4,000,000 Units CB Pharma Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2014 • CB Pharma Acquisition Corp. • Blank checks • New York
CB Pharma Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2014 • CB Pharma Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _________, 2014, by and among CB Pharma Acquisition Corp., a Cayman Islands company (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • November 12th, 2014 • CB Pharma Acquisition Corp. • Blank checks • New York
Agreement made as of _______, 2014 between CB Pharma Acquisition Corp., a Cayman Islands Company, with offices at 24 New England Executive Park, Suite 105, Burlington, Massachusetts 01803 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Right Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 10016CB Pharma Acquisition Corp. • November 19th, 2014 • Blank checks • New York
This is to confirm our agreement whereby CB Pharma Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company consummating a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-199558) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • December 11th, 2014 • CB Pharma Acquisition Corp. • Blank checks • New York
Agreement made as of _______, 2014 between CB Pharma Acquisition Corp., a Cayman Islands Company, with offices at 24 New England Executive Park, Suite 105, Burlington, Massachusetts 01803 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Registration Rights Agreement • November 26th, 2014 • CB Pharma Acquisition Corp. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY CB PHARMA ACQUISITION CORP. (“COMPANY”) OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, SHARE PURCHASE, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH ONE OR MORE ENTITIES (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND [ ], 2015. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EXPIRATION DATE (DEFINED HEREIN).
SENIOR SECURED CONVERTIBLE NOTEOrigo Acquisition Corp • December 29th, 2017 • Periodicals: publishing or publishing & printing • Illinois
This Note is issued in connection with the Second Amendment to Loan and Security Agreement (“Second Amendment”), dated on or about the date set forth above, among Borrowers and Lender. Reference is made to the Agreement for the terms and conditions governing this Note, including, without limitation, the terms and conditions under which this Note may be accelerated. This Note is payable in full on the Maturity Date (defined below), is secured by the Collateral and is otherwise subject to the terms of the Agreement. Capitalized terms used but not otherwise defined in this Note have the meanings attributed to them in the Agreement.
CB Pharma Acquisition Corp. Burlington, Massachusetts 01803 EarlyBirdCapital, Inc. New York, New York 10016Underwriting Agreement • November 12th, 2014 • CB Pharma Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between CB Pharma Acquisition Corp., a Cayman Islands Company (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination, and one warrant, each warrant exercisable for one half of one Ordinary Share (“Warrant”) upon consummation of the Company’s initial Business Combination. Certain capitalized terms used herein are defined in paragraph 15 hereof.
MERGER AGREEMENT by and among ORIGO ACQUISITION CORPORATION, as OAC HIGHTIMES HOLDING CORP., as the Company HTHC MERGER SUB, INC., as Merger Sub and JOSE ALDEANUEVA, in the capacity as the OAC Representative Dated as of July 24, 2017Merger Agreement • July 27th, 2017 • Origo Acquisition Corp • Blank checks • New York
This Merger Agreement (this “Agreement”) is made and entered into as of July 24, 2017, by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), “OAC”), (ii) Hightimes Holding Corp., a Delaware corporation (the “Company”), (iii) HTHC Merger Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of OAC (“Merger Sub”), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the “OAC Representative”). OAC, the Company, Merger Sub and the OAC Representative is hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • California
THIS AGREEMENT (this “Agreement”), dated and effective as of August 17th, 2017 (the “Effective Date”), by and among Trans-High Corporation, a corporation organized under the laws of the State of New York, doing business as “High Times” (the “Company”); and Scott McGovern, an individual (hereinafter sometimes referred to as the “Employee”). The Company and each of its subsidiaries and divisions are hereinafter sometimes individually or collectively referred to as the “Employer.”
SHARE ESCROW AGREEMENTShare Escrow Agreement • November 12th, 2014 • CB Pharma Acquisition Corp. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of ___________, 2014 (“Agreement”), by and among CB PHARMA ACQUISITION CORP., a Cayman Islands Company (“Company”), Coronado Biosciences, Inc., ADAM J. CHILL, ARTHUR A. KORNBLUTH and NEIL HERSKOWITZ (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
LOAN AND SECURITY AGREEMENTCompensation Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • Illinois
ExWorks Capital Fund I, L.P., a Delaware limited partnership, with its principal place of business located at 333 West Wacker Drive, Suite 1620, Chicago, Illinois 60606 (together with its successors and assigns, “Lender”) and Hightimes Holding Corp., a Delaware corporation (“Parent”), Trans-High Corporation, a New York corporation (“Trans-High”), High Times Productions, Inc., a New York corporation, Cannabis Business Digital, LLC, a New York limited liability company, High Times, Inc., a New York corporation, New Morning Productions, Inc., a New York corporation, Hemp Times, Inc., a New York corporation, Planet Hemp, Inc., a New York corporation, The Hemp Company of America, Inc., a New York corporation, High Times Cannex Corp., a New York corporation, and High Times Press, Inc., a New York corporation (together with Parent and Trans-High, the “Borrowers” or individually, a “Borrower”), with a principal place of business at 250 West 57th Street, Suite 920, New York, NY 10107, enter int
MANAGEMENT AGREEMENTManagement Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • California
THIS MANAGEMENT AGREEMENT (“Agreement”) is dated as of March 1, 2017, the date of execution of this Agreement (the “Effective Date”), by and among HIGHTIMES HOLDING CORP., a Delaware corporation (the “Parent”), TRANS-HIGH CORPORATION, a New York corporation ( “Trans-High”) and OREVA CAPITAL CORP., a Delaware corporation (the “Oreva”), The Parent, Trans-High and the subsidiaries of Trans-High Group are sometimes referred to collectively as the “High Times Group.” The High Times Group and Oreva are sometimes individually referred to as a “Party” and collectively, as the “Parties.”
