First Amendment to Share Exchange Agreement dated May 24, 2018
EXHIBIT 10.1
FIRST AMENDMENT TO
SHARE EXCHANGE AGREEMENT
THIS AGREEMENT made as of the 24th day of May, 2018.
AMONG
THE PERSONS IDENTIFIED ON SCHEDULE A TO THIS AGREEMENT AS THE SELLERS,
(together, the “Sellers”)
AND
MARATHON GLOBAL INC., a corporation incorporated under the laws of the Province of Ontario
(“Marathon”)
AND
KANEH BOSM BIOTECHNOLOGY INC., a corporation incorporated under the laws of the Province of British Columbia
(“KBB”)
WHEREAS the parties entered into a Share Exchange Agreement dated May 17, 2018 (the “Agreement”);
AND WHEREAS the parties have agreed to amend the Agreement as set out in this amending agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual provisions and covenants herein and in the Agreement, the parties hereby agree as follows:
| 1. | The Agreement is hereby amended as follows: | |
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| (a) | Schedule A of the Agreement is hereby deleted and Schedule A hereto is hereby inserted in its place. |
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| 2. | In all other respects the terms and conditions set forth in the Agreement shall remain unamended, and time shall remain of the essence. | |
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| 3. | Capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in this Agreement. | |
| 1 |
IN WITNESS WHEREOF the parties hereto have executed these presents the day and year first above written.
| MARATHON GLOBAL INC. |
| KANEH BOSM BIOTECHNOLOGY INC. |
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| By: | /s/ Gavin Treanor | By: | /s/ Eugene Beukman | ||
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| (Authorized Signatory) |
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| SELLERS: |
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| COSMOS HOLDINGS INC. |
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| By: | /s/ Grigorios Siokas |
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| (Authorized Signatory) |
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| SIGNED, SEALED & DELIVERED In the presence of: |
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| /s/ Gavin Treanor |
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| Gavin Treanor |
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| SIGNED, SEALED & DELIVERED In the presence of: |
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| /s/ Lianne Treanor |
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| Lianne Treanor |
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| SIGNED, SEALED & DELIVERED In the presence of: |
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| /s/ Brian Treanor |
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| Brian Treanor |
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| 2 |
SCHEDULE A
THE SELLERS, PURCHASED SHARES AND PAYMENT SHARES
| Sellers |
| Shareholder Address |
| Number of Purchased Shares Held |
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| Number of Payment Shares to be Received |
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| Cosmos Holdings Inc. |
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| 2,500,000 |
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| 5,000,000 |
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| Gavin Treanor |
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| 2,250,000 |
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| 4,500,000 |
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| Lianne Treanor |
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| 2,250,000 |
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| 4,500,000 |
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| Brian Treanor |
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| 500,000 |
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| 1,000,000 |
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| Total |
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| 7,500,000 |
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| 15,000,000 |
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| 3 |
