Exhibit 10.2


 


BUYER’S AGREEMENT


 


This Buyer’s Agreement (this
“Agreement”) is made as of this 25th day of June 25, 2020 (the “Effective Date”), by and among Engage
& Excel Enterprises Inc., an Ontario Corporation (“Service Provider”) and Stran Promotional Solutions,
a Massachusetts Corporation (“SPS”).


 


WHEREAS, SPS desires that
the Service Provider President Alan Chippindale perform certain roles to help effectively and strategically engage and buy a client segment
of Wildman Business Group (“WBG”) Imprints division (the “CSWI”), along with the services as outlined
in the Process herein (the “Services”); and


 


WHEREAS, the Service Provider
desires to provide the Services to SPS, all upon the terms and conditions contained herein;


 


NOW THEREFORE, in consideration
of the premises and mutual covenants contained herein, it is agreed as follows:


 


1. SERVICES:


 


		(a)	PROCESS: The services outlined will be provided in the
following manner (allowing flexibility to the unique style and dynamics of SPS):



 


a. After consultation with SPS to
perform an initial business assessment of CSWI and desired outcome, Service Provider will:


 


	 	i.	Outline and document the ideal characteristics/success factors.


 


	 	ii.	Review CSWI CIM (confidential information memorandum: a comprehensive summary and proposed strategic opportunity) profile.


 


	 	iii.	Facilitate and join ongoing conference calls, Web calls and WBG visit to SPS in Boston.


 


	 	iv.	As the process evolves between SPS and WBG, Service Provider will work with SPS to help strategically define, negotiate and document steps leading to the closed Sale, including assisting in the coordination of due diligence by SPS of CSWI. Service Provider will help develop all base documents typically involving a Letter of Intent and Final PSA Agreements and ancillary documents. At that time each party will have their own professional advisors involved.


 


Service Provider will share
all of their experience and contribute to terms negotiation and document development. Service Provider has no authority to bind or commit
SPS on any contract, agreement or note, or to execute on SPS’s behalf any other instrument or document of any type whatsoever. All final
decisions with respect to any transaction or agreement and/or any binding actions are within the sole and exclusive discretion of SPS.


 






     


     


    




 


2. SERVICE FEES AND
TRANSACTION FEE:


 





	 	(a)	ENGAGEMENT SERVICE FEE:


 


Upon SPS’s decision to engage
Service Provider, SPS will pay to Service Provider, within 7 days, a $0 (Zero) US Engagement Service Fee for compensation associated
in managing the Process up until, but not including to completion of a fully executed Letter of Intent with a prospective Seller.


 


	 	(b)	SERVICE FEE FOR SUCCESSFUL COMPLETION OF LETTER OF INTENT:


 


Upon execution of a fully executed
Letter of Intent with Buyer, SPS will pay to Service Provider, within 7 days, a $0 (Zero) US Letter of Intent Fee for compensation
associated in managing the Letter of Intent Process to completion.


 


	 	(c)	SERVICE FEE FOR SUCCESSFUL COMPLETION OF PURCHASE AND SALE AGREEMENT: 


 


Upon execution of a fully executed
Purchase and Sale Agreement with WBG, SPS will pay to Service Provider, within 7 days, a $20,000 US PSA Completion Fee for compensation
associated in helping manage the stages of engagement, Letter of Intent, Due Diligence and the Purchase & Sale Agreement Process to
completion.


 


	 	(d)	TRANSACTION FEE: 


 


Subsequent to the completed Purchase
and Sale Agreement and close, SPS will pay to Service Provider an annual transaction fee for two years as follows:


 


	 	●	Within 30 days of the completion of year 1 post close, a transaction fee equal to 1.5% of Contribution Margin generated through the purchased accounts from WBG, during the first 12 months. (not to include payments for inventory).


 


	 	●	Within 30 days of the completion of year 2 post close, a transaction fee equal to 1.5% of Contribution Margin generated through the purchased accounts from WBG, during months 13-24. (not to include payments for inventory).


 


	 	●	Service Provider will be available to SPS to provide oversight to the transition plan and performance reviews with SPS and the WBG, throughout this 2 year period.


 






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3. TERM
AND TERMINATION: The term of this Agreement shall be for a period of twelve (24) months (the “Term”)
form the effective date of the Purchase & Sale. Service Provider shall commence providing the Services as of the date hereof and
shall continue for the duration of the Term.


 


4. PAYMENT OF FEES:


 


(a)
Service Fees: All Service Fees earned shall be payable in full in cash within 7 days of the completion.


 


(b)
Transaction Fees: The Transaction Fees shall be payable in full in cash within 30 days of the completion of each of year 1 and
year 2.


