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Hydaway Digital Corp. — M&A Activity 2024
Oct 19, 2024
48371_rns_2024-10-18_f07b26c3-0ca0-45cb-9964-444f5a97ef01.pdf
M&A Activity
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AMENDMENT NO. 1 TO THE AMALGAMATION AGREEMENT
This Amendment No. 1 (this “Amendment”) to that amalgamation agreement dated August 30, 2024 (the “Amalgamation Agreement”) among Hydaway Ventures Corp., 1491386 B.C. Ltd. and DMT Digital Corp. (collectively, the “Parties”) is entered as of October 16, 2024 (the “Effective Date”).
WHEREAS:
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A. The Parties have previously entered into the Amalgamation Agreement; and
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B. The Parties desire to amend the Amalgamation Agreement as set forth in this Amendment,
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
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Unless otherwise defined in this Amendment, capitalized terms used but not defined shall have their respective meanings as set forth in the Amalgamation Agreement.
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Section 2.14 of the Amalgamation Agreement is deleted in its entirety and replaced with the following:
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“2.14 In addition to any other resale restrictions that may be imposed, DMT acknowledges and agrees that the Hydaway Consideration Shares to be issued to each former DMT Shareholder pursuant to the Amalgamation will be subject to a hold period and releases as to 20% on the date that is one (1) month after the Effective Date and an additional 20% every month thereafter, unless such former DMT Shareholder holds less than 5,000 Hydaway Shares (including Hydaway Consideration Shares) immediately following the Effective Time.”
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This Amendment, together with the Amalgamation Agreement as amended hereby, constitutes the entire agreement and understanding of the Parties with respect to those subject matters hereof and thereof, and supersedes all prior and contemporaneous negotiations, correspondence, agreements, understandings, duties and obligations with respect to the subject matters hereof.
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Except as modified by this Amendment, the Amalgamation Agreement remains in full force and effect in accordance with its terms, and is hereby ratified, confirmed and approved in all respects by the Parties without any further modification.
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This Amendment may be executed in any number of counterparts and delivered by email or facsimile, each of which shall be deemed to be an original, but all of which together shall constitute the same Amendment. Execution and delivery of this Amendment by facsimile or other electronic means shall be deemed to be, and shall have the same effect as, execution by an original signature and delivery in person.
[Signatures on the following page]
IN WITNESS WHEREOF the Parties have executed this Amendment as of the Effective Date.
HYDAWAY VENTURES CORP.
"Robin Gamley" Per: Authorized Signatory
1491386 B.C. LTD.
"Robin Gamley" Per: Authorized Signatory
DMT DIGITAL CORP.
"Karl Kottmeier" Per:
Authorized Signatory
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