CRW Capital Holdings II, LLC - Nov 30, 2022 Form 3 Insider Report for Medicine Man Technologies, Inc. (SHWZ)

Role: 10%+ Owner
Signature: /s/ Marc R. Rubin, individually, as Treasurer of CRW Capital Holdings II, LLC
Stock symbol: SHWZ
Transactions as of: Nov 30, 2022
Transactions value $: $0
Form type: 3
Date filed: 12/2/2022, 07:00 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	SHWZ	Series A Cumulative Convertible Preferred Stock							Nov 30, 2022	Common Stock	3.88M	$1.20	Direct	F1, F2, F3, F4
holding	SHWZ	Right to Buy Series A Cumulative Convertible Preferred Stock							Nov 30, 2022	Common Stock	10.1M	$1.20	Direct	F2, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to that certain Preferred Stock Secondary Purchase Agreement dated as of November 23, 2022 (the "Purchase Agreement") by and among CRW Capital Holdings II, LLC ("Holdings") and those certain sellers named therein (the "Sellers"), Holdings agreed to purchase these certain shares of Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Shares") at an Initial Closing occurring as of November 30, 2022 (the "Initial Closing").
F2	The Series A Preferred Shares are convertible into shares of the common stock (the "Common Shares") of Medicine Man Technologies, Inc. (the "Company") upon the events specified in the Company's Certificate of Designation of Series A Cumulative Convertible Preferred Stock (the "Certificate of Designation"). The Series A Preferred Shares have no expiration date.
F3	Represents the number of Common Shares issuable upon conversion of the Series A Preferred Shares on the date of event requiring this report. Each Series A Preferred Share shall be convertible into that number of Common Shares equal to the preference amount (initially $1,000) plus any accrued dividends with respect to such share, divided by the conversion price (initially $1.20), subject to adjustment as set forth in the Certificate of Designation. The Series A Preferred Shares earn a cumulative dividend of 8% per annum.
F4	Subject to adjustment, as described in the Certificate of Designation.
F5	Pursuant to the Purchase Agreement, Holdings acquired the right to purchase such Series A Preferred Shares for a period of up to one hundred and eighty (180) days after the date of the Initial Closing.