ADDENDUM TO Option Agreement and Membership Interest Purchase Agreement
Exhibit 4.17
ADDENDUM TO
Option Agreement and Membership Interest Purchase Agreement
December 1, 2021
This Addendum (“Addendum”) to the Option to Purchase a Controlling Interest, dated February 4, 2021 (“Option to Purchase”) and the Membership Interest Purchase Agreement (“MIPA”), dated May 1, 2021 is made by and between Xxxxx Xxxxxxxx (“Xxxxx”) and Canopy Management, LLC, a Michigan limited liability company or its assignee (“Canopy”), with respect to the following facts and circumstances:
RECITALS
WHEREAS, Xxxxxx and Xxxxx entered into the MIPA, wherein Canopy agreed under Section 1.02 Purchase Price to abide by certain requirements as set forth in Section 4 of the Option to Purchase.
WHEREAS, under Section 3 of the Option to Purchase, Xxxxxx elected to extend the Installment Payment $260,000 payment under Section 3(b) and extend the due date of the Installment Payment, $100,000 under Section 3(d).
WHEREAS, under Section 4 of the Option to Purchase, Canopy had not made the required $260,000 Installment Payment, as extended, under Section 3(b) and 3(c) of the Option to Purchase.
WHEREAS, Xxxxx is willing to forego the remedies available to Xxxxx under the Option to Purchase, and to modify the terms of the Option to Purchase and MIPA as set forth below in exchange for the consideration provided by Xxxxxx to Xxxxx set forth below.
NOW, THEREFORE, IT IS UNDERSTOOD AND AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. | Xxxxxx and Xxxxx have agreed to extend Installment Payment ($260,000) and Installment Shares (200,000) due under Section 3(b) of the Option to Purchase, as previously extended under Section 3(c). The Installment Payment shall be extended until December 31, 2024 (“Maturity Date”), provided that, in consideration for such extension, Canopy shall A) pay to Xxxxx interest only payments at a rate of 18% per annum on any unpaid portion of the Installment Payment ($260,000), until the earlier of the Maturity Date or the amount extended under this Section 1 has been paid in full and B) cause to be issued to Xxxxx the Installment Shares of common stock of GRIN by May 15, 2022 free and clear of any liens or encumbrances (other than any restrictions under federal, state, or provincial securities laws). |
2. | Xxxxxx and Xxxxx have agreed to extend the Installment Payment ($100,000) due under Section 4(a) of the Option to Purchase, as previously extended under Section 3(d). The Installment Payment ($100,000) shall be extended to the Maturity Date, provided that, in consideration of such extension, Canopy shall pay to Xxxxx interest only payments at a rate of 18% per annum on any unpaid portion of the Installment Payment ($100,000), until the earlier of the Maturity date or the amount extended under this Section 2 has been in paid in full. |
3. | Canopy shall have the right to prepay either or both of the Installment Payments, in part or full at any time. Interest will continue to accrue on balances after partial prepayments. |
All other terms and conditions of the Option to Purchase and the MIPA remain in full force and effect
Signatures on following page
ADDENDUM TO OPTION TO PURCHASE AND MIPA
IN WHITNESS WHEREOF, the parties hereto have executed this Addendum on the day and year first above written.
Company: | |||
Canopy Management, LLC | |||
By: | /s/ Xxxx Xxxxxxxxx | ||
Name: | Xxxx Xxxxxxxxx | ||
Title: | Manager |
Accepted by Xxxxx: | |
/s/ Xxxxx Xxxxxxxx | |
Xxxxx Xxxxxxxx |
ADDENDUM TO OPTION TO PURCHASE AND MIPA