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SRNA > SEC Filings for SRNA > Form 8-K on 4-Apr-2014All Recent SEC Filings

Show all filings for SURNA INC.

Form 8-K for SURNA INC.


4-Apr-2014

Entry into a Material Definitive Agreement


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 31, 2014 the Board of Directors of SURNA entered into a binding Membership Interest Purchase Agreement with Hydro Innovations, LLC, a Colorado limited liability company, subject to audit and valuation, wherein SURNA acquired 100% of the Membership Interests of Hydro Innovations, LLC as well as all assets of the Company, all Hydro Innovation, LLC intellectual property, trade names, customer lists, physical properties and any and all leasehold interests in those venues where such business(es) are located and operating.

Furthermore SURNA entered into an exclusive license agreement, in perpetuity, for the use of Stephen Keen and Brandy Keen's provisional patent pending #61/940578 air conditioning condenser attachment for high efficiency liquid chillers ("Chiller Patent"), and rights appurtenant thereto, including exploitation of the Trademarked "Heat Shield" brand and any and all other intellectual properties now existing or otherwise created by Stephen Keen and Brandy Keen.

Under the terms of the License Agreement, Stephen Keen and Brandy Keen will be entitled to receive a 10% commission on net revenue (defined as gross revenue less directly cost of goods sold and installation costs) derived from the sale and installation from all products using the licensed intellectual property.

The total purchase price to be paid to Stephen and Brandy Keen for the interests and all lease assignments shall be Five Hundred Thousand Dollars and No Cents ($500,000.00). The valuation of the subject property is subject to an audit to confirm the value. If the value is less than the $500,000.00 estimate then the total purchase price shall be subject to redetermination. The $500,000.00 shall be paid $250,000.00 in cash or common SRUNA stock, at SURNA's sole discretion, spread over five (5) payments of $50,000.00 each and a Promissory Note for $250,000.00.


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