DarkPulse Inc (DPLS)

[subslover]

Entry Into A Material Definitive Agreement.


On August 24, 2022, DarkPulse, Inc., a Delaware corporation (the “Company”), entered into Membership Purchase Agreements (the “MIPAs”) with members (the “Sellers”) of each of Remote Intelligence, Limited Liability Company (“RI”) and Wildlife Specialists, LLC, a Pennsylvania limited liability company (“WS”) pursuant to which the Company agreed to purchase the remaining 40% membership interests (the “Membership Interests”) of each of RI and WS.



In exchange for the Membership Interests, the Company agrees to assume certain debt obligations of each of RI and WS, including the re-payment of certain loans to shareholders upon the occurrence of financial milestones of each of RI and WS. All personal guarantees on the debt obligations will remain in place. In addition, an aggregate of 10,000,000 shares of the Company’s Common Stock owned by certain of the Sellers will be held in escrow pending the occurrence of financial milestones of each of RI ad WS over 24 months. In the event those financial milestones are not met, the shares will be released from escrow and cancelled. In the event those financial milestones are met, the shares will be released to the owners.



After the closings of the MIPAs, each of RI and WS will be wholly-owned subsidiaries of the Company.