 


5. CONFIDENTIALITY: The
Service Provider acknowledges that during the Service Provider’s engagement for Services with SPS, the Service Provider will
acquire, be exposed to and have access to, material, data and information of SPS and/or its affiliates, customers or clients that is
confidential, proprietary, and/or a trade secret. At all times, both during and after the termination of this Agreement, the Service
Provider shall keep and retain in confidence and shall not disclose, except as required during the Service Provider’s
engagement for Services with SPS, to any person, firm or corporation, or use for his own purposes, any of this proprietary,
confidential or trade secret information. For purposes of this Section, such information shall include, but shall not be limited to:
sales methods, information concerning customers and clients, advertising methods, financial affairs or methods of procurement,
marketing and business plans, contract terms, strategies, projections, business opportunities, client lists, sales and cost
information and financial results and performance of SPS and its affiliates. The Service Provider acknowledges that the obligations
pertaining to the confidentiality and non-disclosure of information shall remain in effect during and after the Term of this
Agreement, until SPS has released any such information into the public domain, in which case the Service Provider’s obligation
hereunder shall cease with respect only to such information so released. In the event of the Service Provider’s breach or
threatened breach of any provision of this paragraph 5, SPS shall be entitled to seek preliminary and permanent injunctive relief or
other appropriate equitable relief, without proof of actual damages or the posting of a bond, in addition to any other remedies
available to SPS at law or in equity.


 


6. GOVERNING
LAW: This Agreement shall be construed in accordance with and governed by the laws of the State of Massachusetts,
without regard to conflict of laws principles. Each of the parties expressly acknowledges and agrees that the federal courts located
in Boston, MA shall be the exclusive jurisdiction within which to resolve all questions, disputes, controversies or litigation
pertaining to this Agreement. Each of the parties expressly agrees to submit to the jurisdiction of such courts and waives any
objection it may now or hereafter have to venue or convenience of forum.


 






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7. OTHER
PROVISIONS:


 


(a) Entire Agreement. This Agreement contains the
entire understanding between the parties hereto.


 


(b) Severability. If any provision contained
in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.


 


(c)
Assignment. Neither this Agreement nor any right or interest hereunder shall be assignable by the Service Provider without the
prior written consent of SPS. SPS may transfer or assign its rights and interest in this Agreement to any of its affiliates without the
prior written consent of the Service Provider; provided that the assignee must assume all obligations of SPS under this Agreement.


 


(d)
Binding Agreement. This Agreement shall be binding upon, and inure to the benefit of the Service Provider and SPS and their respective
permitted successors and assigns.


 


(e)
Amendment or Modification. This Agreement may not be modified or amended except by an instrument in writing signed by both the
parties hereto.


 


(f) Waiver. No
delay or omission by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power or
privilege, nor shall any single or partial exercise of any right, power or privilege preclude any further exercise thereof or the
exercise of any other right, power or privilege. The provisions of this Section cannot be waived except in writing signed by both
parties.


 


(g)
Notices. Any and all notices, requests, demands and other communications required or otherwise contemplated to be made under this
Agreement shall be provided by one or more of the following means and shall be deemed to have been duly given (a) if delivered personally,
when received; (b) if transmitted by facsimile, on the date of transmission with receipt of a transmittal confirmation, or (c) if sent
by registered or certified mail, postage prepaid, return receipt requested, or by a third party company or governmental entity providing
delivery services in the ordinary course of business, which guarantees delivery on a specified date:


 


If to the Service Provider:


 


Alan Chippindale


 


Engage & Excel Enterprises Inc.


39 Queen’s
Quay E.,#614





Toronto, ON M5E 0A5


 


If to SPS:


 


Stran Promotional Solutions





2 Heritage Drive,


Quincy, MA 02171


Attention: Andy Shape


 


or to such other address as any party hereto may designate by complying
with the provisions of this Section.


 


Such notice shall be deemed
given (i) as of the date of written acknowledgment by the Service Provider or an officer of SPS if delivered by hand, (ii) seventy-two
(72) hours after deposit in mail if sent by registered or certified mail or (iii) on the delivery date guaranteed by the third-party delivery
service if sent by such service.


 


Rejection or other refusal
to accept or inability to deliver because of changed address of which no notice has been received shall not affect the date upon which
the notice is deemed to have been given pursuant hereto. Notwithstanding the foregoing, no notice of change of address shall be effective
until the date of receipt hereof.








 


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IN WITNESS WHEREOF, the parties
have executed this Agreement under seal as of the Effective Date first written above.


 





	 	SERVICE PROVIDER:
	 	 	 
	 	ENGAGE & EXCEL ENTERPRISES INC.
	 	 	 
	 	By:	/s/ Alan Chippindale 	(SEAL)
	 	Name:	Alan Chippindale
	 	Title: 	PRESIDENT






 


	 	COMPANY:
	 	 	 
	 	STRAN PROMOTIONAL SOLUTIONS
	 	 	 
	 	By:	/s/ Andy
    Shape	SEAL)
	 	Name:	Andy Shape
	 	Title: 	PRESIDENT









 






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