Shurepower, LLC entered into an agreement and plan of merger to acquire United States Basketball League, Inc. (OTCPK:USBL) from Erop Enterprises Llc, Equity Markets Advisory Llc and others in a reverse merger transaction for $27.7 million on November 23, 2022. As consideration for the Merger, at the Closing, USBL will issue to Shorepower Members that number of shares of USBL Common Stock constituting 55% of the issued and outstanding shares of USBL common stock that would equal 22,420,000 shares assuming that USBL closes a financing immediately prior to the Merger of $480,000 and 2,000,000 Series B Preferred. Each share of Series B Preferred has the voting power when voting with the holders of USBL Common Stock of 40 votes per share. Shorepower shall receive additional shares of USBL Common Stock upon achieving the following milestones; (a) An additional 2.5% of the issued and outstanding USBL Common Stock upon the completion of either (i) the conversion of 75 existing connection points to Level 2 or greater or the (ii) installation of 75 new connection points to revenue producing stations in the first 12 months or some combination of the two yielding 75 units; (b) An additional 2.5% of the of the issued and outstanding USBL Common Stock upon (i) the application for $10M in grants and/or the (ii) the award of $1.0 million in grants in the first 18 months; (c) An additional 2.5% of the issued and outstanding USBL Common Stock outstanding upon the completion of acquisitions in the first 24 months generating no less than $3.0 million in gross revenues; (d) An additional 500,000 shares of USBL Common Stock upon acquiring or hiring key personnel in the first six (6) months after the Effective Date.

Transaction is subject to several closing conditions, including satisfactory completion of due diligence reviews by each party to the Merger Agreement, USBL completing a stock and warrant financing to have a minimum of $480,000 in cash at closing, all Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made, USBL shall have consummated the Reorganization, USBL shall have obtained and delivered to Shorepower at or prior to the Closing the resignation of its directors and each officer of USBL, approval of Shorepower shareholders and other closing conditions. The transaction is expected to close in January 2023. Ernest M. Stern of Culhane Meadows PLLC acted as legal advisor to United States Basketball League, Inc.

Shurepower, LLC completed the acquisition of United States Basketball League, Inc. (OTCPK:USBL) from Erop Enterprises Llc, Equity Markets Advisory Llc and others in a reverse merger transaction on March 22, 2023.