Amendment to Exchange Agreement between Celexus, Inc. and Bio Distribution, Inc

EX-10.6 2 e1452-10_6.htm EXHIBIT 10.6

Exhibit 10.6

AMENDMENT TO EXCHANGE AGREEMENT

THIS AMENDMENT to the Exchange Agreement, which amendment is dated July 31, 2019 (the “Amendment”), between Celexus, Inc., a Nevada corporation, (“CELE”), and HempWave, f.k.a. Bio Distribution, Inc., a Wyoming corporation, (“BIO”, and together with CELE, the “Parties”, and each, a “Party”).

WHEREAS, the Parties have entered into an Exchange Agreement, dated as of February, 2019 (the “Existing Agreement”);

WHEREAS, the Parties hereto desire to amend the Existing Agreement to extend the deadline for consummation of the Existing Agreement on the terms and subject to the conditions set forth herein;

WHEREAS, pursuant to Section VI.03 of the Existing Agreement, the amendment contemplated by the Parties must be contained in a written agreement signed by the Parties against whom the amendment is to be enforced.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.

2. Amendments to the Existing Agreement. As of the Effective Date (defined below), the Existing Agreement is hereby amended or modified as follows:

(a)

Section A of the Background of the Existing Agreement is hereby amended by inserting immediately following the words “and $1”, the words “, which total price may be increased or decreased following an appraisal of the Company’s calculated value by an independent appraiser, which shall be paid for by the Company (the “Appraisal”), in order to justify the value of the Exchange Shares to be provided to consummate the Exchange, which adjustment in price, if any, must be agreed to in writing by the Parties.”

(b)

Section V.02(e) of the Existing Agreement is hereby amended by inserting immediately following the words “CELE shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion”, the words “which due diligence investigation shall include the Appraisal.”

(c)

Section V.03(f) of the Existing Agreement is hereby amended by inserting immediately following the words “The Company shall be reasonably satisfied with the results of its due diligence investigation of CELE in its sole and absolute discretion”, the words “which due diligence investigation shall include the Appraisal.”

(d)

The date given in Section VI.01(c) of the Existing Agreement by which the Exchange must have been consummated shall be amended to read January 3, 2020.

Date of Effectiveness; Limited Effect. This Amendment will be deemed effective as of the date first written above (the “Effective Date”). Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendment contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Effective Date, each reference in the Existing Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Existing Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Existing Agreement, will mean and be a reference to the Existing Agreement as amended by this Amendment.

Representations and Warranties. Each Party hereby represents and warrants to the other Party that:

(a) It has the full right, power, and authority to enter into this Amendment and to perform its obligations hereunder and under the Existing Agreement as amended by this Amendment.

(b) The execution of this Amendment by the individual whose signature is set forth at the end of this Amendment on behalf of such Party, and the delivery of this Amendment by such Party, have been duly authorized by all necessary action on the part of such Party.

(c) This Amendment has been executed and delivered by such Party and (assuming due authorization, execution, and delivery by the other Party hereto) constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE II OF THE EXISTING AGREEMENT AND IN THIS SECTION 4 OF THIS AMENDMENT, (A) NEITHER PARTY HERETO NOR ANY PERSON ON SUCH PARTY’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH OTHER PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 4.

Miscellaneous.

(a) This Amendment is governed by and construed in accordance with, the laws of the State of Wyoming, without regard to the conflict of laws provisions of such State.

(b) This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.

(d) This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.

(e) This Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

	HempWave, f.k.a. Bio Distribution, Inc.
	By: _/s/David Soto_____________ Name: David Soto Title: President
	Celexus, Inc.
	By: _/s/David Soto_____________ Name: David Soto Title: President