SHARE EXCHANGE AGREEMENT among: WEED Inc., a Nevada corporation; Sangre AT, LLC, a Wyoming limited liability company Dated as of April 20, 2017
Exhibit 10.4
among:
WEED Inc.,
a Nevada corporation;
Sangre AT, LLC,
a Wyoming limited liability company
Dated as of April 20, 2017
|
|
Table of Contents
|
|
Page
|
|
|
ARTICLE I
ACQUISITION AND EXCHANGE OF WEED SHARES
|
1
|
|
|
1.1
|
The Agreement
|
1
|
|
1.2
|
Exchange of WEED Shares
|
1
|
|
1.3
|
Closing
|
2
|
|
ARTICLE II
REPRESENTATIONS AND WARRANTIES
|
2
|
|
|
2.1
|
Representations and Warranties of WEED
|
2
|
|
2.2
|
Representations and Warranties of the Sangre Members
|
3
|
|
ARTICLE III
CONDITIONS TO CLOSING
|
5
|
|
|
3.1
|
Conditions to Sangre Obligations
|
5
|
|
3.2
|
Conditions to WEED’s Obligations
|
6
|
|
ARTICLE IV
definitions
|
6
|
|
|
4.1
|
Definitions
|
6
|
|
ARTICLE V
MISCELLANEOUS
|
7
|
|
|
5.1
|
Termination of Rights and Obligations under the Operating
Agreement
|
7
|
|
5.2
|
Resignations
|
7
|
|
5.3
|
Amendment to Charter Documents
|
7
|
|
5.4
|
Representation and Acknowledgement
|
7
|
|
5.5
|
Consultation with Independent Counsel
|
7
|
|
5.6
|
Limits of Remedy and Liability
|
7
|
|
5.7
|
Expenses
|
8
|
|
5.8
|
Necessary Actions
|
8
|
|
5.9
|
Notices
|
8
|
|
5.1
|
Parties in Interest
|
8
|
|
5.11
|
Severability
|
8
|
|
5.12
|
Survival of Representations, Warranties, Covenants and
Agreements
|
8
|
|
5.13
|
Entire Agreement
|
9
|
|
5.14
|
Waiver
|
9
|
|
5.15
|
Amendment
|
9
|
|
5.16
|
No Assignment; Binding Effect
|
9
|
|
5.17
|
Governing Law
|
9
|
|
5.18
|
Counterparts
|
9
|
|
|
THIS
SHARE EXCHANGE AGREEMENT (“Agreement”)
dated as of April 20, 2017 is made and entered into by and among
WEED Inc., a Nevada corporation (“WEED”)
and the members of Sangre AT, LLC, a Wyoming limited liability
company (“Sangre”),
identified on Schedule A hereto. Each
member may be referred to herein as a “Sangre
Member” and together as “Sangre
Members”. Sangre Members and WEED may be referred to
in this Agreement collectively as “Parties”
and individually as a “Party”.
RECITALS
WEED
desires to acquire all of the issued and outstanding limited
liability company membership interests of Sangre (the
“Sangre Membership
Interests”) solely in exchange for an aggregate of
Five Hundred Thousand (500,000) shares of common stock, par value
$0.001 per share, of WEED (the “WEED
Shares”). The Sangre Members desire to exchange all of
their Sangre Membership Interests solely for the WEED Shares in the
amount set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the premises and mutual
representations, warranties and covenants herein contained, the
Parties hereby agree as follows:
ARTICLE
I
ACQUISITION AND
EXCHANGE OF WEED SHARES
1.1 The Agreement. The Parties
hereby agree that, at the closing of the transactions contemplated
hereby (the “Closing”),
WEED shall acquire all of the issued and outstanding Sangre
Membership Interests solely in exchange for an aggregate of Five
Hundred Thousand (500,000) WEED Shares at a deemed price of $1.00
per share of WEED Common Stock (the “Share
Exchange”), which, immediately following such issuance
and exchange, shall represent [_____]% of the outstanding shares of
common stock, par value $0.001 of WEED (“WEED Common
Stock”). The Parties hereto agree that at the Closing,
Sangre will become a wholly-owned subsidiary of WEED subject to the
conditions and provisions herein.
