Sungold Holdings, LLC entered into an agreement to acquire Sunvalley Solar Tech, Inc. from Sunvalley Solar, Inc. (OTCPK:SSOL) for $4.5 million on February 11, 2015. The sale price is $2.5 million plus 5% of all of Sunvalley Solar Tech's gross sales during 2015 through 2018, which could increase the sale price to $4.5 million. Sungold Holdings shall deposit $0.1 million of the purchase price into a fully refundable escrow within 5 days from the execution of the agreement.

Upon the close of escrow said deposit and all accrued interest shall be applicable to and credited towards the purchase price. Upon close of escrow, Sungold Holdings shall pay Sunvalley Solar the minimum purchase price of $2.5 million in cash which shall include the escrow deposit. Beginning on or before January 31, 2016, and every year or until Sungold Holdings has paid Sunvalley Solar the maximum purchase price of $4.5 million, Sungold Holdings shall pay Sunvalley Solar 5% of all of Sunvalley Solar's gross sales revenue from the previous calendar year.

Escrow shall close on or before March 20, 2015. The transactions contemplated by the agreement are subject to certain conditions including approval of its due diligence.