Investors Agreement
This AGREEMENT is made and entered into as of July 01, 2022, by and among:
TLAR Group – 137 E. Marilyn Ave., Mesa, Arizona 85210
(referred to collectively as "Shareholders" and individually as "Shareholder"), and Lost
Dutchmen Cannabis Co. (“the Company” whose official address is 4722 E Ivy St., Mesa,
Arizona 85205. The Shareholder and Company collectively referred to as the “Parties” or
individually as the “Party” and includes that Party’s successors and assigns.
RECITALS
The Shareholders are all the shareholders of Lost Dutchmen Cannabis Co. ("the
"), a Arizona .
The Shareholders believe it is in their best interest to unanimously agree to terms below
related to the operation, management and control of the in order to achieve
harmonious balance and direction.
AGREEMENT
In consideration of the agreements herein contained, the Shareholders agree as follows.
1. Shares Subject to This Agreement.
Each of the Shareholders owns the number of shares of common stock listed
below: TLAR Group – 10,000,000
The shares listed above constitute all of the issued and outstanding capital stock of the
. The acknowledges receipt from each
Shareholder of the full consideration for the respective shares purchased by said
Shareholder, and each Shareholder acknowledges receipt of certificates representing his or
her shares. All of the shares listed above and any additional shares of the capital stock of the
that may be acquired by the Shareholders in the future shall be subject
to this Agreement.
2. Management and Control.
a. Board of Directors. Subject to Section 1, during the term of this Agreement the Board of
Directors of the shall consist of all of the Shareholders, and annual or
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other elections of directors are waived. The shall be managed and
controlled in accordance with this Agreement. Neither the Board nor the Shareholders
shall be required to hold annual, regular, or special meetings, and any action or decision
made by the Board or the Shareholders may be evidenced by any writing executed by the
requisite number of Shareholders as specified in this Agreement, or otherwise as the
Shareholders may agree in writing. Each Shareholder, as a member of the Board, however,
agrees as such to consent to or vote in favor of any resolutions as may be required by persons
with whom the
may have business dealings, such as, but not limited to, financial
institutions and governmental agencies, to evidence corporate approvals or authorizations.
Any Shareholder may authorize in writting any other Shareholder to represent or act as
proxy for the former at any meeting according to the written instructions, general or
specific, of the authorizing Shareholder.
b. Managing Shareholder. Except as set forth in this Section, Russell MacDonald, or
his/her duly appointed successor (the "Managing Shareholder") shall manage, control, and
operate the business and affairs of the as President and General Manager within
the scope of authority stipulated by the Board . without any further action or approval by
the Shareholders or the Board. The Managing Shareholder may be changed from time to
time with the Consent of a the Shareholdersa simple majority of the Shareholders ie more
than half of the Shareholders) subject to the terms of any employment agreement between
the and the Managing
Shareholder. The Managing Shareholder shall not have the power or authority, without the
Consent of the Shareholders to:
Sale, lease, exchange, or other disposition of all or substantially all of the corporation’s
assets. Investing corporate funds (other than short-term cash management).
Establishing or changing dates of regular meetings of stockholders and
directors. Election and removal of directors.
Dissolution of the corporation.
c. Books, Records, and Reports. The Managing Shareholder shall cause the Board to
maintain the books, records, and other documents required by the Law. Notwithstanding
any waiver thereof contained in the Bylaws of the Board, the Managing Shareholder shall
cause the Board to furnish to the Shareholders an annual audited report.
d. Conduct of Business. The Managing Shareholder agrees to use the Shareholder’s best
efforts to cause the business of the to be conducted in accordance with
sound business practices, in a lawful manner, and to endeavor to preserve for the
the goodwill of its suppliers, customers, employees, and others
having business relations with it.
e. Shareholder Meetings. There shall be one monthly regular meeting of Shareholders of
the
. This meeting will be held on the second Monday of every month.
f. Employment of Shareholders. The Shareholders shall hold the following offices of the
, so long as they hold shares of stock of the , are
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active in the business of the and are able to perform their duties and
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responsibilities:
President: Russell MacDonald
Vice President: Cassandra Chavez
Director: Jordan Higa
Secretary: Jordan Higa
Treasurer: Cassandra Chavez
g. Termination of an Officer or Shareholder. Shareholders may be terminated from assigned
posts through the consent of the President, Vice President, Director, and at least a 50%
majority of remaining shareholder’s votes. Termination shall become effective upon the
votes of the before named parties being collected and quantified. Such votes may take
place at the monthly Shareholder meeting or special meeting session held after 10 days’
written notice has been given to the Shareholders and Officers, of a written resolution
finding that the Shareholder has:
– Failed to fulfill their responsibilities or duties as an Officer
– Engaged in misconduct or a willful breach of this Agreement
– Ceased to hold shares in the
– Been convicted by any court of any offense punishable as a felony
– Maked an assignment or agreement for the benefit of the ‘s creditors
– Acting in unfaithfulness to the company (Lost Dutchmen Cannabis Co.).
