Exhibit 10.1


 





Amendment

to

Securities Purchase Agreement


 


This Amendment
To Securities Purchase Agreement (this “Amendment”) is entered into as of May 20, 2020, by and between
Medicine Man Technologies, Inc., a Nevada corporation also known as Schwazze (the “Company”) and Dye Capital
Cann Holdings, LLC, a Delaware limited liability company (the “Buyer”). Capitalized terms used but not defined
herein shall have the meanings given them in the Purchase Agreement (as defined below).


 


RECITALS


 


WHEREAS, the
Company and the Buyer previously entered into that certain Securities Purchase Agreement, dated as of June 5, 2019 (as amended,
the “Purchase Agreement”); and


 


WHEREAS, the
Company and the Buyer wish to amend the Purchase Agreement pursuant to this Amendment.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the mutual agreements, covenants and considerations contained herein, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


 


1.               
Amendment to Section 1(a) of the Purchase Agreement. Section 1(a) of the Purchase Agreement is hereby amended
to read in its entirety as follows:


 


“Purchase of Common Shares and
Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below with respect to each
Closing, as applicable, at the applicable Closing, the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase
from the Company on each Closing Date (as defined below), on the terms set forth herein, (w) at the Initial Closing (as defined
below), 1,500,000 Common Shares, along with Warrants to acquire up to 1,500,000 Warrant Shares, (x) at the Second Closing (as defined
below), 3,500,000 Common Shares, along with Warrants to acquire up to 3,500,000 Warrant Shares, (y) at the Third Closing (as defined
below), a minimum of 3,000,000 Common Shares and at Buyer’s election, up to a total of 5,500,000 Common Shares, along with
Warrants to acquire up to a corresponding number of Warrant Shares (collectively, the “Third Closing Option Shares”),
and (z) at the Fourth Closing (as defined below), 187,500 Common Shares, along with Warrants to acquire up to 187,500 Warrant Shares
(collectively, the “Fourth Closing Shares”). The date of the initial Closing (the “Initial Closing”)
is the “Initial Closing Date.” The date of the second closing (the “Second Closing”) is the
“Second Closing Date.” The date of the third Closing (the “Third Closing”) is the “Third
Closing Date.” The date of the fourth Closing (the “Fourth Closing”) is the “Fourth Closing
Date.””


 


2.               
Amendment to Section 1(b) of the Purchase Agreement. Section 1(b) of the Purchase Agreement is hereby amended
to read in its entirety as follows:


 


“Closing. The Initial Closing
Date, the Second Closing Date, the Third Closing Date and the Fourth Closing Date (each, a “Closing Date”) shall
be 12:00 p.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company and
the Buyer) after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below,
as applicable to the Closing, at the offices of Dentons US LLP, 1221 Avenue of the Americas, New York, NY 10020. The Closings may
also be undertaken remotely by electronic transfer of Closing documentation.”


 


 


 






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3.               
Addition of Section 7(d) of the Purchase Agreement. A new Section 7(d) of the Purchase Agreement is hereby
amended to read in its entirety as follows:


 


“(d)       On May
__, 2020, or such other date as mutually agreed by Buyer and the Company, the Buyer shall purchase 187,500 Fourth Closing Shares.
Such purchase and sale is subject to the satisfaction, at or before the Fourth Closing Date, of each of the following conditions,
provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion
by providing the Company with prior written notice thereof:


 


(i)       The
Company shall have delivered to the Buyer a copy of the Irrevocable Transfer Agent Instructions with respect to the Fourth Closing,
which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.


 


(ii)       The
Company shall have duly executed and delivered to the Buyer (A) each of the Transaction Documents, (B) the Common Shares being
purchased by the Buyer at the Fourth Closing pursuant to this Agreement and (C) the related Warrants being purchased by the Buyer
at the Fourth Closing pursuant to this Agreement.


 


(iii)       The
representations and warranties of the Company contained in this Agreement shall be true and correct as of the date when made and
as of the Fourth Closing Date as though made at that time (except for representations and warranties that speak as of a specific
date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in
all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or
complied with by the Company at or prior to the Fourth Closing Date.


 


(iv)       The
Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as
of the Fourth Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the
SEC or the Principal Market have been threatened, as of the Fourth Closing Date, either (A) in writing by the SEC or the Principal
Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market.


 


(v)       The
Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale
of the Securities.


 


(vi)       The
Company shall have delivered to the Buyer such other documents relating to the transactions contemplated by this Agreement as the
Buyer or its counsel may reasonably request.”


 


4.               
Amendment to Recitals. The recitals to the Purchase Agreement are hereby deemed to be amended to reflect the
amendments set forth in this Amendment as well as any prior amendment to the Purchase Agreement.


 


5.               
Representations and Warranties of the Company. The Company has the requisite corporate power and authority
to enter into and perform its obligations under this Amendment, including the Purchase Agreement as amended by this Amendment.
The execution and delivery of this Amendment and the consummation by the Company of the transactions contemplated hereby (including
the Purchase Agreement as amended by this Amendment), including, without limitation, the issuance of the Common Shares and the
Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been
duly authorized by the Company’s Board of Directors and no further filing, consent or authorization is required by the Company,
its Board of Directors or its stockholders. This Amendment has been duly executed and delivered by the Company, and constitutes
the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as
such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies


 


6.               
Miscellaneous.


 


(a)             
This Amendment shall be automatically effective upon the execution and delivery hereof by the Company and the Buyer.


 


(b)            
Except as expressly set forth herein, the Purchase Agreement shall remain in full force and effect.


 


 


 






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(c)             
All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed
by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each
party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,
AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS
AMENDMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(d)            
This Amendment may be executed in counterparts, each of which shall be deemed an original, but both of which together shall
constitute one and the same instrument. Either or both parties may execute this Amendment by facsimile signature or scanned signature
in PDF format, and any such facsimile signature or scanned signature, if identified, legible and complete, shall be deemed an original
signature and each of the parties is hereby authorized to rely thereon.


 


(e)             
In the event one or more of the provisions of this Amendment should, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Amendment, and this
Amendment shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. In the event
of any inconsistencies between this Amendment and the Purchase Agreement, the terms of this Amendment shall govern. Except as set
forth above, the Purchase Agreement shall remain in full force and effect in accordance with its terms.


 


(f)             
The provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors,
assigns, heirs, executors and administrators and other legal representatives.


 


[Signature Pages Follow]


 


 


 






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In
Witness Whereof, the parties hereto have executed this Amendment as of the date set forth in the first paragraph above.


 


COMPANY: 


 


Medicine
Man Technologies, Inc.


 


By:/s/ Nancy Huber               


       Name: Nancy Huber


       Title: Chief Financial Officer


 


 


 


 


[Amendment
to Securities Purchase Agreement]


 











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In
Witness Whereof, the parties hereto have executed this Amendment as of the date set forth in the first paragraph above.


 


PURCHASER: 


 


Dye
Capital Cann Holdings, LLC


 


By: Dye Capital & Company, LLC, its


managing member


 


By:/s/ Justin Dye                 


       Name: Justin Dye


       Title: Managing Member


 


 


 


 


 


 


 


 






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