Amendment to Membership Interest Purchase Agreement between GB Sciences, Inc., GB Sciences Las Vegas, LLC, GB Sciences Nevada LLC, and AJE Management, LLC
This amendment, dated May 11, 2020, modifies the Membership Interest Purchase Agreement originally signed on March 24, 2020, between GB Sciences, Inc. and its affiliates (the sellers) and AJE Management, LLC (the buyer). The amendment changes how the purchase price is calculated by removing "Closing Inventory" from the price adjustments and deleting its definition. All other terms of the original agreement remain unchanged. The amendment is governed by the same law and dispute resolution terms as the original agreement.
Exhibit 10.28
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT(this “Amendment”), dated as of May 11, 2020, is made and entered into, by and between GB
Sciences, Inc. a Nevada corporation (the “Seller”), GB Sciences Las Vegas, LLC, a Nevada limited liability company (“GBS LV”), GB Sciences Nevada LLC, a Nevada limited liability company (“GBS LV” and together with GBS LV and the Seller, the “GBS Parties”), and AJE Management, LLC, a California limited liability company (the “Buyer”, and together with the GBS Parties, each a “Party” and collectively, the “Parties”).
WHEREAS, the Parties have entered into a Membership Interest Purchase Agreement (the “Agreement”) dated as of March 24, 2020, and desire to amend the Agreement;
NOW, THEREFORE, in consideration of the foregoing premises, the Parties agree as follows:
AGREEMENTS:
| 1. | Amendments. |
(a) Section 2.2(b) of the Agreement is hereby amended by deleting “Closing Inventory” from clause (B) thereof, so that Section 2.2(b) is restated in its entirety to read as follows:
“(b) Seller and Buyer agree that the Purchase Price to be paid at the Closing shall be (A) reduced by any (i) Employee Liability Amounts,
(ii) Teco Subsidiary Fines, (iii) Liabilities of the Teco Subsidiaries incurred prior to the Management Commencement Date and not included on the Balance Sheet, and (iv) 50% of all costs and expenses incurred by the Buyer and its Affiliates in connection with obtaining the Nevada Approval, and (B) increased by the amount of Closing Cash. Seller and Buyer further agree that except as expressly set forth in the preceding sentence, the Purchase Price to be paid at the Closing shall not be reduced by any Liabilities of the Teco Subsidiaries incurred in the ordinary course of business following the Management Commencement Date other than in respect of accrued management fees due to Buyer under the Management Agreement.
| (b) | The definition of “Closing Inventory” is hereby deleted from Article I of the |
Agreement.
2. Effect of Amendment. Except to the extent amended hereby, the Agreement and all terms, conditions and provisions thereof shall continue in full force and effect in all respects.
3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one and the same instrument
Exhibit 10.28
4. Miscellaneous. This Amendment shall be subject to the governing law and dispute resolution provisions set forth in Article X of the Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed and delivered as of the date first above written.
GB SCIENCES LAS VEGAS, LLC
GB SCIENCES NEVADA LLC
By: GB SCIENCES, INC., as sole member
By: /s/: John Poss
Name: John Poss
Title: Chief Executive Officer
GB SCIENCES, INC
By: /s/: John Poss
Name: John Poss
Title: Chief Executive Officer
AJE MANAGEMENT, LLC
By: /s/: David Weiner
Name: David Weiner
Title: Manager
