1812 Brewing Company Inc (KEGS)

[LoveThemStocks]

I don't believe you read further on WHY Tom entered into this agreement, here it is:

The strategic plan is for KEGS to subsequently declare a dividend in EVERMIND to
KEGS’ current shareholders as well as to EVERMIND’s shareholders which will affect an eventual spin-off of EVERMIND. These activities in theory will help KEGS diversify within the beverage industry, accelerate its own fundraising activities, and deliver more value to KEGS shareholders.

Both parties recognize that merging into a wholly-owned subsidiary of KEGS is a necessary step to affect an eventual spin-off of EVERMIND, however, KEGS agrees that all property, including and assets of EVERMIND shall be owned by EVERMIND, and KEGS will not utilize, transfer, or otherwise diminish EVERMIND’s exclusive rights to EVERMIND’s property and assets.
EVERMIND funds shall be held in the name of EVERMIND, and shall be used only for the
business of the EVERMIND. The spinoff will result in a change of control such that EVERMIND’s
original pre-transaction shareholder base will receive shares of EVERMIND as a public companyDocuSign Envelope ID: 1B44F5A0-0BE4-4E43-9AEA-F26FDF564E30
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on a pro rata basis, proportional to their original investments and/or ownership, subject to
adjustments based on KEGS investments post-transaction.