Exhibit 10.2
AMENDMENT TO
FIRST AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
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 Corporations”), 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.”
Recitals
A.The Parties entered into that certain Agreement and Plan of Reorganization and Liquidation dated April 18, 2021 (“Original Plan”) and that certain First Amended and Restated Agreement and Plan of Reorganization and Liquidation dated May 28, 2021 (“First Amended Plan” and together with the Original Plan, the “Plan”).
B.The Parties wish to amend the Plan as set forth herein.
NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:
| 1. | Removal of Station 2. Station 2 is hereby removed and deleted from the Plan such that the only Acquired Corporation party to the Plan is TDM. |
