Edible Garden AG Incorporated

EXHIBIT 10.18

Edible Garden AG Incorporated

000 Xxxxxx Xxxx 000

Xxxxxxxxx, Xxx Xxxxxx 00000

October 14, 2021

Evergreen Capital Management LLC

000 X Xxxxxx Xxxxx Xxxx

Xxxxxx Xxxxx, Xxx Xxxxxx 00000

Gentlemen:

Reference is made to the Securities Purchase Agreement dated as of October 7, 2021 (the “Agreement”) between Edible Garden AG Incorporated, a Delaware corporation (the “Company”), and Evergreen Capital Management LLC, a Delaware limited liability company (“Evergreen”). Terms used but not defined herein have the respective meanings set forth in the Agreement.

This letter will confirm our understanding and agreement that Section 2.1 of the Agreement shall be amended such that:

	(i)	the Closing for the second Tranche of $350,000 in Subscription Amount of Notes (to purchase an aggregate of $402,500 in principal amount of Notes) and Warrants to purchase an aggregate of number of shares of Common Stock equal to the Warrant Amount for such Closing will occur, at the option of the Company, within thirty (30) days of the occurrence of the receipt of comments from the Commission on the Company’s registration statement on Form S-1;
	(ii)	the Closing for the third Tranche of $350,000 in Subscription Amount of Notes (to purchase an aggregate of $402,500 in principal amount of Notes) and Warrants to purchase an aggregate of number of shares of Common Stock equal to the Warrant Amount for such Closing will occur, at the option of the Company, within thirty (30) days of November 11, 2021; and
	(iii)	the Closing for the fourth Tranche of $300,000 in Subscription Amount of Notes (to purchase an aggregate of $345,000 in principal amount of Notes) and Warrants to purchase an aggregate of number of shares of Common Stock equal to the Warrant Amount for such Closing will occur, at the option of the Company, within thirty (30) days of December 11, 2021.

Except as expressly amended hereby, all of the terms and provisions of the Agreement shall remain in full force and effect.

If the foregoing accurately sets forth our understanding and agreement as to the matters set forth above, please acknowledge your agreement by signing below and returning to me a copy of this letter.

	Very truly yours, Edible Garden AG Incorporated
	By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Chief Executive Officer

ACKNOWLEDGED and AGREED: Evergreen Capital Management LLC
By:	/s/ Xxxx Xxxxxx
Name:	Xxxx Xxxxxx
Title:	Manager