MEMBERSHIP INTEREST PURCHASE AGREEMENT among FERNHILL CORP. And THE SELLERS IDENTIFIED HEREIN For the Purchase and Sale of QANDLESTICK, LLC, a New Jersey limited liability company and related & affiliated subsidiariesMembership Interest Purchase Agreement • November 22nd, 2021 • Fernhill Corp • Blank checks • Nevada
PROMISSORY NOTEPromissory Note • November 22nd, 2021 • Fernhill Corp • Blank checks • Nevada
FOR VALUE RECEIVED, and in conjunction with the Membership Interest Purchase Agreement dated November 15, 2021 (the "Purchase Agreement"), FERNHILL CORP., a Nevada corporation (the "Company"), hereby promises to pay to the order of RYAN KUIKEN, MARC DEVAUX, PETER BORDES, CLAY COWDERY, and the minority shareholders identified in Section 2.04 of the Disclosure Schedules of the Purchase Agreement (Individually and collectively the "Holder"), the principal sum of US$825,000.00 (the "Principal Amount") in accordance with Holder’s pro rata share as set forth in Schedule A attached hereto and incorporated herein by this reference, together with interest thereon from the date of issuance of this promissory note (this "Note"). Interest will accrue at a rate of 5% per annum. The principal and accrued interest of this Note will be due and payable by the Company on the earlier of i) the Company's receipt of sufficient funding from its pending registered and private offerings; or ii) November 15, 2
