AMENDMENT NO. 1 TO PROMISSORY NOTE
EXHIBIT
10.10
AMENDMENT NO. 1 TO
This
Amendment No. 1 (“Amendment No. 1”) is made this 12th
day of January, 2018, by and between WEED, Inc. (the
“Issuer”), and on the one hand; and A.R. Xxxxxx (the
“Payee”), on the other hand, to amend the terms of that
certain Promissory Note dated July 26, 2017, and entered into by
and between the parties (the “Note”). Issuer and Payee
shall be referred to herein as a “Party” and
collectively as the “Parties”. In the event the terms
of the Note and this Amendment No. 1 conflict, the terms of this
Amendment No. 1 control. Any defined terms herein that are not
defined herein have the meaning set forth in the Note.
WHEREAS, the Note
was entered into in connection with the Issuer’s purchase of
real property detailed in that certain Deed of Trust dated July 26,
2017 delivered by the Issuer to the Payee with the Note (the
“La Veta Property”);
WHEREAS, under the
terms of the Note Issuer was to pay principal sum of Four Hundred
Seventy Five Thousand Dollars ($475,000.00) payable to the order of
A. R. Xxxxxx, with interest thereon at the rate of 5% per cent per
annum, payable as follows: 4 consecutive semi-annual installments
in the amount of $118,750.00 plus accrued interest commencing on
January 26, 2018 and continuing on the 26th day of July and the
26th day of January each year, until the balance of principal and
interest is paid in full (“Note Payment
Terms”);
WHEREAS, the
Parties desire to amend the Note Payment Terms such that the Issuer
will: (i) pay Payee One Hundred Thousand Dollars ($100,000) in cash
on or before January 15, 2018, and (ii) issue Payee One Hundred
Twenty Five Thousand (125,000) shares of the Issuer’s common
stock, restricted in accordance with Rule 144, on or before January
20, 2018;
WHEREAS, Issuer and
Payee desire to amend the terms of the Note as set forth herein in
order to allow Issuer to satisfy its obligations under the Note in
full.
AMENDMENT
1. In
consideration of good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree to
amend the Note as follows:
a.
The Parties agree
to modify the terms of the Note in all ways necessary to amend the
repayment terms to state the Note shall be considered paid-in-full
and fully satisfied if the Issuer: (i) pays Payee One Hundred
Thousand Dollars ($100,000) in cash on or before January 15, 2018
(the “Cash Payment”), and (ii) issues Payee One Hundred
Twenty Five Thousand (125,000) shares of the Issuer’s common
stock, restricted in accordance with Rule 144, on or before January
20, 2018 (the “Shares”, and together with the Cash
Payment, the “Repayment Consideration”).
b.
Upon receipt of the
Repayment Consideration, the Parties agree the Note will be
considered paid-in-full and fully satisfied, and the Payee agrees
to take all actions to ensure Issuer’s ownership of the La
Veta Property in full, including, but not limited to, cancelling
any deeds of trust issued by the Issuer in connection with the
Note, and cancel any financing statements recorded in relation to
the Note.
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c.
The
Payee hereby represents, warrants and agrees as
follows:
1) Purchase for Own Account. Payee
represents that he is acquiring the Shares solely for his own
account and beneficial interest for investment and not for sale or
with a view to distribution of the Shares or any part thereof, has
no present intention of selling (in connection with a distribution
or otherwise), granting any participation in, or otherwise
distributing the same, and does not presently have reason to
anticipate a change in such intention.
2) Ability to Bear Economic Risk. Payee
acknowledges that an investment in the Shares involves a high
degree of risk, and represents that he is able, without materially
impairing his financial condition, to hold the Shares for an
indefinite period of time and to suffer a complete loss of his
investment.
3) Access to Information.
The Payee acknowledges that the Payee
has been furnished with such financial and other information
concerning the Issuer, the directors and officers of the Issuer,
and the business and proposed business of the Issuer as the Payee
considers necessary in connection with the Payee’s investment
in the Shares. As a result, the Payee is thoroughly familiar with
the proposed business, operations, properties and financial
condition of the Issuer and has discussed with officers of the
Issuer any questions the Payee may have had with respect thereto.
The Payee understands:
(i) The
risks involved in this investment, including the speculative nature
of the investment;
(ii) The
financial hazards involved in this investment, including the risk
of losing the Payee’s entire investment;
(iii) The
lack of liquidity and restrictions on transfers of the Shares;
and
(iv) The
tax consequences of this investment.
The
Payee has consulted with the Payee’s own legal, accounting,
tax, investment and other advisers with respect to the tax
treatment of an investment by the Payee in the Shares and the
merits and risks of an investment in the Shares.
4) Shares
Part of Private Placement. The
Payee has been advised that the Shares have not been registered
under the Securities Act of 1933, as amended (the
“Act”), or qualified under the securities law of any
state, on the ground, among others, that no distribution or public
offering of the Shares is to be effected and the Shares will be
issued by the Issuer in connection with a transaction that does not
involve any public offering within the meaning of section 4(a)(2)
of the Act and/or Regulation D as promulgated by the Securities and
Exchange Commission under the Act, and under any applicable state
blue sky authority. The Payee understands that the Issuer is
relying in part on the Payee’s representations as set forth
herein for purposes of claiming such exemptions and that the basis
for such exemptions may not be present if, notwithstanding the
Payee’s representations, the Payee has in mind merely
acquiring the Shares for resale on the occurrence or nonoccurrence
of some predetermined event. The Payee has no such
intention.
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5) Further Limitations on Disposition.
Payee further acknowledges that the Shares are restricted
securities under Rule 144 of the Act, and, therefore, if the
Issuer, in its sole discretion, chooses to issue any certificates
reflecting the ownership interest in the Shares, those certificates
will contain a restrictive legend substantially similar to the
following:
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT
OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH
REGISTRATION IS NOT REQUIRED.
Without
in any way limiting the representations set forth above, Payee
further agrees not to make any disposition of all or any portion of
the Shares unless and until:
(i) There
is then in effect a Registration Statement under the Act covering
such proposed disposition and such disposition is made in
accordance with such Registration Statement; or
(ii) Payee
shall have obtained the consent of the Issuer and notified the
Issuer of the proposed disposition and shall have furnished the
Issuer with a detailed statement of the circumstances surrounding
the proposed disposition, and if reasonably requested by the
Issuer, Payee shall have furnished the Issuer with an opinion of
counsel, reasonably satisfactory to the Issuer, that such
disposition will not require registration under the Act or any
applicable state securities laws.
Notwithstanding the
provisions of subparagraphs (i) and (ii) above, no such
registration statement or opinion of counsel shall be necessary for
a transfer by such Payee to a partner (or retired partner) of
Payee, or transfers by gift, will or intestate succession to any
spouse or lineal descendants or ancestors, if all transferees agree
in writing to be subject to the terms hereof to the same extent as
if they were Payees hereunder as long as the consent of the Issuer
is obtained.
6) Sophisticated
Investor Status. The Payee is a sophisticated investor.
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IN
WITNESS WHEREOF, the parties hereto, by their duly authorized
officers or other authorized signatory, have executed this
Amendment No. 1 as of the date first above written. This Amendment
No. 1 may be signed in counterparts and facsimile signatures are
treated as original signatures.
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“Issuer”
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“Payee”
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A.R.
Xxxxxx,
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an
individual
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By:
Xxxxx X. Xxxxxx
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By:
A.R. Xxxxxx
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Its:
President
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