1.2 Exchange of WEED
Shares.
(a) At the Closing,
WEED will cause to be issued and held for delivery to the Sangre
Members or their designees, stock certificates representing in the
aggregate the WEED Shares, in exchange for all of the issued and
outstanding Sangre Membership Interests, which Sangre Membership
Interests will be delivered to WEED at the Closing.
(b) The WEED Shares of
WEED Common Stock to be issued pursuant to paragraph (a) of this
Section 1.2
will issued to the Sangre Members or as directed thereby as set
forth in Schedule 1.2(b).
1
(c) All WEED Shares of
WEED Common Stock to be issued hereunder shall be deemed
“restricted
securities” as defined in Rule 144 under the
Securities Act of 1933, as amended (the “Securities
Act”), and the Sangre Members hereby represent that
they are acquiring the WEED Shares for investment purposes only and
without the intent to make a further distribution of such WEED
Shares. All WEED Shares of WEED Common Stock to be issued under the
terms of this Agreement shall be issued pursuant to an exemption
from the registration requirements of the Securities Act, under
Section 4(2) of the Securities Act and the rules and
regulations promulgated thereunder. Certificates representing the
WEED Shares of WEED Common Stock to be issued hereunder shall bear
a restrictive legend in substantially the following
form:
The WEED Shares represented by this certificate have been acquired
for investment and have not been registered under the Securities
Act of 1933, as amended, or under the securities laws of any state
and may not be offered for sale, sold, or otherwise disposed of,
except in compliance with the registration provisions of such Act
and all applicable state securities laws or pursuant to an
exemption from such registration provisions.
1.3 Closing. The Closing will take
place when the last of the conditions set forth in Article III are
satisfied or waived and at a date, time and place (the
“Closing
Date”) to be mutually agreed upon by the Parties
hereto. At the Closing:
(a) 1Sangre will deliver to WEED membership
certificates or other evidences representing all of the issued and
outstanding Sangre Membership Interests as reasonably requested by
WEED, duly endorsed, so as to make WEED the holder thereof, free
and clear of all Encumbrance; and
(b) WEED will deliver
to, or at the direction of, the Sangre Members, in accordance with
Schedule 1.2(b) hereof,
stock certificates representing an aggregate of Five Hundred
Thousand (500,000) WEED Shares of WEED Common Stock, which
certificates will bear a restrictive legend in the form customarily
used with restricted securities and as set forth in Section 1.2(c)
above.
ARTICLE
II
REPRESENTATIONS AND
WARRANTIES
2.1 Representations and Warranties of
WEED. WEED hereby represents and warrants to, and agrees
with, the Sangre Members, as of the date hereof and as of the
Closing Date, as follows:
(a) Corporate
Existence. WEED is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Nevada. WEED has full corporate power and authority to execute and
deliver this Agreement.
(b) Corporate Power. WEED has all
requisite legal and corporate power and authority to execute and
deliver this Agreement, to issue the WEED Shares, and to carry out
and perform its obligations under the terms of this
Agreement.
_____________________________
1 Are there
certificates?
2
(c) Authority. The execution and
delivery by WEED of this Agreement, and the performance by WEED of
its obligations hereunder, have been duly and validly authorized by
the Board of Directors of WEED. This Agreement has been duly and
validly executed and delivered by WEED and constitutes a legal,
valid and binding obligation of WEED enforceable against WEED in
accordance with its terms.
(d) WEED Stock. The WEED Shares,
when issued and delivered in compliance with the provisions of this
Agreement, will be duly and validly issued, fully paid and
nonassessable, and free and clear of any Encumbrance, except as
expressly provided herein.
