Stran & Company, Inc. (NasdaqCM : SWAG) entered into an agreement to acquire T.R. Miller Co., Inc. on January 25, 2023. Purchase Price: (a) $1,000,000 in cash, subject to a customary working capital adjustment, an adjustment for any indebtedness of the Seller or the Business as of the date and time of the Closing, (b) Installment payments equal to (i) $400,000 on the first anniversary of the Closing Date, (ii) $300,000 on the second anniversary of the Closing Date, (iii) $200,000 on the third anniversary of the Closing Date, and (iv) $200,000 on the fourth anniversary of the Closing Date, each such installment payment subject to adjustment for certain uncollected accounts receivable amounts outstanding after the first 12 months following the Closing; and (d) four annual earnout payments, each equal to (i) 45% of annual Gross Profit (as defined in the Purchase Agreement) of the Seller above $4,000,000 with respect to certain customers of the Seller or primarily resulting from the efforts of the Stockholder or certain employees or independent contractors of the Seller, plus (ii) 25% of the annual Gross Profit above $4,000,000. Transaction is subject to: Stran & Company, Inc. shall have completed its due diligence review, All requisite consents of any third parties and any requisite consents of the minority stockholders of the Seller to the transactions contemplated by this Agreement shall have been obtained, A financial audit of the T.R. Miller performed under PCAOB auditing standards by an accountant. T R Miller generated over $19 million of revenue in FY 2022. The acquisition is expected to close during the first half of 2023. As of May 15, 2023, the acquisition is expected to close in the second quarter of 2023.

Stran & Company, Inc. (NasdaqCM : SWAG) completed the acquisition of T.R. Miller Co., Inc. on June 1, 2023.