Amendment to Operating Agreement of Exactus One World, LLC

On October 23, 2019, the Amended and Restated Operating Agreement (the “Operating Agreement”) of Exactus One World, LLC (“EOW”) was amended (the “First Amendment”). Under the terms of the First Amendment, the minority members of EOW conveyed their 49.9% membership interest and rights to distributions related to the current 2019 hemp crop underway to Exactus, Inc. (the “Company”). As a result, the Company acquired the right to receive 100% of the distributions of net profit from the 2019 hemp crop on approximately 225 acres of farmland currently growing in Oregon. Since March 2019, the Company has owned 50.1% of the limited liability membership interests in EOW. In addition, the members amended the payment schedule under which farm costs are required to be made by the Company. As consideration for the amendment, the Company agreed to issue 1,223,320 shares of its common stock, par value $0.0001 per share, to the minority members of EOW.

The shares of common stock sold and issued as stated in the paragraph above were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws.

The foregoing description of the terms of the First Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the First Amendment, a copy of which is filed as Exhibit 10.1 and is incorporated herein by reference.

Amendment to Management and Services Agreement

On October 23, 2019, the Company, Ceed2Med, LLC (“C2M”), Vladislav Yampolsky, Jamie Goldstein, and Emiliano Aloi entered into the Amendment (the “MSA Amendment”), effective March 1, 2019, to the Management and Services Agreement (the “MSA”) previously entered by the parties and previously filed as Exhibit 10.2 to the Company’s Current Report on 8-K filed with the SEC August 1, 2019. C2M, Vladislav Yampolsky and Emiliano Aloi are directors or officers of the Company and are considered affiliates of the Company. The MSA Amendment extended the termination date of the MSA to December 31, 2024 and expanded the scope of services to be provided by C2M to the Company. The MSA Amendment was approved by a majority of the disinterested directors of the Company.

The foregoing description of the terms of the MSA Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the MSA Amendment, a copy of which is filed as Exhibit 10.2 and is incorporated herein by reference.

Promissory Note

During October 2019, the Company entered into two short-term promissory notes (the “Notes”) for a total of $85,000. $50,000 of the Notes were subscribed by Andrew Young, an officer of the Company. The Notes become due and payable 2 weeks following the issuance date and bear interest at a rate of twelve (12%) percent per annum prior to the maturity date, and eighteen (18%) per annum if unpaid following the maturity date. The Notes are unsecured obligations of the Company. In addition, the Notes carry a 10% original issue discount.

The foregoing description of the terms of the Notes does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the Form of 12% Promissory Note which is filed as Exhibit 10.3 is incorporated herein by reference.

On October 24, 2019, we released the press release furnished herewith as Exhibit 99.1.

* Filed herewith

Exactus, Inc. Exhibit
EX-10 2 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1     Exhibit 10.1   FIRST AMENDMENT TO OPERATING AGREEMENT OF EXACTUS ONE WORLD,…
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About EXACTUS, INC. (OTCMKTS:EXDI)

Exactus, Inc. (Exactus), formerly Spiral Energy Tech, Inc., is a life science company. The Company will develop and commercialize Point-of-Care (POC) diagnostics for measuring proteolytic enzymes in the blood based on a detection platform. The Company’s primary business focus will be the development and commercialization of the FibriLyzer and related technology licensed by Exactus. The Company’s products will employ a disposable test biosensor strip combined with a portable hand held detection unit that provides a result in approximately 30 seconds. The Company intends to file to gain regulatory approval and launch its products in the United States and Europe.