FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Exhibit 10.3
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This First Amendment to Agreement and Plan of Merger (the “Amendment”) is dated as of September 30, 2021 and is made by and among iSun, Inc., a Delaware corporation (“Parent”), iSun Residential, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“iSun Residential”), iSun Residential Merger Sub, Inc., a
Vermont corporation and wholly- owned subsidiary of iSun Residential (“Merger Sub,” and, together with iSun Residential, the “Parent Subsidiaries”), and SolarCommunities,
Inc. d/b/a SunCommon, a Vermont benefit corporation (the “Company”), and Xxxxx Xxxxxxxx, Xxxxx Xxxxx, each an individual resident of the State of Vermont and Xxxxxxx Irish, an individual resident of the State
of Florida, solely in their capacity as a Shareholder Representative (collectively, the “Shareholder Representative Group”).
Whereas, the Parent, iSun Residential, Merger Sub, the Company, and the Shareholder Representative Group are parties to an Agreement and Plan of Merger dated September 8, 2021 (the “Agreement”;
capitalized terms used in this Amendment and not defined shall have the meanings given in the Agreement); and
Whereas, the Buyer and the Seller desire to amend the Agreement as set forth herein;
NOW THEREFORE, the parties agree as follows:
1. Exhibit G to the Agreement is hereby amended as follows:
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The paragraph entitled “Form of Earn-out Payment” is deleted in its entirety and replaced with the
following: “Form of Earn-out Payment. The Earn-Out
consideration shall be paid in cash by wire transfer of immediately available funds to an account specified in writing by the Shareholder Representative Group.”
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2. All terms and conditions of the Agreement not amended hereby are and shall remain in full force and effect.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties have executed or caused this Amendment to be executed as of the dated first mentioned above.
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PARENT:
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By:
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/s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
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Title: CEO
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iSUN RESIDENTIAL:
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iSUN RESIDENTIAL INC.
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By:
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/s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
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Title: CEO
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MERGER SUB:
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iSUN RESIDENTIAL MERGER SUB, INC.
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By:
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/s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
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Title: CEO
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Signature Page to First Amendment to Agreement and Plan of Merger
IN WITNESS WHEREOF, the parties have executed or caused this Amendment to be executed as of the dated first mentioned above.
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COMPANY:
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SOLARCOMMUNITIES, INC.
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By:
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/s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
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Title: Co-President
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SHAREHOLDER REPRESENTATIVE GROUP:
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/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
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/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
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/s/ Xxxxxxx Irish
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Xxxxxxx Irish
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Signature Page to First Amendment to Agreement and Plan of Merger
