EXHIBIT 10.2
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this “Agreement”), dated as of June 30, 2023, is by and among Commercial Brands LLC, a limited liability company organized and existing under the laws of the State of Texas (“Buyer”), SLG Chemicals, Inc., a corporation organized and existing under the laws of the State of Colorado (“SLG Chemicals”), and Scott’s Liquid Gold-Inc., a corporation organized and existing under the laws of the State of Colorado (“SLG,” and collectively with SLG Chemicals, “Seller”). Buyer and Seller shall be collectively referred to herein as the “Parties” and, each, individually, a “Party.”
RECITALS
NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby incorporated in this Agreement, the mutual promises made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Parties, intending to be legally bound hereby, agree as follows.
AGREEMENT
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If to Seller: | Scott’s Liquid Gold-Inc. or SLG Chemicals, Inc. 8400 E. Crescent Parkway, Suite 450 Greenwood Village, CO 80111 E-mail: darndt@slginc.com Attention: Chief Financial Officer
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with a copy to: | Holland & Hart LLP 555 17th Street Denver, CO 80202 E-mail: abowler@hollandhart.com Attention: Amy L. Bowler
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If to Buyer: | Commercial Brands, LLC 1103 E. Airtex Dr. Houston, Texas 77073 email: constantine@commercialbrands.com Attention: Constantine Zotos
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with a copy to: | J. Scott Douglass Attorney at Law 1811 Bering Dr., Suite 420 Houston, Texas 77057 |
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For purposes of this definition, (a) “control” (including “controlling,” “controlled by,” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and shall be construed as such term is used in the rules promulgated under the Securities Act of 1933, as amended; (b) the “Family” of an individual includes (i) the individual, (ii) the individual’s spouse, (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree, and (iv) any other natural person who resides with such individual; and (c) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act of 1934 as amended) of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person.
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[Remainder of page intentionally left blank; Signatures on following page]
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IN WITNESS WHEREOF, the Parties hereto have caused this Asset Purchase Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.
“SELLER”
Scott’s Liquid Gold-Inc.
/s/ David Arndt
Printed Name: David Arndt
Title: CFO
SLG Chemicals, Inc.
/s/ David Arndt
Printed Name: David Arndt
Title: CFO
“BUYER”
Commercial Brands LLC
/s/ Constantine Zotos
Printed Name: Constantine Zotos
Title: CEO
[Signature Page to Asset Purchase Agreement]
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