(e) No Conflicts. The execution and
delivery by WEED of this Agreement does not, and the consummation
of the transactions contemplated hereby will not:
(i) conflict with or
result in a violation or breach of any of the terms, conditions or
provisions of WEED’s Articles of Incorporation or
bylaws;
(ii) conflict
with or result in a violation or breach of any term or provision of
any Law or Order applicable to WEED (other than such conflicts,
violations or breaches that could not in the aggregate reasonably
be expected to adversely affect the validity or enforceability of
this Agreement against WEED); or
(iii) conflict
with or result in a violation or breach of, constitute (with or
without notice or lapse of time or both) a default under, require
WEED to obtain any consent or approval of, make any filing with, or
give any notice to any Person as a result or under the terms of, or
result in the creation or imposition of any Encumbrance upon WEED
under, any contract to which WEED is a Party.
(f) Governmental Approvals and
Filings. Except for filings post-Closing with state and
federal securities authorities, no consent, approval or action of,
filing with, or notice to any governmental or regulatory authority
on the part of WEED is required in connection with the execution,
delivery and performance of this Agreement or the consummation of
the transactions contemplated hereby, except where the failure to
obtain any such consent, approval or action, to make any such
filing, or to give any such notice could not reasonably be expected
to adversely affect the ability of WEED to consummate the
transactions contemplated by this Agreement or to perform its
obligations hereunder.
(g) Legal Proceedings. There are no
actions, suits, claims, investigations or other legal proceedings
pending or, to the knowledge of the WEED, threatened against or by
WEED that challenge or seek to prevent, enjoin or otherwise delay
the transactions contemplated by this Agreement
2.2 Representations and Warranties of the
Sangre Members. Each Sangre Member, jointly and severally,
hereby represents and warrants to, and agrees with, WEED as
follows:
(a) Due Authorization. Such Sangre
Member has approved this Agreement and duly authorized the
execution and delivery hereof. Such Sangre Member has full power
and authority under the laws of the jurisdictions of residence
thereof to execute, deliver, and perform the obligations under this
Agreement and the transactions contemplated hereby and in
connection herewith. Such Sangre Member, if an individual, has
reached the age of majority under applicable law and is not
insolvent.
3
(b) Power to Transfer. The Sangre
Members own beneficially all of the Sangre Membership Interests.
Such Sangre Member has full power and authority to transfer such
Sangre Membership Interests to WEED under, pursuant to, and in
accordance with, this Agreement, and such Sangre Membership
Interests are free and clear of any Encumbrance, other than
pursuant to any federal or state securities laws and such Sangre
Membership Interests are not subject to any claims as to the
ownership thereof, or any rights, powers or interest therein, by
any third party and are not subject to any preemptive or similar
rights of the Sangre Members.
(c) Investment Purposes. Such
Sangre Member represents that such Sangre Member is acquiring the
WEED Shares of WEED Common Stock to be issued pursuant hereto for
his, her or its own accounts and for investment only and not for
any other Person and not for the purpose of distribution or resale
thereof within the meaning of such phrase as defined under the
Securities Act. Such Sangre Member has not entered into any written
or oral agreement to sell, transfer or dispose of any of the WEED
Common Stock and shall not dispose of any part or all of such WEED
Shares of WEED Common Stock in violation of the provisions of the
Securities Act and the rules and regulations promulgated under the
Securities Act by the Securities and Exchange Commission
(“SEC”)
and all applicable provisions of state securities laws and
regulations.
(d) Legend. Such Sangre Member
acknowledges that the certificate or certificates representing the
WEED Shares of WEED Common Stock shall bear a legend in
substantially the form set forth in Section 1.2(c)
hereof.
