Common use of CANNA DELAWARE SCHEDULE Clause in Contracts

CANNA DELAWARE SCHEDULE. This document and the attachments hereto (each of which is incorporated by reference herein) constitute the “CANNA DELAWARE SCHEDULE” referred to in that certain Amended and Restated Agreement and Plan of Merger (the “AGREEMENT”) by and among CannaPharmaRx, Inc., a Delaware corporation (the “CANNA DELAWARE”), CannaPharmaRX, Inc., a Colorado corporation (“CPHR”) and CPHR Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Canna Delaware (“ACQUISITION SUB”), dated as of April 20, 2015. All capitalized terms used but not herein defined shall have the respective meanings given to them in the Agreement. Disclosures in this Canna Delaware Schedule are made referencing the specific section of the Agreement to which the information stated in such disclosures relates, provided that any matters disclosed in any particular section of this Canna Delaware Schedule shall be deemed to have been disclosed in any other section of this Canna Delaware Schedule to the extent that the applicability of such matter to such other section of this Canna Delaware Schedule is reasonably apparent on its face. Section headings contained in this Canna Delaware Schedule are for the convenience of the parties only and shall not affect in any way the meaning or interpretation of this Canna Delaware Schedule. This Canna Delaware Schedule and all descriptions of documents contained herein are qualified in their entirety by reference to the documents so delivered. Matters reflected herein may not necessarily be limited to matters strictly required by the Agreement to be reflected in this Canna Delaware Schedule. To the extent that any such additional matters are included, they are included solely for informational purposes, and shall not be deemed in any way to expand any of the information required to be disclosed in this Canna Delaware Schedule or under the Agreement or to imply that such matters or other information with respect to similar matters must be disclosed. The inclusion of any document or other item in this Canna Delaware Schedule shall not constitute an admission by Canna Delaware that such document or other item is material or that a violation, right of termination, consent requirement, default, liability or contractual obligation of any kind exists with respect to such document or item. This Canna Delaware Schedule is qualified in its entirety by reference to the specific provisions of the Agreement and the representations and warranties to which the disclosures herein pertain and are not intended to constitute, and shall not be construed as constituting, any separate representations or warranties of Canna Delaware, except as and to the extent expressly provided in this Canna Delaware Schedule or the Agreement. Section 7(b)(iii) Outstanding Options, Warrants or Other Rights (A) Options Options Granted Grant Date Expiration Date Exercise Price ($) Xxxxx Xxxxxxx 750,000 11/1/14 11/1/24 3.78 Xxxx Xxxxxx 750,000 11/1/14 11/1/24 3.78 Xxxxx Xxxxxxxx 750,000 11/1/14 11/1/24 3.78 Xxxxxx Xxxxxxxx 750,000 11/1/14 11/1/24 3.78 Xxxx Xxxxxx 150,000 11/1/14 11/1/24 3.78 Xxxxx Xxxxx 450,000 11/1/14 11/1/24 3.78 Xxxxxx Xxxxx Xxxxxx 100,000 2/2/15 2/2/25 3.10 Xxxxxxxxxxx Xxxxxxxxxx 450,000 2/9/15 2/9/25 3.10 Bridamary Xxxxxxx 25,000 2/11/15 2/11/25 2.50 Xxxxx Xxxx 50,000 2/27/15 2/27/25 2.60 Xxxxx XxXxxxx 50,000 2/27/15 2/27/25 2.60 Xxxx Xxxxxxxxx 50,000 4/1/15 4/1/25 2.85 Xxxxxx Rule 50,000 4/1/15 4/1/25 2.85 Xxxx Xxxxxxx 50,000 4/1/15 4/1/25 2.85

