Indus Holdings, Inc.
Exhibit
9.2
Indus
Holdings, Inc.
00
Xxxxx Xxx Xxxxxx, Xxxx X
Xxxxxxx,
XX 00000
April
10, 2020
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Xx.
Xxxxxx Xxxxxxx
000
Xxxxx Xxxxxx Xxxxxxx
Xxxxxx,
Xxxxxx Xxxx 00000
|
|
Re:
Delivery of Certain
Agreements in Escrow
Dear
Xx. Xxxxxxx:
Reference is made
to that certain “Letter Agreement” dated January 8,
2020 among Indus Holdings, Inc. (the “Company”), Edible
Management, LLC and you (the “Prior Agreement”).
Capitalized terms used and not otherwise defined in this letter
agreement have the meanings assigned to them in the Prior
Agreement.
This
will confirm our agreement as follows:
(a) The
Separation Agreement shall be released and be effective for all
purposes as of the initial closing (the “Initial Closing”) under
the Debenture and Warrant Purchase Agreement, dated on or about the
date hereof, by and among the Company, Indus Holding Company and
the investors signatory thereto (the “Purchase Agreement”).
Notwithstanding the foregoing, the Separation Agreement is amended
hereby to provide that (i) your resignation as chief executive
officer (“CEO”) shall be effective
immediately following the Initial Closing, (ii) you shall not be
required to resign from the board of directors of the Company or
any of its subsidiaries, and your resignation of such positions
shall not be effective by reason of the Separation Agreement, and
(iii) the foregoing amendments shall not affect your right to the
severance payments and other benefits provided to you under the
Separation Agreement.
(b) The
Notice of Redemption and the Redemption Waiver and Notice are
cancelled and shall be of no force or effect, The Company’s
super voting shares (the “Super Voting Shares”)
shall remain outstanding and shall be subject to the Voting
Agreement (as defined in the Purchase Agreement).
(c) The
Termination Agreement is cancelled and shall be of no force or
effect.
(d) The
Investment Agreement dated as of April 26, 2019 relating to the
Super Voting Shares (the “Investment Agreement”)
shall remain in full force and effect. Section 3.1 of the
Investment Agreement is hereby amended to provided that your
resignation as CEO pursuant to the Separation Agreement shall not
give rise to a right of the Company to redeem the Super Voting
Shares.
(e) The
agreement between the Company and you dated December 14, 2019
relating to the voting of the Super Voting Shares is hereby
terminated and in lieu thereof the Company and you agree that (i)
the Super Voting Shares shall at all times be voted by you in
accordance with the Voting Agreement, (ii) with respect to matters
within the scope of Section 1.7 of the Voting Agreement, the Super
Voting Shares shall at all times be voted by you as directed by (or
in accordance with the recommendation of) the Special Committee (as
defined in the Voting Agreement) and (iii) except as provided in
the preceding clauses (i) and (ii), the Super Voting Shares shall
at all times be voted by you as directed by the board of directors
of the Company.
This
Agreement shall be binding on and inure to the benefit of the
parties hereto and their respective successors and assigns. You
shall cause any transferee of the Super Voting Shares to assume
your obligations under paragraph (e) above pursuant to a written
instrument reasonably satisfactory to the board of directors of the
Company.
This
Agreement shall be governed by, and construed in accordance with,
the laws of the Province of British Columbia and the laws of Canada
applicable in that Province and the parties irrevocably attorn to
the exclusive jurisdiction of the courts of the Province of British
Columbia. This letter agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which
together shall be deemed to be one and the same agreement. A signed
copy of this letter delivered by facsimile, e-mail or other means
of electronic transmission shall be deemed to have the same legal
effect as delivery of an original signed copy of this letter
agreement.
[SIGNATURES
ON FOLLOWING PAGE]
Please
indicate your agreement to the foregoing by countersigning this
letter below.
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Sincerely,
INDUS
HOLDINGS, INC.
By:
/s/ Xxxx
Xxxxxxxxx
Name:
Xxxx Xxxxxxxxx
Title:
COO
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Agreed
to and Accepted:
/s/ Xxxxxx
Xxxxxxx
Name: Xxxxxx
Xxxxxxx
EDIBLE
MANAGEMENT, LLC
By
/s/ Xxxx
Xxxxxxxxx
Name:
Xxxx Xxxxxxxxx
Title:
COO
