TO MANAGEMENT AND SERVICES AGREEMENT
AMENDEDMENT TO MANAGEMENT AND SERVICES AGREEMENT (this "Agreement")
is made as of October 23, 2019, effective as of March 1, 2019, by
and between Exactus, Inc. (the "Company"), a Nevada corporation,
Ceed2Med, LLC (“C2M”), a Florida limited liability
company, Vladislav Yampolsky (“Yampolsky”), Jamie
Goldstein (“Goldstein”) and Emiliano Aloi
(“Aloi”, and together with the Company, C2M, Yampolsky
and Goldstein, the “Parties”)).
WHEREAS, the Parties entered into the
Management and Services Agreement on July 31, 2019 (the
“Original Agreement”), and desire to amend the Original
WHEREAS, the Parties believe that it is
in their mutual best interests to amend the Original Agreement in
order to avoid any ambiguities and to reflect the Parties agreement
and as such are entering into this Amended and Restated Agreement
and Plan of Merger;
NOW, THEREFORE, in consideration of the
mutual covenants, agreements, representations and warranties
contained herein, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
Section 2 is hereby
amended by adding the following project management and operational
all flower, trim, drying, storage and shipping.
white label manufacture and production services.
Interface with law
enforcement for regulatory compliance.
required, handle shipping and waybills, including under any
licenses or permits issued to C2M and submit applications for
licenses and permits if required by the Company.
Negotiate with the
minority owners an amendment to the Operating Agreement of EOW for
distribution and allocation to provide for up to 100% (from 50.1%)
of the results of operations of the 2019 harvest to enure to the
benefit of the Company by amendment of the payments schedule and
distribution provisions curing and waiving any defaults or
Section 4 of the
Original Agreement is hereby amended as follows:
Condition” 2 is hereby deleted and replaced with the
2) C2M shall have taken
steps to prepare for manufacture and delivery of product against
Purchase Order No. 001 (not less than $150,000 of which will be
delivered on or prior to June 30, 2019 and 90% of which will be
delivered on or prior to December 31, 2019).
Section 7 of the
Original Agreement is hereby amended by deleting December 31, 2019
and replaced with December 31, 2024.
Except as otherwise
set forth herein, the terms and provisions of the Original
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have
executed this Management Agreement as of the date first above
written. Signed this 23 day of October 2019.
Title: Chief Executive
Title: Chief Financial
By: /s/ Vadislav