and an agreed operating plan.
A copy of the Purchase Agreement is attached as Exhibit 2.1 to this current report on Form 8-K and is incorporated herein by reference. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement.
The representations and warranties and covenants set forth in the Purchase Agreement have been made only for the purposes of the Purchase Agreement and solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, such representations and warranties were made only as of the dates specified in the Purchase Agreement. Accordingly, the Purchase Agreement is included in this filing only to provide investors with information regarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding the parties or their respective businesses.
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Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Stock Purchase Agreement, datedNovember 1, 2021 , by and among TheOriginal Real Co. ,Quiet Holdings, LLC ,Quiet Global Holdings, LLC ,Quiet Logistics, Inc. and, solely for the purposes of guaranteeing certain obligations of Buyer,American Eagle Outfitters, Inc. * 99.1 Press Release, datedNovember 2, 2021 . 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K.
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