– Incompetence of Duty and Responsibility.
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In the event of any such Shareholder termination, the terminated Shareholder agrees to sell
to the , and the agrees to purchase, in proportion to
the shares of the then owned by them, the shares of the
then owned by the terminated Shareholder at a purchase price of $0.10
per share or $5,000, whichever is less. The purchased share shall then be distributed
amongst the remaining Shareholders on a pro rata basis according to the percentage of the
aggregate shares already owned by each remaining Shareholder. The terminated
Shareholder shall be entitled to receive any previous distribution or previously agreed
upon amounts from the only for the period
ending on the date of termination.
h. Voting of Shares. Each Shareholder shall vote or cause to be voted the shares of capital
stock of the held for record or owned beneficially by the Shareholder in
such a manner as will carry out the intents and purposes of, and effectuate and implement
all of the covenants and agreements in this Agreement.
3. Distributions.
a. Determination of Net Income or Loss. For the purposes of this Agreement, the net income
or loss of the for any accounting period shall be its gross income less
the
‘s expenses during that period, determined on an accrual basis in
accordance with generally accepted accounting principles. Gross income shall include, but
shall not be limited to, amounts received upon or in respect of investments of the
, gains realized upon the sale or disposition of any property, and any
other income received by the . Expenses
shall include, but shall not be limited to, the expenses of conducting the business, salaries,
interest on any loans or borrowings by the including any
loans or advances to the by any
Shareholder, taxes and assessments assessed to the or levied upon
its properties and payable by it, depreciation of and losses on the ‘s
property (using any method of depreciation the Managing Shareholder deems
appropriate), bad debts and contingencies for which reserves should properly be
established, and any and all other expenses incidental to the conduct of the business of the
.
b. Regular Distributions of Net Income. Unless the Managing Shareholder shall
determine in good faith that the reasonably needs to retain the same to meet its
obligations or to maintain a sound financial condition in light of the
‘s reasonable financial needs, the net income of the in excess of 2.5 times
monthly expenses shall be distributed by the quarterly, proportionate
to the percentage of shares owned by each Shareholder.
4. Dissolution.
a. Restrictions on Voluntary Dissolution. The simple majority minimum of 50% of
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Consent of the Shareholders shall be required to approve the voluntary
dissolution of the
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and each Shareholder waives any right to the taking of that action by the
approval, consent, or vote of a lesser percentage.
b. Procedures During Winding Up. On commencement of dissolution proceedings
either by election of all Shareholders or otherwise, the will cease to carry on
business except as necessary to wind up its business and distribute its assets. The
Managing Shareholder will perform the following acts, as necessary, to wind up the affairs
of the
:
Employ agents and attorneys to liquidate and wind up the affairs of the
;
Continue the business as necessary for the winding up of the affairs of the
;
Carry out contracts and collect, pay, compromise, and settle debts and claims for or
against the ;
Defend suits brought against the ;
Sue, in the name of the , for all sums due to the
or recover any of its property;
Collect any amounts owing on subscriptions to shares or recover unlawful distributions;
Sell at public or private sale, exchange, convey, or otherwise dispose of all or any
part of the assets of the for cash in an amount considered reasonable by
the President, or his or her appointee(s); Make contracts and take any steps in the name
of the that are necessary or convenient in order to wind up the
affairs of the .
c. Distribution of Assets on Dissolution. The Managing Shareholder will apply the assets of
the in the following order:
To all debts and liabilities of the in accordance with the
law, including the expenses of dissolution and liquidation, but excluding any
debts to a Shareholder;
To all senior debts to a Shareholder in accordance with the terms of any
subordination agreement;
To the accrued and unpaid interest on unsubordinated debts to a
Shareholder; To the principal of unsubordinated debts to a Shareholder;
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To undistributed net profits of the , subject to the provisions of this
Agreement;
To repayment of the purchase price of the shares of the
actually paid by each Shareholder; and, finally,
To the Shareholders in proportion to the number of shares of the
held by each.
