AMENDMENT TO SHARE EXCHANGE AGREEMENT
EXHIBIT 10.2
AMENDMENT TO SHARE EXCHANGE AGREEMENT
THIS Amended AGREEMENT is made effective as of February 27, 2018
AMONG:
EPHS Holdings, Inc., a Nevada corporation.
(“EPHS Holdings”)
AND
EMERALD PLANTS HEALTH SOURCE, Inc., a Quebec corporation
(“Emerald” or “Emerald Plants”)
AND:
THE SHAREHOLDERS OF EMREALD PLANTS
( the “Shareholders”)
WHEREAS, the parties have executed a Share Exchange Agreement dated February 27, 2018 (the “Agreement”); and
WHEREAS, the parities wish to amend and clarify paragraph 2 of the Agreement
Now Therefore, in consideration of the mutual covenants contained herein and other good and valuable consideration it is agreed:
1.
Paragraph 2.2 of the Agreement shall be deleted in its entirety and replaced by the following paragraph:
2.2
Consideration
As consideration for the exchange of the Emerald Shares and the forgiveness of all outstanding shareholder loans made by each of the Shareholders to Emerald, EPHS Holdings shall issue 20,000,000 shares of its common stock to the Shareholders (10,000,000 shares to each shareholder). Notwithstanding the foregoing, at Closing the Shareholders shall instruct the Company’s Transfer Agent to issue to those individuals set forth on Schedule 1 a total of 6,000,000 shares of the EPHS Shares (3,000,000 from each Shareholder). The Shareholders acknowledge and agree that the EPHS Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities Act. As required by applicable securities law, the Shareholders agree to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the EPHS Shares issued on Closing will be endorsed with a restrictive legend similar in form and substance to the following:
“NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, UNLESS THE SHARES ARE REGISTERED’ AN EXEMPTION FROM REGISTRATION EXISTS OR THE SHAREHOLDER RECEIVES AN OPINION LETTER ISSUED BY COMPANY COUNSEL.
2.
All other terms and conditions as contained in the Agreement, shall remain binding on the parties and are incorporated by reference.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
By:
/s/Xxxxxxxxxx Xxxxxxxxxxx
Xxxxxxxxxx Xxxxxxxxxxx, president
Emerald Plant Services, Inc.
BY:
/s/Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
Its: Authorized Representative
The Shareholders:
/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx
Xxxxxxxx Xxxxxx
SCHEDULE 1
SHAREHOLDERS |
| Equity Ownership |
| Shares issuable |
|
| In Emerald |
|
|
|
|
|
|
|
Xxxxx Xxxxxxx |
| 50% |
| 7,000,000 |
|
|
|
|
|
Xxxxxxxx Xxxxxx |
| 50% |
| 7,000,000 |
Gianfranco (Xxxx) Bentivoglio |
| 0% |
| 1,250,000 |
Xxxxxx Xxxxxxxxxxx |
| 0% |
| 500,000 |
Xxxxx Xxxxxxx |
| 0% |
| 250,000 |
Xxxxxxxx Xxxxxxx |
| 0% |
| 1,000,000 |
Xxxxxxx Xxxxx |
| 0% |
| 500,000 |
Xxxxxxxxx Xxxxxxxx |
| 0% |
| 500,000 |
Xxxxx Xxxxxx |
| 0% |
| 2,000,000 |
|
|
|
|
|
Totals |
| 100% |
| 20,000,000 |
/s/PaoloGervasi
/s/Xxxxxxxx Xxxxxx
Xxxxx Xxxxxxx
Xxxxxxxx Xxxxxx
