LRDG Lord Global Corporation (CE)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On July 10, 2020, Lord Global Corporation (the “Company”) entered into a Joint Venture and Revenue Sharing Agreement (the “Agreement”) with 81 Logistics Group LLC, founded and owned by Tim Brown, a member of the NFL Hall of Fame (“81 Logistics Group”). As a minority, Black owned company, 81 Logistics Group is one of the only Black owned companies licensed to distribute fuel in all 50 states. A copy of the Agreement is attached as Exhibit 10.1 to this Form 8-K. Pursuant to the Agreement, in consideration for 81 Logistics Group sharing revenues generated by 81 Logistic Group’s contracts with third parties for the purchase and sale of petroleum products pursuant to the terms set forth in the Agreement (the “Revenue Contracts”), the Company has agreed to issue to 81 Logistics Group or its designees 3,500 sharers of Series G Convertible Preferred Stock (the “Series G Preferred”), each convertible into 1,000 shares of the Company’s common stock, par value $0.001 (“Common Stock”). The number of shares of Series G Preferred is subject to adjustment as set forth in the Agreement and beneficial ownership limitations set forth in the Series G Preferred Certificate of Designation, as described below. Reference is made to Item 3.02-Unregistered Sales of Equity Securities, below.

The number of shares of Series G Preferred are subject to adjustment at the six-month and twelve-month anniversaries of the Agreement, based upon the value of the shares compared to the proceeds generated for the Company by the Revenue Contacts. In addition, the conversion rights of 81 Logistics Group (or its designee) are subject to beneficial ownership limitations contained in the Certificate of Designation applicable to the shares of Series G Preferred, in relevant part, as follows:

“provided, however, that in no event shall any Holder be entitled to convert . . . [if] . . . the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates . . . and (2) the number of . . . shares issuable upon the conversion of [shares] of Series G Preferred Stock . . . would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the then outstanding shares of Common Stock.”

The Agreement provides, among other things, that 100% of the proceeds of each Revenue Contract be paid into an account designated by the Company and 81 Logistics Group (the Account”) and the Company shall then be responsible for disbursement of funds from the Account to the Seller, as set forth in each Revenue Contract with the remaining proceeds to be shared between 81 Logistics Group and the Company, which is subject to adjustment based upon the profit margins of each Revenue Contract.

On August 6, 2020, 27 Health Inc. (“27 Health”), the Company’s wholly owned subsidiary, entered into a Mentor-Protégé Agreement (“Mentor Agreement”) with Innovative Regulatory Risk Advisors LLC, a Texas limited liability company and, as a minority, Black owned company, is certified as an SBA 8(a) firm (“IRRA”) licensed to receive contracts from the U.S. Government on a no bid basis. Pursuant to the terms of the Mentor Agreement, which has a term of 3 years subject to a renewal for an additional 3 years and is subject to approval of the U.S. Small Business Administration’s Director, the Company will provide IRRA with funding support and business development planning in furtherance of IRRA’s business, which is to sell a wide variety of products, including petroleum and other energy products, to the U.S. Government.