ALJ Regional Holdings, Inc. (OTCPK:ALJJ) acquired Ranew's Truck & Equipment Company, Llc, Ranew's Outdoor Equipment, Inc., Ranew's Management Company, Inc., Ranew's Well Services Division, LLC, Ranew's Companies LLC and Ranew's Of Texas, Incorporated from Lester and Susan Ranew on September 28, 2022. The consideration is of $20.8 million in terms of ALJ Regional Holdings's stocks. The consideration is subject to certain purchase price adjustments and certain earn-out payments. The Purchase Agreement includes two (2) earn-out payments in favor of Lester Ranew. Each earn-out payment is equal to the product of the increase in the adjusted EBITDA over EBITDA in the trailing twelve month period prior to the applicable earn-out payment date multiplied by 3.25. As a result of the transactions, ALJ Regional acquired 100% of the equity interests of Ranew's Truck & Equipment Company, LLC, Ranew's Outdoor Equipment, Inc., Ranew's Management Company, Inc., Ranew's Well Services Division, LLC, Ranew's Companies, LLC and Ranew's of Texas, Incorporated. At the closing, ALJ Regional issued Ranew 19.99% of the equity interests in ALJ Regional in consideration of the rollover of certain of Ranew's equity interests. ALJ and the ALJ Regional have entered into a stockholders' agreement with Ranew providing for certain customary rights, as well as a purchase/sale right commencing on the fifth (5th) anniversary of the closing date to cause ALJ to either, at ALJ's election, (i) purchase all of the common stock of ALJ Regional held by Lester Ranew or (ii) sell to Lester Ranew all of the common stock of ALJ Regional held by ALJ, in each case, at a value determined by Lester Ranew. Effective as of the closing date, ALJ has entered into employment agreements with each of (i) Robert Brock, as Chief Executive Officer, (ii) Clay Harmon, as Chief Financial Officer and (iii) Blake Reeves, as Director of Operations. The employment agreements include customary terms, including annual bonuses based upon increases in EBITDA.

ALJ Regional Holdings, Inc. (OTCPK:ALJJ) completed the acquisition of Ranew's Truck & Equipment Company, Llc, Ranew's Outdoor Equipment, Inc., Ranew's Management Company, Inc., Ranew's Well Services Division, LLC, Ranew's Companies LLC and Ranew's Of Texas, Incorporated from Lester and Susan Ranew on September 28, 2022.