AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATIONAgreement and Plan of Reorganization and Liquidation • October 19th, 2022 • TREES Corp (Colorado) • Retail-drug stores and proprietary stores
THIS AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION (the “Agreement”) is entered into as of October 14, 2022 by and between TREES Corporation (f/k/a General Cannabis Corp.), a corporation organized under the laws of Colorado, (“Parent”), Trees Colorado LLC, a limited liability company organized under the laws of Colorado that is a disregarded entity for federal income tax purposes since it is wholly-owned by Standard Cann, Inc. (a wholly-owned subsidiary of Parent) (“Acquirer”), or the assigns of Parent and Acquirer, TDM, LLC, a limited liability company organized under the laws of Colorado that has elected to be treated as an S Corp for Tax purposes (“TDM”), Station 2, LLC, a limited liability company organized under the laws of Colorado that has elected to be treated as an S Corp for Tax purposes (“Station 2”) (each S Corp, collectively with their respective subsidiaries, affiliates and assigns, “Acquired Corporation” or “Acquired Corpora
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 19th, 2022 • TREES Corp (Colorado) • Retail-drug stores and proprietary stores • Colorado
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into October 14, 2022, by and between TREES Corporation (f/k/a General Cannabis Corp.), a corporation organized under the laws of Colorado, (“Parent”), Trees Colorado LLC, a limited liability company organized under the laws of Colorado that is a disregarded entity for federal income tax purposes since it is wholly-owned by Standard Cann, Inc. (a wholly-owned subsidiary of Parent) (“Acquirer”), or the assigns of Parent and Acquirer, STATION 2, LLC, a limited liability company organized under the laws of Colorado (STATION 2, LLC, with its subsidiaries, affiliates and assigns, “Acquired Corporation”), and Timothy Brown, an individual residing in Colorado (“Member”). Parent, Acquirer, Acquired Corporation (each together with their respective subsidiaries, affiliates and assigns) and Member are sometimes referred to individually as a “Party” and collectively as the “Parties.”
