Item 1.01 Entry into a Material Definitive Agreement
On
The Stock Exchange Agreement contains customary representations, warranties and
covenants of each of the parties. The consummation of the agreement is subject
to various closing conditions. Either the Company or VeganNation may terminate
the Stock Exchange Stock Exchange Agreement if the Closing does not occur before
The above description of the Stock Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Exchange Agreement itself, which is filed as Exhibit 2.1 to this report and incorporated herein by reference. The inclusion of the Stock Exchange Agreement with this report is not intended to provide investors with factual information other than the fact of the terms and conditions of the Stock Exchange Agreement. The representations and warranties included in the Stock Exchange Agreement were made by the parties for the purposes of allocating contractual risk among them and not as a means of establishing facts (and as such are subject to different standards of materiality and are qualified by a confidential disclosure letter). Only the parties to the agreement and specified have a right to enforce the Stock Exchange Agreement or rely on the representations it contains.
Item 8.01 Other Events
On
The Company and Target have terminated all discussions relating to the acquisition of the Target.
Item 9.01 Financial Statement and Exhibits (d) Exhibits. The following exhibits are being filed herewith: No. Description 2.1 Stock Exchange Agreement, dated as ofApril 25, 2021 amongSipup Corp , withVeganNation Services, Ltd. , and the shareholders of VeganNation 1
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