(e) Restricted Securities. Such
Sangre Member acknowledges being informed that the WEED Shares of
WEED Common Stock to be issued pursuant to this Agreement shall be
unregistered, shall be “restricted securities” as defined
in paragraph (a) of Rule 144 under the Securities Act, and must be
held indefinitely unless (a) they are subsequently registered
under the Securities Act, or (b) an exemption from such
registration is available. Such Sangre Member further acknowledges
that WEED does not have an obligation to currently register such
securities for the account of the Sangre Members.
(f) Access. Such Sangre Member
acknowledges that such Member has been afforded access to all
material information which such Sangre Member has requested
relevant to such Sangre Member’s decision to acquire the WEED
Shares of WEED Common Stock and to ask questions of WEED’s
management and that, except as set forth herein, neither WEED nor
anyone acting on behalf of WEED has made any representations or
warranties to such Sangre Member which have induced or persuaded
such Sangre Member to acquire such WEED Shares of WEED Common
Stock.
(g) Knowledge and Experience.
Either alone, or together with their investment advisor(s), such
Sangre Member has the knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks
of the prospective investment in the WEED Shares of WEED Common
Stock, and such Sangre Member is and will be able to bear the
economic risk of the investment in such WEED Shares of WEED Common
Stock.
4
(h) Accredited Investor. Such
Sangre Member is an “accredited investor” as defined
in Regulation D promulgated under the Securities
Act.
(i) Organization and Authority.
Sangre is a limited liability company duly organized, validly
existing, and in good standing under the Law of the State of
Wyoming. Sangre has all requisite limited liability company power
and authority to own or lease and operate its properties and assets
and to conduct its business as currently conducted.
(j) Legal Proceedings.
There are no
actions, suits, claims, investigations or other legal proceedings
pending or, to the knowledge of the Sangre Members, threatened
against or by Sangre Members or Sangre that challenge or seek to
prevent, enjoin or otherwise delay the transactions contemplated by
this Agreement.
(k) Property and Assets. The
property and assets listed on Schedule 2.3(k) represent all
of the property and assets of Sangre and such property and assets
are owned by Sangre free and clear of all
Encumbrances.
(l) Financials. The Sangre Members
have delivered to WEED a balance sheet and certain other financial
information of Sangre dated as of [____________] (the
“Statements”).
The Statements (i) are true, complete and correct in all material
respects; (ii) are in accordance with the books and records of the
Seller; (iii) present fairly the assets and liabilities of Sangre
and [__________].
There will be no material changes to the financial condition of
Sangre as presented in the Statements on the Closing
Date.
(m) Personnel. Schedule 2.2(m) contains a
complete list of every managing member, officer, and employee of
Sangre or independent contractor or service provider and any
contracts between Sangre and such Persons as of the Closing
Date.
(n) Contracts. For purposes of this
Agreement “Contract”
means contracts, agreements, arrangements or understandings,
whether written or oral and whether express or implied to which
Sangre is a party (each, a “Contract”).
Each Contract listed on Schedule 2.2(n) hereto is
legal, valid, binding, and enforceable and is in full force and
effect. Neither Sangre nor any other party is in breach or
violation of, or (with or without notice or lapse of time or both)
default under, any Contract, nor has Sangre received any claim of
any such breach, violation or default. The Contracts listed in
Schedule 2.2(n)
herein represent all Contracts which Sangre is bound
by.
ARTICLE
III
CONDITIONS TO
CLOSING
3.1 Conditions to Sangre
Obligations. The respective obligations of the Sangre
Members under this Agreement are subject to the conditions
precedent that:
(a) all agreements and
covenants to be performed and satisfied by WEED hereunder on or
prior to the Closing Date shall have been duly performed and
satisfied by WEED in all material respects;
5
(b) the representations
and warranties of WEED shall be true and correct in all material
respects as of the Closing Date; and
(c) no legal or
regulatory action, order, judgment, decree or proceeding shall have
been entered or be pending or threatened by any Person, regulatory
body or any court to enjoin, restrict or prohibit the transactions
contemplated hereby.
