Note 6 - Contingent Contractual Obligations and Commercial Commitments | NOTE 6 CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS Medical marijuana in Massachusetts: As discussed in Note 3, the Company has agreements with Heatley and the William Noyes Webster Foundation, Inc. (the Foundation). AQSP has agreed to pay a lump sum finder's fee to Parare Partners Inc. in the event that all of the following conditions occur: (1) AQSP makes certain loans to the William Noyes Webster Foundation, Inc. (the "Foundation") which was found by Parare Partners Inc., (2) the Foundation constructs and brings into operation its planned medical marijuana cultivation facility in Plymouth, Massachusetts (the Plymouth Cultivation Facility) and medical marijuana dispensary in Dennis, Massachusetts (the Dennis Dispensary), (3) AQSP directly or via subsidiaries enters into certain consulting agreements with the Foundation, and (4) all necessary approvals are obtained. If all of such conditions occur, then the finder's fee will be calculated as follows: (i) 5% of the first $1,000,000 of the aggregate principal amount of such loans, (ii) 4% of the second $1,000,000 of the aggregate principal amount of such loans, (iii) 3% of the third $1,000,000 of the aggregate principal amount of such loans, (iv) 2% of the fourth $1,000,000 of the aggregate principal amount of such loans, and (v) 1% of the aggregate principal amount of such loans that are in excess of $4,000,000. As of June 30, 2015, no finders fees are due to Parare Partners, Inc. During the six month period ended June 30, 2015, MVJ Realty, LLC, an affiliate of AQSP director Vincent J. Mesolella (MVJ Realty), loaned a total of $23,000 to the Foundation, which $23,000 was used as follows: (a) $9,500 was used by the Foundation to pay the rent of the Plymouth Cultivation Facility for the month of May, 2015; (b) $6,900 was used by the Foundation to pay the rent of the Dennis Dispensary for the months of April and May, 2015; (c) $3,600 was used by the Foundation to pay for the general liability insurance policy covering the Plymouth Cultivation Facility and the Dennis Dispensary; and (d) $3,000 was used by the Foundation to pay the application fees for two applications (the Two New Applications) by the Foundation to the Commonwealth of Massachusetts for licenses (the Two New Licenses) to operate two new medical marijuana dispensaries in Massachusetts (the Two New Dispensaries). In making these $23,000 loans to the Foundation, MVJ Realty viewed itself as acting as an agent for AQSP, and expected to eventually be reimbursed for the $23,000 by AQSP subject to the execution and delivery by the Foundation to AQSP of loan documents evidencing that the principal amount of the loan from AQSP to the Foundation, evidenced by the Note and secured by the Security Agreement, had been increased by $23,000. The execution and delivery of such loan documents occurred on July 15, 2015. In the Two New Applications, the Foundation included background information in regard to each director and officer of AQSP. If the Two New Licenses are awarded to the Foundation, then the Foundation may seek to obtain financing for the Two New Dispensaries from MVJ Realty/AQSP. While the Foundation and MVJ Realty/AQSP have not yet entered into any agreements in regard to such potential financing, AQSP anticipates that if such agreements were to be entered into, that the terms and conditions of such potential financing likely would generally mimic the terms and conditions of whatever financing package might be mutually approved by the Foundation and AQSP subject to approval by the Massachusetts Department of Public Health (the DPH) for the financing by AQSP and/or its affiliates of the Foundations Plymouth Cultivation Facility and Dennis Dispensary (the Plymouth/Dennis Financing Package). At the present time, AQSP anticipates that the Plymouth/Dennis Financing Package, if and when it is mutually approved by the Foundation and AQSP and approved by the DPH, will contemplate the following, among other things: (a) AQSP, or an affiliate of AQSP, would purchase certain real property (the Plymouth Property), including an existing building (the Plymouth Building), located in Plymouth, Massachusetts. The Plymouth Property is currently leased to the Foundation for use as the Plymouth Cultivation Facility, and such lease contains an option to purchase the Plymouth Property for $2,000,000 (the Option to Purchase). The Foundation has assigned the Option to Purchase to AQSP; (b) Following the exercise of the Option to Purchase, AQSP, or an affiliate of AQSP, would hire a contractor to construct the Plymouth Cultivation Facility in the Plymouth Building, and would enter into a long-term, so-called net-net-net lease of the Plymouth Cultivation Facility and the Building with the Foundation as the lessee (the Lease), and in addition AQSP would provide facility management services to the Foundation under the Lease; and (c) AQSP, or an affiliate of AQSP, would loan approximately $4 million to the Foundation (the $4 Million Loan); provided, however, that the entire Plymouth/Dennis Financing Package, including a Memorandum of Agreement, the Lease, and the $4 Million Loan, would all be subject to a contingency that AQSP, or an affiliate of AQSP, would successfully raise approximately $13.5 million in capital on terms and conditions acceptable to the board of directors of AQSP in its discretion. No assurances whatsoever can be made that the Plymouth/Dennis Financing Package will be consummated on any particular terms, if at all. Acquisition of Real Estate As discussed in AQSPs prior public filings, AQSP and one of its directors, Vincent J. Mesolella, have agreed to negotiate in good faith regarding the possibility of AQSP acquiring certain parcels of real estate in Rhode Island that are owned by entities affiliated with Vincent J. Mesolella and his son Derek V. Mesolella, an independent contractor to AQSP, one of which parcels is also partly owned by an affiliate of AQSPs chief executive officer, Gerard M. Jacobs (collectively, the Mesolella/Jacobs Properties). The independent members of the board of directors of AQSP, Joshua A. Bloom, Michael D. McCaffrey and Richard E. Morrissy, met separately and decided to cause AQSP to retain an MAI appraiser in Rhode Island to appraise the Mesolella/Jacobs Properties and one other parcel of real estate in Rhode Island that is owned by an unrelated third party (the Unrelated Parcel) who expressed a potential interest in AQSP acquiring the Unrelated Parcel. The appraiser prepared and delivered appraisals of the Mesolella/Jacobs Properties to the Company and to Vincent J. and Derek V. Mesolella for their review. This review resulted in certain of the appraisals being modified. The modified appraisals have now been analyzed by the Company and by Vincent J. and Derek V. Mesolella, and after discussion, the parties have been unable to date to agree upon mutually acceptable valuations of any of the Mesolella/Jacobs Properties. Consequently, the independent directors have met and have recommended to the full board of directors of AQSP that all pending purchase and sale offers on the Mesolella/Jacobs Properties be withdrawn. |