d. Distributions in Event of 0 Distributions within 12 months of Contract Signing. Any
contrary provision notwithstanding, tThe Managing Shareholder will provide a
payment of at least 148% of the original investment amount to the shareholders of ;t.he
Shareholders will also be entitled to rescind this agreement iIn the event of the company
having not been able to produce the revenue projected by TLAR group pay a single profit
distribution within 12 months of the contract signing. This will entail a refund of the
100,000 for 5% ownership of the Company, profits and any future growth of the Company.
The interest payable is at least 8,000 monthly for the preceding 6 months. This does not
include shareholder(s) who choose not to receive a distribution for any reason.
5. Voting.
a. Certain Voting Requirements. The consent of all Shareholders shall be required to approve
any of the following actions by the Board, and each Shareholder hereby waives any right to
the taking of any of such actions by approval, consent, or vote of a lesser percentage:
– Amendment, repeal, or alteration in any way of any provision of the Articles of
Incorporation or Bylaws of the
6. Restrictions On Transfer.
a. Restrictions on Transfer. To accomplish the purposes of this Agreement, any transfer,
sale, assignment, hypothecation, encumbrance, or alienation of any of the shares of the
, other than according to the terms of this Agreement is void and
transfers no right, title, or interest in or to those shares to the purported transferee, buyer,
assignee, pledgee, or encumbrance holder. Each Shareholder shall have the right to vote
shares held of record and to receive dividends paid on them until the shares are sold or
transferred in accordance with this Agreement.
b. Permitted Transfers. A Shareholder may transfer all or any part of his or her shares to: a
spouse or lineal descendants or to any trust solely for the benefit of the Shareholder or any
of the foregoing persons, provided that each such permitted transferee shall first agree in
writing to be bound by the terms and provisions of this Agreement. A Shareholder may
also transfer all or any part of his or her shares if that transfer is approved in writing by a
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simple majority of the aggregate of the remaining, untransferred shares.
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7. Dispute Resolution.
Alternative Dispute Resolution. The parties will attempt to resolve any dispute arising
out of or relating to this Agreement through friendly negotiations amongst the parties. If
the matter is not resolved by negotiation, the parties will resolve the dispute using the
below Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to this Agreement will be
submitted to mediation in accordance with any statutory rules of mediation. If mediation
does not successfully resolve the dispute, the parties may proceed to seek an alternative
form of resolution in accordance with any other rights and remedies afforded to them by
law.
8. Noncompetition, Trade Secrets.
a. Noncompetition. Each Shareholder agrees that as long as he or she is the owner, or in
control of, any of the ‘s shares, the Shareholder will not be employed,
concerned, or financially interested, either directly or indirectly, in the same or a similar
business as that conducted by the , or compete with the .
Unless otherwise agreed to in writing by no less than a 50% or greater majority of the
remaining Shareholders, a departing Shareholder will not be employed, concerned, or
financially interested, either directly or indirectly, in the same or a similar business as that
conducted by the
, or compete with the for a one-year period
following the date the departing Shareholder conveys his or her shares if any customers
of the same, similar, or competing business may be located within the state(s) of
operation of the principal places of business of the .
b. Trade Secrets. Each Shareholder acknowledges that the customer lists, potential
customer lists, trade secrets, processes, methods, technical information, standard
operating procedures, and associated knowledge of the operations of the and any other
matters are designated by the written consent of all Shareholders are valuable assets.
Unless he or she obtains the written consent of each of the other Shareholders, each
Shareholder agrees never to disclose to any individual and organization, except in
authorized connection with the
business of the , any customer list, or any name on that list, or any trade
secret, process, or other matter referred to in this paragraph while the Shareholder holds, or
has the control of, any shares of the , or at any later time.
This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or
criminal immunity to any individual for the disclosure of trade secrets: (i) made in
confidence to a federal, state, or local government official, or to an attorney when the
disclosure is to report suspected violations of the law; or (ii) in a complaint or other
document filed in a lawsuit if made under seal.
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9. Termination and Amendment.
a. This Agreement shall remain in effect until a simple majority of all the Shareholders)
agree to termination in writing. Notwithstanding an original issuance of shares by the to
a new shareholder who does not become a party to this Agreement, this Agreement shall
continue to the extent it is legally enforceable.
b. Either Party may request changes to the agreement, but they will only be effective if
agreed in writing, and signed by the shareholders’ simple majority and the Company.