3.2 Conditions to WEED’s
Obligations. The respective obligations of WEED under this
Agreement are subject to the conditions precedent
that:
(a) all agreements and
covenants to be performed and satisfied by the Sangre Members
hereunder on or prior to the Closing Date shall have been duly
performed and satisfied by the Sangre Members in all material
respects;
(b) the representations
and warranties of the Sangre Members shall be true and correct in
all material respects as of the Closing Date;
(c) no legal or
regulatory action, order, judgment, decree or proceeding shall have
been entered or be pending or threatened by any Person to enjoin,
restrict or prohibit the transactions contemplated hereby;
and
(d) Sangre shall have
entered into employment or independent contractor agreements with
Xxx Xxxxxxxx and Xxxxx Xxxxxxx.
ARTICLE
IV
DEFINITIONS
4.1 Definitions. For the purposes
of this Agreement, the following terms shall have the meanings set
forth below:
(a) “Encumbrance” means any lien, tax,
pledge, mortgage, deed of trust, security interest, charge, claim
or other similar encumbrance.
(b) “Governmental Authority” shall mean
any domestic or foreign national, state, county, providence or
local government or any subdivision thereof, any domestic, foreign
or supranational court, tribunal, administrative agency or
commission or other governmental or regulatory authority or agency
or any arbitral body, including any taxing authority, or any
arbitrator, court or tribunal of competent
jurisdiction.
(c) “Law” means any federal, state,
county, local, municipal, Indian, foreign, international,
multinational or other constitution, statute, law, by-law,
ordinance, principle of common law, code, regulation, rule,
judicial or administrative decision, regulatory agency guidance or
treaty.
(d) “Order” shall mean any order,
injunction, judgment, decision, decree, ruling, assessment,
stipulation or award entered by or with any Court of competent
jurisdiction or Governmental Authority.
6
(e) “Person” shall mean an individual,
corporation, general partnership, limited partnership, limited
liability company, joint venture, association, trust,
unincorporated organization, Governmental Authority or other
entity.
ARTICLE
V
MISCELLANEOUS
5.1 Termination of Rights and Obligations
under the Operating Agreement. Immediately following the
Closing as contemplated herein, the Sangre Members shall cease to
be members of Sangre and, accordingly, shall cease to have any
rights (including any rights to receive further distributions of
cash from Sangre, whether relating to previously accrued or future
income, except as provided herein) and shall cease to be bound by
any provision of the Operating Agreement of Sangre dated effective
as of March 1, 2017 (the “Operating
Agreement”).
5.2 Resignations. As of the
Closing, the Sangre Members shall resign from all positions with
Sangre as member, manager, employee, officer or other authorized
representative or agent of Sangre.
5.3 Amendment to Charter Documents.
The Parties hereby authorize Sangre upon Closing to amend
Sangre’s Articles of Organization and other Sangre documents
that may be applicable to reflect the transactions contemplated
herein.
5.4 Representation and
Acknowledgement. Each of the Parties represent and
acknowledge that such Party has carefully read and fully
understands all of the provisions of this Agreement which sets
forth the entire agreement between the Parties and that such Party
has not relied upon any representations or statement, written or
oral, not set forth in this document, and has had such time as
he/it deemed necessary to review, consider and deliberate as to the
terms of this Agreement.
5.5 Consultation with Independent
Counsel. The Parties hereto have each consulted with and
been counseled by their own legal counsel and tax advisors, and are
entering into this Agreement voluntarily and with full
understanding of the meaning and legal effects of each provision
contained in this Agreement. Xxxxx and Xxxxxx L.L.P. has acted as
legal counsel to WEED and has not acted as legal counsel to any
other Party. The Parties hereto and their respective legal counsel
have been involved in the negotiation and drafting of this
Agreement. In the event of any dispute regarding the interpretation
of any provision of this Agreement, the Parties agree that this
Agreement and the provisions hereof shall not be construed against
any one Party as the drafter of this Agreement.
