![]() (c) At the Closing, Buyer shall deliver to the applicable party listed below the following: (b) At the Closing, Sellers shall deliver and surrender to Buyer (or to Buyer’s agent) the Certificates formerly representing the issued and outstanding Company Capital Stock. (a) Within two (2) Business Days of execution of this Agreement, Buyer shall pay to Sellers a cash payment equal to $5,000,000 and (ii) on or around November 1, 2019, Buyer shall pay to Sellers a cash payment equal to $1,000,000 (together, the payments under clauses (i) and (ii), the “ Deposit”), which Deposit shall be applied toward the Aggregate Purchase Price at Closing, or should the Closing not occur and this Agreement is terminated, such Deposit shall be fully refundable to Buyer by Sellers in accordance with Section 8.3. Section 2.2 of the Merger Agreement is hereby amended and restated in its entirety as follows: Amendments Relating to Merger Consideration.Ī. ![]() (f) any Excluded Liabilities (including the Hemp Operations Payable) ģ. Section 10.1(f) of the Merger Agreement is hereby amended and restated in its entirety as follows: ![]() Without limiting the foregoing, but for the avoidance of doubt, the Hemp Operations Payable is an Excluded Liability that shall not remain a Company obligation following the Closing.Ĭ. Payable shall include, without limitation, acknowledgment by NZ in a separate letter agreement that such payable is deemed satisfied and the Company no longer owes any such amounts or obligations to NZ or its affiliates and the letter agreement is deemed terminated with no further force or effect. Evidence of such payment or other satisfaction of the Hemp Operations Prior to Closing, the Sellers will cause the Company to pay in full or otherwise satisfy the Hemp Operations Payable and terminate that certain confirmation of payable agreement dated October 9, 2019, so that as of Closing, the Company shall not owe any payables or any other amounts or obligations to NZ Newco, LLC, a Kentucky limited liability company (“ NZ”). Section 9.6 of the Merger Agreement is hereby amended and restated in its entirety as follows: (p) Sellers shall provide evidence satisfactory to Buyer that the Hemp Operations Payable has been paid or satisfied by the Company in full prior to Closing.ī. Section 7.3(c) of the Merger Agreement is hereby deleted and replaced as Section 7.1(p) of the Merger Agreement as follows: In exchange for the amendments to certain terms and conditions of the Merger Agreement as set forth herein, each of Buyer and Sellers hereby waives the closing condition set forth in Section 7.3(b) that requires completion of the RTO prior to Closing.Ī. NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:Ī. WHEREAS, the parties desire to amend certain terms and conditions of the Merger Agreement as set forth herein in accordance with the terms of Section 11.4 of the Merger Agreement and to provide for the joinder of certain additional parties to the Merger Agreement. 1 to Agreement and Plan of Merger dated as of Novem(as amended, the “ Merger Agreement”) and WHEREAS, the parties entered into that certain Agreement and Plan of Merger, dated as of October 9, 2019, as amended by that Amendment No. and Arthur VanWingerden and Ken VanWingerden, as Sellers. 2 TO AGREEMENT AND PLAN OF MERGER (this “ Amendment”) is made effective as of January 9, 2020, by and among Michicann Medical Inc., Mid-American Growers, Inc., RWB Acquisition Sub, Inc.
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