Summary Term Sheet, dated December 30, 2020, by and among iSun Energy, LLC, The Peck Company Holdings, Inc., Sassoon M. Peress, and Renewz Sustainable Solutions, Inc
Exhibit 2.1
BINDING
SUMMARY TERM SHEET
December 30, 2020
Mr. Sassoon M. Peress
CEO
iSun Energy LLC
4710 St-Ambroise Street
Unit 242
Montreal, Quebec H4C2C7
Canada
Dear Sass:
We are very pleased to submit a binding summary term sheet relating to the acquisition of iSun Energy LLC, a Delaware limited liability company (‘iSun”) by The Peck Company Holdings, Inc., a Delaware corporation (“PECK”). PECK, iSun, Sassoon M. Peress (“Peress”) and Renewz Sustainable Solutions, Inc., a Canadian corporation (“Renewz”) are together referred to as the “parties”. Upon execution of this Term Sheet, counsel to PECK will draft the definitive transaction documents (the “Definitive Agreements”) in order to consummate this Transaction (“Transaction”).
The Transaction is subject to approval by PECK’s Board of Directors, in their sole discretion (the Approval”).
The provisions of this Term Sheet are binding and it is understood that Term Sheet constitutes a statement of our agreements with respect to the Transaction.
Part A – Business Terms
| Merger | Through a statutory merger, iSun will merge with and into a wholly-owned subsidiary of PECK, Peck Mercury, Inc. The Merger shall qualify as a tax-free reorganization under Section 368(a) (1) (B) of the Internal Revenue Code of 1986, as amended. Shares issued in the Merger will be subject to a one-year lockup period after the issuance of such Shares. |
| Issuance of Shares/Warrants. | In consideration for acquiring 100% ownership interest in iSun, PECK will issue shares of PECK Common Stock (the “Shares”) to Peress, the sole member of iSun as follows:
200,000 Shares on January 8th, 2021 (Closing) 50,000 Shares on January 3rd, 2022 50,000 Shares on January 2nd, 2023 50,000 Shares on January 2nd, 2024 50,000 Shares on January 2nd, 2025 |
4050 Williston Rd. Ste 511, South Burlington, VT 05403
www.peckcompany.com
|
In addition, PECK shall issue to Peress Common Stock Purchase Warrants to acquire 100,000 shares of Common Stock at an exercise price equal to $12, 00 per share, exercisable after the closing stock price of PECK’S Common Stock is greater than or equal to $12 per share for 20 trading days in any 30-day period, such Warrants to expire upon the 2nd anniversary of issuance and contain a cashless exercise provision.
In addition, PECK shall issue to Peress Common Stock Purchase Warrants to acquire 100,000 shares of Common Stock at an exercise price of $25.00 per share, exercisable after the closing price of PECK’s Common Stock is greater than or equal to $25 per share for 20 trading days in any 30-day period, such Warrants to expire upon the 3rd anniversary of issuance and contain a cashless exercise provision. | |
| Due Diligence | From and after the date of acceptance of this Term Sheet, iSun will allow PECK and its advisors, full access to the books, accounts, records, tax returns, material contracts and other information, data, documents and materials for the purpose of PECK completing its due diligence reviews. |
| Closing | January 8, 2021 or as soon thereafter as practicable. |
| Intellectual Property Assignment | In consideration of the payment of $50,000 by PECK, Peress and Renewsz will irrevocably assign to PECK, all rights to all patented or un-patented, registered or unregistered intellectual property owned them, including, without limitation, the Canadian and United States registration for the mark: “iSun” . |
| Renewz Consulting Agreement | Renewz will execute a Consulting Agreement with Peck, to provide the services of Peress to include the following terms:
2021 Base Consulting Fee : $175,000 Signing Fee at Closing : $50,000 Annual expense account (car, phone, etc.): $24,000. This includes reasonable driving mileage but no other travel expenses. Vacation: Three weeks paid vacation each year |
Marketing Services Contract | Renewz will provide marketing and other services pursuant to a definitive marketing services contract.
PECK will issue additional Shares to Peress in connection with completion of certain milestones in the following projects:
Energos/Terrascale – 10,000 Shares for each $10,000,000 in invoiced revenue generated, 30,000 additional Shares for achieving $90,000,000 in aggregate invoiced revenue generated. Milestone awards available through December 31, 2023. (120,000 Shares available)
Parking/Infrastructure Fund – 10,000 Shares for each $10,000,000 in invoiced revenue generated, 30,000 additional Shares granted for achieving $90,000,000 in aggregate invoiced revenue generated. Milestone awards available through December 31, 2023. (120,000 Shares available) |
4050 Williston Rd. Ste 511, South Burlington, VT 05403
www.peckcompany.com
Part B – Legal Provisions
Execution of Definitive Agreements | PECK and iSun will work diligently and exclusively to consummate the Definitive Agreements by January 8, 2021 (the “Closing Date”). |
| No Shop | Through January 31, 2021 (the “ Exclusivity Date”), each of iSun, Peress and Renewz agrees it will not, directly or indirectly take any action to solicit, initiate, encourage or assist the submission of any proposal, negotiation or offer from any person or entity with respect to any merger, business combination, issuance of securities, reorganization, tender or exchange offer, or any similar transaction, or the sale or other disposition of a material portion of such party’s assets, and shall notify the other party promptly of any unsolicited inquiries by any third parties in regards to the foregoing. |
| Termination | This Term Sheet may be terminated by mutual written consent at any time. |
| Expenses | Each party agrees to bear their own costs/expenses for due diligence and other customary expenses up to and including the Definitive Agreements, the Approval and Closing. |
| Governing Law | This Summary Term Sheet shall be interpreted and governed by the laws of the State of Delaware. |
4050 Williston Rd. Ste 511, South Burlington, VT 05403
www.peckcompany.com
Please indicate your acceptance of the foregoing by executing and returning a copy no later than 5:00 P.M. Eastern Time, on Thursday, December 31, 2020.
| Sincerely, | AGREED AND ACCEPTED | |||
| The Peck Company Holdings, Inc. | iSun Energy LLC | |||
| By: | /s/ Jeffrey Peck | By: | /s/ Sassoon M. Peress | |
| Name: | Jeffrey Peck | Name: | Sassoon M. Peress | |
| Title: | Chief Executive Officer | Title: | Chief Executive Officer (Member) | |
| Date: | Dec 30, 2020 | |||
| Renewz Sustainable Solutions, Inc. | |||
| By: | /s/ Sassoon M. Peress | ||
| Name: | Sassoon M. Peress | ||
| Title: | CEO | ||
| Date: | Dec 30, 2020 | ||
| /s/ Sassoon M. Peress | |||
| Sassoon M. Peress, Individually | |||
| Date: | |||
4050 Williston Rd. Ste 511, South Burlington, VT 05403
www.peckcompany.com