5.6 Limits of Remedy and Liability.
In the event of any breach by any Party of any representation,
warranty or covenant in this Agreement, the non-defaulting Party
shall have any and all rights and remedies available at law or in
equity against the defaulting Party. In the event of a lawsuit to
enforce this Agreement, the substantially prevailing Party (as
determined by the court) shall be entitled to recover from the
non-substantially prevailing Party all of the attorneys’ fees
and costs incurred by the substantially prevailing Party in such
action.
7
5.7 Expenses. All costs and
expenses incurred in connection with this Agreement and the
transactions contemplated hereby, will be paid by the Party
incurring such expense or as otherwise agreed to
herein.
5.8 Necessary Actions. Subject to the terms and
conditions herein provided, each of the Parties hereto agree to use
all reasonable efforts to take, or cause to be taken, all action
and to do, or cause to be done, all things necessary, proper or
advisable under applicable Laws and regulations to consummate and
make effective the transactions contemplated by this Agreement. In
the event at any time after the Closing, any further action is
necessary or desirable to carry out the purposes of this Agreement,
the directors of WEED and the Sangre Members, as the case may be,
agree to take such actions.
5.9 Notices. Any notice or other
communication required or permitted to be given hereunder shall be
in writing and shall be mailed by certified mail, return receipt
requested or by the most nearly comparable method if mailed from or
to a location outside of the United States or by Federal Express,
or similar overnight delivery or courier service or delivered (in
person or by facsimile) against receipt to the Party to which it is
to be given at the address of such Party set forth in Schedule A hereto (or to
such other address as the Party shall have furnished in writing in
accordance with the provisions of this Section 5.9). Any notices
to WEED shall be sent to 0000 X. Xxxx Xxxxx, Xxxxxx, Xxxxxxx
00000, addressed to the attention of the President. Any notice or
other communication given by certified mail (or by such comparable
method) shall be deemed given at the time of certification thereof
(or comparable act), except for a notice changing a Party’s
address which will be deemed given at the time of receipt thereof.
Any notice given by other means permitted by this Section 5.9 shall be
deemed given at the time of receipt thereof.
5.10 Parties
in Interest. This Agreement will inure to the benefit of and
be binding upon the Parties hereto and the respective successors
and assigns. Nothing in this Agreement is intended to confer,
expressly or by implication, upon any other Person any rights or
remedies under or by reason of this Agreement.
5.11 Severability. The
provisions of this Agreement will be deemed severable and the
invalidity or unenforceability of any provision hereof will not
affect the validity or enforceability of any of the other
provisions hereof. If any provisions of this Agreement, or the
application thereof to any Person or any circumstance, is illegal,
invalid or unenforceable, (a) a suitable and equitable
provision will be substituted therefor in order to carry out, so
far as may be valid and enforceable, the intent and purpose of such
invalid or unenforceable provision, and (b) the remainder of
this Agreement and the application of such provision to other
Persons or circumstances will not be affected by such invalidity or
unenforceability, nor will such invalidity or unenforceability
affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.
5.12 Survival
of Representations, Warranties, Covenants and Agreements.
The representations, warranties, covenants and agreements of the
Parties hereto contained in this Agreement will survive the
execution and delivery of this Agreement with respect to any
representation or warranty for a period of one year.
8
5.13 Entire
Agreement. This Agreement supersedes all prior discussions
and agreements between the Parties with respect to the subject
matter hereof and contains the sole and entire agreement between
the Parties hereto with respect to the subject matter
hereof.
5.14 Waiver.
No waiver by any Party of any term or condition of this Agreement,
in any one or more instances, shall be deemed to be or construed as
a waiver of the same or any other term or condition of this
Agreement on any future occasion.
5.15 Amendment.
This Agreement may be amended, supplemented or modified only by a
written instrument duly executed by or on behalf of each Party
hereto.
