mcig_ex10z10.htm - Generated by SEC Publisher for SEC Filing







 





AMENDMENT
TO


STOCK PURCHASE AGREEMENT 


 


This
amendment to the Stock Purchase Agreement, dated August 7, 2014and amended May
23, 2014 (“Amendment”) is made as of the 7th day of August, 2014, by
and between mCig, Inc., a Nevada Corporation (“Purchaser”) and Patrick J. Lucey
and Katherine J. Nichols (“LUCEY”), Chad A. Shaffer and Sara F. Shaffer (“SHAFFER” and collectively
with LUCEY and Purchaser, the “Parties”).


 


WHEREAS, the Parties entered into that certain Stock
Purchase Agreement, dated August 7, 2014 and amended May 23, 2014 (“Agreement”);


WHEREAS,
the Parties have determined to amend
one provision of the Agreement


NOW,
THEREFORE, in consideration of the
mutual promises, covenants and conditions hereinafter set forth, the parties
hereto hereby agree as follows:


1.      Paragraph 1.1(d) shall be modified solely to read: Legacy
Management and Control. Each of LUCEY and SHAFFER shall execute appropriate
agreements of up to ten (10) years to permit of LUCEY and SHAFFER to permit
them to continue to assist in making all day to day business decisions as
employees or consultants to Vapolution, Inc., a California corporation and
report to the Board of Directors. LUCEY and SHAFFER agree that they will resign
all positions held on the Board of Director and simultaneously appoint the
designee of mCig to the Board of Directors. In the event the obligations
pursuant to paragraph 1.1(e) are triggered, mCig shall cause its designee to
resign in favor or the designee of LUCEY and SHAFFER.  


2.                             
Miscellaneous.  All capitalized terms used herein and
not otherwise defined shall have the meanings assigned in the Agreement as
amended.  Except as modified herein, all covenants, terms and conditions of the
Agreement shall remain in full force and effect, which covenants, terms and
conditions the parties hereby ratify and affirm.  This Amendment may be
executed in several counterparts, each one of which shall constitute an
original and all collectively shall constitute but one instrument.


 


SIGNATURES ON
FOLLOWING PAGE


 


 


 


 


 


 


 








1 | Page





Amendment
to


 Stock Purchase Agreement, dated
January 23, 2014 and amended May 23, 2014


by and between 


mCig 


and Patrick J. Lucey and Katherine J.
Nichols, Chad A. Shaffer and Sara F. Shaffer 


 







 





 





IN
WITNESS WHEREOF, the parties have executed this AMENDMENT as of the Effective Date. 


 


 


Dated: AUGUST 7, 2014


 


/s/ Patrick J. Lucey


____________________________


Patrick J. Lucey, Seller 


Dated: AUGUST 7, 2014


 


/s/ Katherine J. Nichols


____________________________


Katherine J. Nichols, Seller 


Dated: AUGUST 7, 2014


 


/s/ Chad A. Shaffer


____________________________


Chad A. Shaffer, Seller 


Dated: AUGUST 7, 2014


 


/s/ Sara F. Schaffer


____________________________


Sara F. Schaffer, Seller 


 


 


 


Dated: JANUARY 22, 2014 


/s/ Paul Rosenberg


_____________________________


Paul Rosenberg, Purchaser 


 


 











2 | Page





Amendment
to


 Stock Purchase Agreement, dated
January 23, 2014 and amended May 23, 2014


by and between 


mCig 


and Patrick J. Lucey and Katherine J.
Nichols, Chad A. Shaffer and Sara F. Shaffer