Exhibit 99.2

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of October 28, 2021 (the “Effective Date”) by and between (i) Double Brow, LLC, a Colorado limited liability company (“Purchaser”), (ii) Medicine Man Technologies, Inc., a Nevada corporation (“Parent”), (iii) BG3 Investments, LLC, a Colorado limited liability company (“BG3”), (iv) Black Box Licensing, LLC, a Colorado limited liability company (“Black Box”, and together with BG3, individually, “Seller” and collectively, “Sellers”), and (v) Brian Searchinger, an individual residing in Boulder, Colorado, the sole equityholder of BG3, and an equityholder of Black Box (“Searchinger” or “Equityholder”). Purchaser, Parent, each Seller and the Equityholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties entered into that certain Asset Purchase Agreement dated June 25, 2021 (the “Agreement”); and

WHEREAS, the Parties wish to amend certain provisions of the Agreement as set forth below.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

The aggregate purchase price for the Purchased Assets (the “Purchase Price”) will consist of the assumption by Purchaser of the Assumed Liabilities as set forth in Section 1.3 and the payment, in the form set forth herein, by Purchaser to Sellers or such other Persons as set forth herein, of an amount (the “Closing Purchase Price”) equal to (i) $3,500,000 plus (ii) $15,750 as reimbursement for security deposits on the Leased Real Property, plus or minus (iii) subject to Section 2.3, the Inventory Adjustment Amount.

“Holdback Consideration” means that number of shares of Parent Common Stock equal to Three Hundred Fifty Thousand Dollars ($350,000.00) divided by the Per Share Price.

Subject to the satisfaction or waiver of all of the conditions set forth in Section 3.2, at the Closing, Purchaser will cause Parent to issue a number of shares of the common stock of Parent (the “Parent Common Stock”) to BG3 equal to (i) (A) forty-five point seven percent (45.7%) multiplied by (B) the Closing Purchase Price divided by (ii) the Per Share Price less (iii) the Holdback Consideration (the “Stock Consideration”).

Within three (3) days following the applicable Holdback Release Date, Purchaser will transfer and deliver or cause to be transferred and delivered to BG3 the portion of the Holdback Consideration payable on such applicable Holdback Release Date as set forth in Section 7.1(c) which has not been used to satisfy any adjustments or obligations pursuant to Article VII. Any amount of Holdback Consideration that is the subject of a dispute on a Holdback Release Date will continue to be Holdback Consideration and will not be released to BG3 until such dispute is finally resolved, as set forth in Section 7.1(c).

The Holdback Consideration, less any amounts that have been released to compensate any Purchaser Indemnified Persons for Damages as provided in this Article VII will be issued or released, as applicable, in the amounts and on the dates as set forth in this Section 7.1(c), to Sellers within ten (10) Business Days after the applicable release date (each, a “Holdback Release Date”); provided, that any portion of the Holdback Consideration that is necessary to satisfy any pending Claims specified in a written notice delivered to Seller prior to 11:59 p.m., Mountain Time on the applicable Holdback Release Date will not be payable to Sellers hereunder until final resolution of all such Claims, at which time the amount of the Holdback Consideration, as applicable, held back to satisfy such pending Claims, to the extent not released to compensate any Purchaser Indemnified Persons for Damages as provided in this Article VII will be issued and/or released to Sellers pursuant to Section 2.2(d). Subject to the terms of this Section 7.1(c), the Holdback Release Dates and the corresponding amounts to be released on each such Holdback Release Date are as follows: (A) thirty-four percent (34%) of the Holdback Consideration shall be released and transferred on January 1, 2022, (B) thirty-three percent (33%) of the Holdback Consideration shall be released and transferred on June 30, 2022, and (C) thirty-three percent (33%) of the Holdback Consideration shall be released and transferred on December 31, 2022.

[signatures contained on next page]

Executed by the undersigned as of the date first written above.

PURCHASER:

DOUBLE BROW, LLC

By: Medicine Man Technologies, Inc.

Its: Sole Member

By: _______________________________

Name: Justin Dye

Title: Chief Executive Officer

PARENT:

MEDICINE MAN TECHNOLOGIES, INC.

