0001683168-22-001040 Sample Contracts

Contract
Rider • February 15th, 2022 • Medicine Man Technologies, Inc. • Services-management consulting services • Colorado

This Rider (this “Rider”) is attached to and made a part of the Contract to Buy and Sell Real Estate (Commercial) dated as of January 26, 2022 (the “Contract”), by and between, Manitou Springs Real Estate Development, LLC, a Colorado limited liability company, as Seller, and Emerald Fields Merger Sub, LLC, a Colorado limited liability company, as Buyer, with respect to the Property, as more particularly defined in the Contract

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SECOND AMENDMENT TO RIDER TO CONTRACT TO BUY AND SELL REAL ESTATE
Medicine Man Technologies, Inc. • February 15th, 2022 • Services-management consulting services

This Second Amendment to Rider, (the "Second Amendment"), is made to the Rider, (the "Rider") attached to and made a part of the Contract to Buy and Sell Real Estate (Commercial) dated as of January 26, 2022 (the "Contract"), by and between, Manitou Springs Real Estate Development, LLC, a Colorado limited liability company, as Seller, and Emerald Fields Merger Sub, LLC, a Colorado limited liability company, as Buyer, with respect to the Property, as more particularly defined in the Contract.

AMENDMENT TO RIDER TO CONTRACT TO BUY AND SELL REAL ESTATE
Medicine Man Technologies, Inc. • February 15th, 2022 • Services-management consulting services

This Amendment to Rider, (the “Amendment”), is made to the Rider, (the “Rider”) attached to and made a part of the Contract to Buy and Sell Real Estate (Commercial) dated as of January 26, 2022 (the “Contract”), by and between, Manitou Springs Real Estate Development, LLC, a Colorado limited liability company, as Seller, and Emerald Fields Merger Sub, LLC, a Colorado limited liability company, as Buyer, with respect to the Property, as more particularly defined in the Contract.

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 15th, 2022 • Medicine Man Technologies, Inc. • Services-management consulting services

THIS AMENDMENT NO. 1 TO Agreement and Plan of Merger (this “Amendment”) is made as of February 9, 2022 (the “Effective Date”) by and among (i) Medicine Man Technologies, Inc., a Nevada corporation (“Parent”); (ii) Emerald Fields Merger Sub, LLC, a Colorado limited liability company (“Merger Sub”); (iii) MCG, LLC, a Colorado limited liability company (the “Company”); (iv) the Members of the Company; and (v) Donald Douglas Burkhalter and James Guldbrandsen, in their capacity as the Member Representatives. Parent, Merger Sub, the Company, the Member Representatives are each sometimes referred to herein as a “Party” and, collectively, the “Parties.” All capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
Bill of Sale and Assignment and Assumption Agreement • February 15th, 2022 • Medicine Man Technologies, Inc. • Services-management consulting services • Colorado

This Bill of Sale and Assignment and Assumption Agreement (this “Agreement”), dated as of February 9, 2022, is entered into by and among (i) Emerald Fields Merger Sub, LLC, a Colorado limited liability company (“Purchaser”) and (ii) 1508 Management, LLC, a Colorado limited liability company (“Seller”).

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