ContractSandy Springs Holdings, Inc. • October 27th, 2020
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("FEDERAL ACT") OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS CONTAINED THEREIN, AND IN PARTICULAR PARAGRAPH (13) OF SECTION 10-5-9 OF THE GEORGIA SECURITIES LAW. THIS WARRANT AND ANY SHARES ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE FEDERAL ACT AND APPLICABLE STATE SECURITIES LAWS OR THE COMPANY IS SATISFIED THAT SUCH REGISTRATION IS NOT REQUIRED.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION INTO HOLDING COMPANY STRUCTUREAgreement and Plan of Merger • October 27th, 2020 • Sandy Springs Holdings, Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION INTO HOLDING COMPANY STRUCTURE (this “Agreement”), is between RESS Merger Corp., a Delaware corporation (“RESSMC”), and RESS of Delaware, Inc. (“OPSCO”), a Delaware corporation that is a wholly-owned subsidiary of RESS Merger Corp., as constituent corporations, and Sandy Springs Holdings, Inc., (“Hold Co.”) a Delaware corporation that is another wholly-owned subsidiary of RESSMC, joins this Agreement, but Hold Co. is not a “constituent corporation.”
PROMISSORY NOTEPromissory Note • October 27th, 2020 • Sandy Springs Holdings, Inc.
This PROMISSORY NOTE AGREEMENT is entered into on this 14th day of July, 2020, by and between Coral Investment Partners, LP, a Georgia Limited Partnership, whose address is 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339 (“Creditor” or “CORAL”) and Sandy Springs Holdings, Inc., a Delaware Corporation, whose principal address is 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339, (“Debtor” or “SANDY SPRINGS”), collectively referred to as the “Parties.”