5.16 No
Assignment; Binding Effect. Neither this Agreement nor any
right, interest nor obligation hereunder may be assigned by any
Party hereto without the prior written consent of the other Party
hereto and any attempt to do so will be void. Subject to the
preceding sentence, this Agreement is binding upon, inures to the
benefit of, and is enforceable by the Parties hereto and their
respective successors and assigns.
5.17 Governing
Law. This Agreement shall be governed by and construed in
accordance with the Laws of the State of Arizona applicable to a
contract executed and performed in such State, without giving
effect to the conflicts of laws principles thereof.
5.18 Counterparts.
This Agreement may be executed in any number of counterparts, each
of which will be deemed an original, but all of which together will
constitute one and the same instrument.
[The
Remainder of this Page is Intentionally Left Blank]
9
|
|
IN WITNESS WHEREOF, the Parties hereto
have executed and delivered this Agreement in a manner legally
binding upon them as of the date first above written.
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title: Chief Executive
Officer
|
|
|
|
|
|
|
|
|
SANGRE
MEMBERS
|
|
|
|
|
|
|
|
|
Xxxxxxx X.
Xxxxxxxx
|
|
|
|
|
|
|
|
|
|
|
|
Xxxx X.
Xxxxxxxx
|
|
|
|
|
|
|
|
|
|
|
|
Xxxxxx
Xxxxxx
|
|
|
|
|
|
|
|
|
|
|
|
Xxxxxx
Xxxxx
|
|
|
|
|
|
|
|
|
|
|
|
Xxx
Xxxxxxxx
|
|
|
|
|
|
|
|
|
|
|
|
Xxxxx
Xxxxxxx
|
|
|
|
|
|
|
|
|
|
|
|
Xxxx
Xxxxxx
|
|
|
|
|
|
|
Schedule A
Names
and Addresses of Sangre Members
Xxxxxxx
X. Xxxxxxxx
0000 X.
Xxxxxxx Xxxxx
Xxxxxx
Xxxx, XX 00000
Xxxx X.
Xxxxxxxx
0000 X.
Xxxxxxx Xxxxx
Xxxxxx
Xxxx, XX 00000
Xxxxxx
Xxxxxx
00000
Xxxxxxx 00
Xxxxxxx,
XX 00000
Xxxxxx
Xxxxx
0000
Xxxxxxx, Xxxxx 000
Xxxxxxx,
XX 00000
Xxx
Xxxxxxxx
000
Xxxxxxxxx Xxxxxx
Xxxx
Xxx, XX 00000
Xxxxx
Xxxxxxx
0000
Xxxxxxx Xx.
Xxxxxx
Xxxx, XX 00000
Xxxx
Xxxxxx
0000
Xxxxxxxx Xx.
Xxxxxx,
XX 00000-0000
Schedule
A-1
|
|
Schedule 1.2(b)
Share
Issuance Instructions
|
Sangre
Member Name
|
Percentage
Interestin Sangre
|
WEED
Shares to be Received at Closing
|
|
Xxxxxxx
X. Xxxxxxxx
|
29.17%
|
145,850
|
|
Xxxx X.
Xxxxxxxx
|
29.17%
|
145,850
|
|
Xxxxxx
Xxxxxx
|
10%
|
50,000
|
|
Xxxxxx
Xxxxx
|
6.66%
|
33,300
|
|
Xxx
Xxxxxxxx
|
10%
|
50,000
|
|
Xxxxx
Xxxxxxx
|
10%
|
50,000
|
|
Xxxx
Xxxxxx
|
5%
|
25,000
|
|
|
|
500,000
|
Schedule
1.2(b)-1
|
|
Schedule 2.2(k)
Property
and Assets
Schedule
2.2(k)
|
|
Schedule 2.2(m)
Personnel
Schedule
2.2(m)
|
|
Schedule 2.2(n)
Contracts
Schedule
2.2(n)
|
|
