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Legible Inc. Merger & Acquisition 2021

Nov 25, 2021

43616_rns_2021-11-24_1296f523-38d6-43fb-8b63-bd07ff8b70b7.pdf

Merger & Acquisition

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AMENDING AGREEMENT

THIS AGREEMENT made effective as of the 19[th] day of November, 2021.

AMONG:

TWENTY20 INVESTMENTS INC. (herein referred to as “ T20 ”)

  • and -

1284380 B.C. LTD. (herein referred to as “ Subco ”)

  • and -

LEGIBLE MEDIA INC. (herein referred to as “ Legible ”)

(T20, Subco and Legible are collectively referred to as the “ Parties ”)

WHEREAS:

  • A. The Parties entered into an amalgamation agreement dated effective January 18, 2021, as amended pursuant to amending agreements dated effective March 31, 2021, July 31, 2021 and September 30, 2021 (collectively, the “ Amalgamation Agreement ”); and

  • B. The Parties desire to amend the terms of the Amalgamation Agreement to extend the Sunset Date.

NOW THEREFORE in consideration of the sum of $1.00 exchanged between T20 and Legible, and for other good and valuable consideration exchanged between the Parties, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties hereto covenant and agree as follows:

  1. All capitalized terms used in this Amending Agreement shall have the same meaning as ascribed to them in the Amalgamation Agreement unless otherwise defined herein.

  2. The Amalgamation Agreement is hereby amended, effective as of the date hereof, by deleting the current definition of “Sunset Date” in Section 1 of the Amalgamation Agreement in its entirety and replacing it with the following:

Sunset Date ” means November 30, 2021, or such later date as the parties may mutually approve in writing;

  1. This Amending Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors, receivers, receiver-managers, trustees and permitted assigns.

  2. This Amending Agreement may be executed in several counterparts, including execution by facsimile, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and, notwithstanding their date of execution, shall be deemed to bear the date as of the date above written.

  3. Save and except as amended herein, all other terms, conditions and provisions of the Amalgamation Agreement shall continue to be in full force and effect as unamended.

[ signature page follows ]

CAN: 38934695.1

2

IN WITNESS WHEREOF the Parties hereto have executed this Amending Agreement effective the day and year first above written.

TWENTY20 INVESTMENTS INC.

1284380 B.C. LTD.

Per: (signed) “ Shelley GermannAuthorized Signatory

Per: (signed) “ Shelley GermannAuthorized Signatory

LEGIBLE MEDIA INC.

Per: (signed) “ Helina PatienceAuthorized Signatory

CAN: 38934695.1