RE:RE:Aug 5 report Share Purchase. Notwithstanding the terms hereof, the Purchaser and the Vendors may jointly
elect in writing (the "Share Purchase Jolt Election") to purchase and sell (respectively) all of
the shares of Choom BC, Choom AB and/or Choom ON held by Choom (such shares, the
"Shares"), instead of the assets described in this Letter Agreement, and in that event:
the definition of "Purchased Assets" shall be deemed to include the Shares:
the definition of "Stores" shall be deemed to exclude the BC Stores (if the Shares include
the shares of Choom BC), the AB Stores (if the Shares include the shares of Choom AB),
and the ON Stores (if Shares include the shares of Choom ON);
the definition of Purchase Price" shall be deemed to include the amount specified in the
Share Purchase Joint Election, which shall be equal to he amount (hat would have been
allocated to the assets held by the BC Stores (if the Shares include the shares of Choom
BC), the AB Stores (if the Shares include the shares of Choom AB), and the ON Stores (if
Shares include the shares of Choom ON had the Share Purchase Joint Election na
been made and
Section 13 shall not apply in respect of the purchase and sale of the Shares, and instead
the performance by the Parties of their obligations to complete the purchase and sale of
the Shares shall be subject to the satisfaction or waiver of the following conditions
precedent on or prior to the Closing Uate:
(i)
the Reverse Vesting Order will have been granted by
the Court and will not have
been staved. varied or vacated and no order will have been issued and no action
or proceeding will be pending to restrain, enjoin or prohibit the completion of the
purchase and sale of the Shares; and
purchase and sale or the shares shall not result in a default occurring under any
Lease Agreement or License
Title and Risk. Title to and risk of loss of the Purchased Assets will remain with the Vendors
until the Closing Date and will transfer to the Purchaser upon compietion of the Transaction
Post-Closing Covenants. After the Closing Date, the Vendors shall, if requested by the
Purchaser, and at the Purchasers expense, execute and deliver, or cause to be executed and
elro, conveyances, transters and otner assurances
necessary or desirable to carry out the intent or this Lefter Agreement and complete the
Transaction
No Assignment. This Letter Agreement may not be assigned by any party hereto without the
prior written consent of the other party having first been.
Governing Law. This Letter Agreement shall be governed by the laws of British Columbia
Fees and Expenses. The parties agree to bear their own respective costs and expenses with
respect to the negotiation, preparation and execution of this Letter Agreement, and all other
documents entered into or delivered in connection therewith, and no party shall have any liability
to the other for anv such expenses