Sentient Brands subsidiary to acquire Aqua Emergency assets via earnout-based Acquisition Credits

SENTIENT BRANDS HOLDINGS INC.

SNBH's 51%-owned subsidiary AENV to acquire assets and rights of Aqua Emergency (FL) in exchange for Acquisition Credits convertible into SNBH stock.
Acquisition Credits based on earnout: 70% of revenue growth or 5x EBITDA, or 1.4x appraised asset value, adjusted for 51% SNBH ownership.
Credits allocated to eight holders: Brandon Jones (23.125%), Joel Kleinfeld (23.125%), Jennifer Lee Brooks Trust (23.125%), Longwood Partners Trust (23.125%), and others.
Six-month lockup on conversion; 21-month lock-up leak-out agreement applies to certain parties.
Minority (49%) in subsidiary have right of first refusal at 0.7x multiple before 60 months, 1.25x after.

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