ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On February 27, 2020, the Company, James E. Frye ("Frye") and 5J Oilfield
Services LLC ("5J Oilfield") entered into a membership interest purchase
agreement ("Purchase Agreement") pursuant to which the Company acquired 100% of
the membership interests of 5J Oilfield from Frye in exchange for certain
consideration, which included the issuance to Frye of 6,000 shares of SMGI
Series B Convertible Preferred Stock, with a stated value of $1,000 per share in
accordance with the Certificate of Designation of Preferences, Rights and
Limitations of 5% of Series B Convertible Preferred Stock dated effective
January 1, 2020 ( "SMGI Preferred Shares").
On December 31, 2020, the Company, Frye and 5J Oilfield entered into an
Amendment and Partial Recission of Membership Interest Purchase Agreement
("Recission Agreement"), effective as of February 27, 2020 (the "Effective
Date"), pursuant to which the parties agreed to rescind the issuance of the SMGI
Preferred Shares to Frye as of the Effective Date. There have not been any
distributions, payments or other transactions effected with respect to the SMGI
Preferred Shares between the issuance date and the date of the Recission
Agreement. After this transaction was completed, none of the SMGI Preferred
Shares are issued and outstanding.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
10.20 Amendment and Partial Recission of Membership Interest Purchase
Agreement ("Recission Agreement"), effective as of February 27, 2020
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