CANNA DELAWARE SCHEDULE. This document and the attachments hereto (each of which is incorporated by reference herein) constitute the “CANNA DELAWARE SCHEDULE” referred to in that certain Amended and Restated Agreement and Plan of Merger (the “AGREEMENT”) by and among CannaPharmaRx, Inc., a Delaware corporation (the “CANNA DELAWARE”), CannaPharmaRX, Inc., a Colorado corporation (“CPHR”) and CPHR Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Canna Delaware (“ACQUISITION SUB”), dated as of April 20, 2015. All capitalized terms used but not herein defined shall have the respective meanings given to them in the Agreement. Disclosures in this Canna Delaware Schedule are made referencing the specific section of the Agreement to which the information stated in such disclosures relates, provided that any matters disclosed in any particular section of this Canna Delaware Schedule shall be deemed to have been disclosed in any other section of this Canna Delaware Schedule to the extent that the applicability of such matter to such other section of this Canna Delaware Schedule is reasonably apparent on its face. Section headings contained in this Canna Delaware Schedule are for the convenience of the parties only and shall not affect in any way the meaning or interpretation of this Canna Delaware Schedule. This Canna Delaware Schedule and all descriptions of documents contained herein are qualified in their entirety by reference to the documents so delivered. Matters reflected herein may not necessarily be limited to matters strictly required by the Agreement to be reflected in this Canna Delaware Schedule. To the extent that any such additional matters are included, they are included solely for informational purposes, and shall not be deemed in any way to expand any of the information required to be disclosed in this Canna Delaware Schedule or under the Agreement or to imply that such matters or other information with respect to similar matters must be disclosed. The inclusion of any document or other item in this Canna Delaware Schedule shall not constitute an admission by Canna Delaware that such document or other item is material or that a violation, right of termination, consent requirement, default, liability or contractual obligation of any kind exists with respect to such document or item. This Canna Delaware Schedule is qualified in its entirety by reference to the specific provisions of the Agreement and the representations and warranties to which the disclosures herein pertain and are not intended to constitute, and shall not be construed as constituting, any separate representations or warranties of Canna Delaware, except as and to the extent expressly provided in this Canna Delaware Schedule or the Agreement. Section 7(b)(iii) Outstanding Options, Warrants or Other Rights (A) Options Options Granted Grant Date Expiration Date Exercise Price ($) Xxxxx Xxxxxxx 750,000 11/1/14 11/1/24 3.78 Xxxx Xxxxxx 750,000 11/1/14 11/1/24 3.78 Xxxxx Xxxxxxxx 750,000 11/1/14 11/1/24 3.78 Xxxxxx Xxxxxxxx 750,000 11/1/14 11/1/24 3.78 Xxxx Xxxxxx 150,000 11/1/14 11/1/24 3.78 Xxxxx Xxxxx 450,000 11/1/14 11/1/24 3.78 Xxxxxx Xxxxx Xxxxxx 100,000 2/2/15 2/2/25 3.10 Xxxxxxxxxxx Xxxxxxxxxx 450,000 2/9/15 2/9/25 3.10 Bridamary Xxxxxxx 25,000 2/11/15 2/11/25 2.50 Xxxxx Xxxx 50,000 2/27/15 2/27/25 2.60 Xxxxx XxXxxxx 50,000 2/27/15 2/27/25 2.60 Xxxx Xxxxxxxxx 50,000 4/1/15 4/1/25 2.85 Xxxxxx Rule 50,000 4/1/15 4/1/25 2.85 Xxxx Xxxxxxx 50,000 4/1/15 4/1/25 2.852.85 (B) None.

CANNA DELAWARE SCHEDULE. This document and the attachments hereto (each of which is incorporated by reference herein) constitute the “"CANNA DELAWARE SCHEDULE” " referred to in that certain Amended and Restated Agreement and Plan of Merger (the “"AGREEMENT”") by and among CannaPharmaRx, Inc., a Delaware corporation (the “"CANNA DELAWARE”"), CannaPharmaRX, Inc., a Colorado corporation (“"CPHR”") and CPHR Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Canna Delaware (“"ACQUISITION SUB”"), dated as of April 20, 2015. All capitalized terms used but not herein defined shall have the respective meanings given to them in the Agreement. Disclosures in this Canna Delaware Schedule are made referencing the specific section of the Agreement to which the information stated in such disclosures relates, provided that any matters disclosed in any particular section of this Canna Delaware Schedule shall be deemed to have been disclosed in any other section of this Canna Delaware Schedule to the extent that the applicability of such matter to such other section of this Canna Delaware Schedule is reasonably apparent on its face. Section headings contained in this Canna Delaware Schedule are for the convenience of the parties only and shall not affect in any way the meaning or interpretation of this Canna Delaware Schedule. This Canna Delaware Schedule and all descriptions of documents contained herein are qualified in their entirety by reference to the documents so delivered. Matters reflected herein may not necessarily be limited to matters strictly required by the Agreement to be reflected in this Canna Delaware Schedule. To the extent that any such additional matters are included, they are included solely for informational purposes, and shall not be deemed in any way to expand any of the information required to be disclosed in this Canna Delaware Schedule or under the Agreement or to imply that such matters or other information with respect to similar matters must be disclosed. The inclusion of any document or other item in this Canna Delaware Schedule shall not constitute an admission by Canna Delaware that such document or other item is material or that a violation, right of termination, consent requirement, default, liability or contractual obligation of any kind exists with respect to such document or item. This Canna Delaware Schedule is qualified in its entirety by reference to the specific provisions of the Agreement and the representations and warranties to which the disclosures herein pertain and are not intended to constitute, and shall not be construed as constituting, any separate representations or warranties of Canna Delaware, except as and to the extent expressly provided in this Canna Delaware Schedule or the Agreement. Section 7(b)(iii) Outstanding Options, Warrants or Other Rights (A) Options Options Granted Grant Date Expiration Date Exercise Price ($) Xxxxx Xxxxxxx 750,000 11/1/14 11/1/24 3.78 Xxxx Xxxxxx 750,000 11/1/14 11/1/24 3.78 Xxxxx Xxxxxxxx 750,000 11/1/14 11/1/24 3.78 Xxxxxx Xxxxxxxx 750,000 11/1/14 11/1/24 3.78 Xxxx Xxxxxx 150,000 11/1/14 11/1/24 3.78 Xxxxx Xxxxx 450,000 11/1/14 11/1/24 3.78 Xxxxxx Xxxxx Xxxxxx 100,000 2/2/15 2/2/25 3.10 Xxxxxxxxxxx Xxxxxxxxxx 450,000 2/9/15 2/9/25 3.10 Bridamary Xxxxxxx 25,000 2/11/15 2/11/25 2.50 Xxxxx Xxxx 50,000 2/27/15 2/27/25 2.60 Xxxxx XxXxxxx 50,000 2/27/15 2/27/25 2.60 Xxxx Xxxxxxxxx 50,000 4/1/15 4/1/25 2.85 Xxxxxx Rule 50,000 4/1/15 4/1/25 2.85 Xxxx Xxxxxxx 50,000 4/1/15 4/1/25 2.85