This Agreement may be amended only by a written agreement executed and delivered
by each Shareholder.
10. Miscellaneous Provisions.
a. Waiver of Law. This Agreement does not alter or waive any provision of the Law. Unless
otherwise provided, failure by a party to enforce any of the terms or conditions of this Agreement shall
not be a waiver of their right to enforce the terms and conditions of this Agreement. A waiver by the
party of any right or benefit provided in this Agreement does not infer or permit a further waiver of that
right or benefit, nor does it infer or permit a waiver of any other right or benefit provided in this
Agreement.
b. except as expressly provided herein; provided, however, each Shareholder hereby
expressly waives the provisions of the Law to the full extent permitted by the Law in order
to uphold the provisions and validity of this Agreement and to cause this Agreement to be
valid, binding, and enforceable in accordance with its terms upon each of the Shareholders
and their respective transferees, successors and assigns.
c. Notices. Any notice under this Agreement shall be deemed sufficiently given by one
party to another if in writing and if and when delivered or tendered either in person or by
the deposit of it in the United States mail in a sealed envelope, registered or certified, with
postage prepaid, addressed to the person to whom notice is being given at that person’s
address appearing on the records of the or any other
address as may have been given by that person to the for the purposes
of notice in accordance with this subsection. A notice not given as above shall, if it is in
writing, be deemed given if and when actually received by the party to whom it is required
or permitted to be given. It is the responsibility of each Shareholder to ensure that the
has the Shareholder’s correct address to receive notice.
d. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Arizona. Any action to enforce this Agreement must be brought
within the state whose laws govern this Agreement.
e. Captions. Captions to sections, subsections, and paragraphs in this Agreement are
inserted for convenience only and shall not affect the construction or interpretation of this
Agreement.
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f. Counterparts and Duplicate Originals. This Agreement and all amendments may be
executed in several counterparts and each counterpart shall constitute a duplicate original
of the same instrument.
g. Successors. Anything in this Agreement to the contrary notwithstanding, any transferee,
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successor, holder, or assignee, whether voluntary, by operation of law, or otherwise, of the
shares of the shall be subject to and bound by this Agreement as fully as
though a signatory.
h. Severability. Any provision prohibited by, unlawful or unenforceable under any
applicable law of any jurisdiction shall as to that jurisdiction be ineffective without
affecting any other provision of this Agreement. To the full extent, however, that the
provisions of that applicable law may be waived, they are waived to the end that this
Agreement be deemed to be a valid and binding agreement enforceable in accordance with
its terms.
i. Recovery of Expenses. Except as provided in Section 7 with respect to alternative dispute
resolution, if a dispute arises with respect to this Agreement, the prevailing party shall be
entitled to recover all expenses, including, without limitation, reasonable attorneys’ fees and
expenses, incurred in ascertaining that party’s rights, in preparing to enforce, or in enforcing
that party’s rights under this Agreement, whether or not it was necessary for that party to
institute suit.
j. Remedies. The parties shall have all remedies for breach of this Agreement available to
them provided by law or equity. Without limiting the generality of the foregoing, the parties
agree that in addition to all other rights and remedies available at law or in equity, the
parties shall be entitled to obtain specific performance of the obligations of each party to
this Agreement and immediate injunctive relief and that in the event any action or
proceeding is brought in equity to enforce the same, no party Shareholder will urge, as a
defense, that there is an adequate remedy at law.
k. Third Parties. Nothing in this Agreement, whether express or implied, is intended to
confer any rights or remedies under or by reason of this Agreement on any persons other
than the parties to it and the and their respective permitted transferees,
successors, and assigns, nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third persons to any party to this Agreement or
to the
, nor shall any provision give any third person any right of
subrogation or action over or against any party to this Agreement. or the .
l. Time. Time is of the essence of this Agreement. It is stated that the shareholders of this
agreement are allowing a 6 month period where no distributions are mandatory to take
place. This time is for the renovations of the building located at 4722 E. Ivy St. Mesa,
Arizona 85205 to be completed. Should at least 50% of shareholders and 50% of company
officers be in agreement, this time period can be extended.
m. Filing of Agreement. A copy of this Agreement, as
amended from time to time, shall be filed with the Secretary of the for inspection
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