EXHIBIT 10.1
FIRST AMENDMENT TO
SHARE EXCHANGE AGREEMENT
THIS AGREEMENT made as of the 24th day of May, 2018.
AMONG
THE PERSONS IDENTIFIED ON SCHEDULE A TO THIS AGREEMENT AS THE SELLERS,
(together, the “Sellers”)
AND
MARATHON GLOBAL INC., a corporation incorporated under the laws of the Province of Ontario
(“Marathon”)
AND
KANEH BOSM BIOTECHNOLOGY INC., a corporation incorporated under the laws of the Province of British Columbia
(“KBB”)
WHEREAS the parties entered into a Share Exchange Agreement dated May 17, 2018 (the “Agreement”);
AND WHEREAS the parties have agreed to amend the Agreement as set out in this amending agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual provisions and covenants herein and in the Agreement, the parties hereby agree as follows:
1. | The Agreement is hereby amended as follows: |
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| (a) | Schedule A of the Agreement is hereby deleted and Schedule A hereto is hereby inserted in its place. |
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2. | In all other respects the terms and conditions set forth in the Agreement shall remain unamended, and time shall remain of the essence. |
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3. | Capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in this Agreement. |
IN WITNESS WHEREOF the parties hereto have executed these presents the day and year first above written.
MARATHON GLOBAL INC. | | KANEH BOSM BIOTECHNOLOGY INC. | |
| | | | | |
By: | /s/ Gavin Treanor | | By: | /s/ Eugene Beukman | |
| (Authorized Signatory) | | | (Authorized Signatory) | |
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SELLERS: | | | | |
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COSMOS HOLDINGS INC. | | | | |
| | | | | |
By: | /s/ Grigorios Siokas | | | | |
| (Authorized Signatory) | | | | |
| | | | | |
| | | | SIGNED, SEALED & DELIVERED In the presence of: | |
| | | | | |
| | | | /s/ Gavin Treanor | |
| | | | Gavin Treanor | |
| | | | | |
| | | | SIGNED, SEALED & DELIVERED In the presence of: | |
| | | | | |
| | | | /s/ Lianne Treanor | |
| | | | Lianne Treanor | |
| | | | | |
| | | | SIGNED, SEALED & DELIVERED In the presence of: | |
| | | | | |
| | | | /s/ Brian Treanor | |
| | | | Brian Treanor | |
SCHEDULE A
THE SELLERS, PURCHASED SHARES AND PAYMENT SHARES
Sellers | | Shareholder Address | | Number of Purchased Shares Held | | | Number of Payment Shares to be Received | |
Cosmos Holdings Inc. | | | | | 2,500,000 | | | | 5,000,000 | |
Gavin Treanor | | | | | 2,250,000 | | | | 4,500,000 | |
Lianne Treanor | | | | | 2,250,000 | | | | 4,500,000 | |
Brian Treanor | | | | | 500,000 | | | | 1,000,000 | |
| | Total | | | 7,500,000 | | | | 15,000,000 | |