By: ___________________________________

Name: Justin Dye

Title: Chief Executive Officer

SELLERS:

BG3 INVESTMENTS, LLC

By: ___________________________________

Name: Brian Searchinger

Title: Sole Member

BLACK BOX LICENSING, LLC

By: ___________________________________

Name: Brian Searchinger

Title: Manager

EQUITYHOLDER:

Brian Searchinger

_______________________________________

Signature Page to Amendment No. 1 to Asset Purchase Agreement

Exhibit 99.1

NEWS RELEASE

SCHWAZZE CLOSES ACQUISITION OF DRIFT

Expanding Retail Footprint in Boulder County, Colorado

DENVER, CO – January 26, 2022 – Schwazze, (OTCQX:SHWZ) ("Schwazze" or the “Company"), is pleased to announce that it has closed the transaction to acquire the assets of BG3 Investments, LLC dba Drift which consists of two cannabis dispensaries located in Boulder, Colorado. This purchase continues Schwazze’s expansion plan in Colorado, adding to the Company’s current dispensary footprint, and bringing the total number of dispensaries to twenty. As part of the purchase, Schwazze will also acquire the assets of Black Box Licensing, LLC, which contains certain intellectual property.

“We look forward to adding these dispensaries to our portfolio. The Company remains focused on bringing excellent shopping experiences to all areas of Colorado by providing a wide assortment of quality products along with great service that our customers have come to expect from our brands.  We are excited to bring that experience to our customers in Boulder,” said Nirup Krishnamurthy, Schwazze’s COO.

The consideration for the acquisition was $3.5 million and was paid as $1.9 million in cash, and $1.6 million in common stock.

Corporate Update

Since April 2020, Schwazze has announced and/or acquired a total of 32 cannabis dispensaries, including the ten R. Greenleaf New Mexico dispensaries. The Company has also announced and/or acquired in 2021 a total of seven cultivation facilities, three in Colorado - SCG Holding LLC, Brow 2 LLC and Star Buds - and four licensed by Medzen and RGO in New Mexico. The R. Greenleaf acquisition will add a New Mexico manufacturing asset, Elemental Kitchen & Laboratories, LLC, to the Company’s manufacturing plant, Purplebee’s in Colorado.

In May 2021, Schwazze announced its BioSciences division and in August 2021 it commenced home delivery services in Colorado.

About Schwazze

Schwazze (OTCQX: SHWZ) is building a premier vertically integrated regional cannabis company with assets in  Colorado and New Mexico and will continue to take its operating system to other states where it can develop a differentiated regional leadership position.  Schwazze is the parent company of a portfolio of leading cannabis businesses and brands spanning seed to sale. The Company is committed to unlocking the full potential of the cannabis plant to improve the human condition. Schwazze is anchored by a high-performance culture that combines customer-centric thinking and data science to test, measure, and drive decisions and outcomes. The Company's leadership team has deep expertise in retailing, wholesaling, and building consumer brands at Fortune 500 companies as well as in the cannabis sector. Schwazze is passionate about making a difference in our communities, promoting diversity and inclusion, and doing our part to incorporate climate-conscious best practices. Medicine Man Technologies, Inc. was Schwazze’s former operating trade name. The corporate entity continues to be named Medicine Man Technologies, Inc.

Schwazze derives its name from the pruning technique of a cannabis plant to enhance plant structure and promote healthy growth.

Forward-Looking Statements

This press release contains “forward-looking statements.” Such statements may be preceded by the words “may,” “estimates”, “predicts,” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control and cannot be predicted or quantified. Consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) our inability to manufacture our products and product candidates on a commercial scale on our own or in collaboration with third parties; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; (v) difficulties in securing regulatory approval to market our products and product candidates; (vi) our ability to successfully execute our growth strategy in Colorado and outside the state, (vii) our ability to identify and consummate future acquisitions that meet our criteria, (viii) our ability to successfully integrate acquired businesses and realize synergies therefrom, (ix) the actual revenues derived from the Company’s Star Buds assets, (x) the Company’s actual revenue and adjusted EBITDA for 2021, (xi) the Company’s ability to generate positive cash flow for the rest of 2021 (xii) the ongoing COVID-19 pandemic, (xiii) the timing and extent of governmental stimulus programs, and (xiv) the uncertainty in the application of federal, state and local laws to our business, and any changes in such laws. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise except as required by law.