CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL DEP NEVADA INC. Suite 150 Henderson, NV 89014 January 31, 2024Membership Interest Purchase Agreement • February 6th, 2024 • Body & Mind Inc. • Pharmaceutical preparations • Nevada
This letter agreement (“Letter”) is made and entered into in connection with that certain membership interest purchase agreement, and all exhibits and schedules thereto (the “Agreement”), between DEP Nevada Inc., a Nevada corporation (“DEP”), Vegas Brazil LLC, a California limited liability company (“Brazil”), and Nevada Medical Group, LLC, a Nevada limited liability company (the “Company”). Specifically, this Letter confirms and sets forth the mechanics for Brazil’s economic takeover of the Company while the regulatory approval for the transaction contemplated in the MIPA is pending. Any capitalized terms used but not defined in this Letter Agreement, shall have the meaning ascribed to them in the MIPA.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 6th, 2024 • Body & Mind Inc. • Pharmaceutical preparations • Nevada
This membership interest purchase agreement (the “Agreement”) is entered into as of January 31, 2024 (the “Effective Date”) by and between (i) Vegas Brazil LLC, a California limited liability company (the “Buyer”), (ii) Nevada Medical Group, LLC, a Nevada limited liability company (the “Company”), and (iii) DEP Nevada, Inc., a Nevada corporation (the “Seller”). The Buyer, Company, and the Seller may also be referred to herein individually as a “Party” and collectively as the “Parties”.