AMENDED AND RESTATED ONLINE ADVERTISING SALES REPRESENTATION AGREEMENTSales Representation Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • California
This Amended and Restated Online Advertising Sales Representation Agreement is dated as of December 15, 2017 (the “Effective Date”) by and between TRANS-HIGH CORPORATION, a New York corporation (“TRANS-HIGH”), and GREEN RUSH DAILY, LLC, a Delaware limited liability corporation (“GREEN RUSH”). TRANS-HIGH and GREEN RUSH are sometimes referred to herein separately as a “Party” and together as the “Parties”. Capitalized terms used herein shall have the meanings ascribed to them in Article I hereof. This Agreement amends and restates and supersedes in its entirety a prior agreement between the Parties dated as of August 31, 2017 (the “Prior Agreement”).
ASSIGNMENT OF LEASE AND FESTIVAL RIGHTS by and among BIO CUP CANADA MUSIC FESTIVAL LTD. MATTHEW HARVEY DERRICK KENDALL TRANS-HIGH CORPORATION and HIGH TIMES HOLDING CORP. Dated as of August 10, 2017 ASSIGNMENT OF LEASE AND FESTIVAL RIGHTSAssignment of Lease and Festival Rights • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • California
THIS ASSIGNMENT OF LEASE AND FESTIVAL RIGHTS (this “Agreement”) is made as of August 10 2017, by and among BIO CUP CANADA MUSIC FESTIVAL LTD., a corporation organized and existing under the laws of British Columbia, Canada (“Assignor”); MATTHEW HARVEY, an individual (“Harvey”); DERRICK KENDALL, an individual (“Kendall”); TRANS-HIGH CORPORATION, a New York corporation (“Assignee”); and HIGHTIMES HOLDING CORP, a Delaware corporation (“HTH” or the “Parent”). Harvey and Kendall are collectively referred to herein as the “Stockholders”), and Assignor and the Stockholders are sometimes collectively referred to as the “Assigning Parties.” The Assigning Parties, the Assignee and the Parent are each individually sometimes referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms which are used but not otherwise defined herein are defined in Section 1.1 below.
STOCK SUBSCRIPTION AND PURCHASE AGREEMENTStock Subscription and Purchase Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • New York
THIS STOCK SUBSCRIPTION AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 31, 2017 by and between HIGHTIMES HOLDING CORP., a Delaware corporation (the “Company”) and SCOTT MCGOVERN, an individual (the “Investor”).
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT by and among: TRANS-HIGH CORPORATION a New York corporation; HIGHTIMES HOLDING CORP., a Delaware corporation; and THE STOCKHOLDERS OF TRANS-HIGH CORPORATION Dated as of February 14, 2017Stock Purchase Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • New York
THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (including all Schedules and Exhibits hereto, the “Agreement”) is made and entered into as of February 14, 2017, by and among: HIGHTIMES HOLDING CORP., a Delaware corporation (“Purchaser” or “Holdings”); TRANS-HIGH CORPORATION, a New York corporation (the “Company”); and the Persons whose names and signatures are listed on the signature page of this Agreement under the heading “Company Stockholders” (each a “Company Stockholder” and collectively, the “Company Stockholders”). The Company and the Company Stockholders are hereinafter sometimes individually referred to as a “Selling Party” and collectively as the “Selling Parties.” The Selling Parties and the Purchaser are hereinafter sometimes collectively referred to as the “Parties.” Certain other capitalized terms used in this Agreement are defined in Exhibit A annexed hereto.
THIRD AMENDMENT TO MERGER AGREEMENTMerger Agreement • May 23rd, 2018 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing
This Third Amendment to Merger Agreement (this “Third Amendment”) is made and entered into as of May 22, 2018 (the “Effective Date”), by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), “OAC”), (ii) Hightimes Holding Corp., a Delaware corporation (the “Company”), (iii) HTHC Merger Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of OAC (“Merger Sub”), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the “OAC Representative”). OAC, the Company, Merger Sub and the OAC Representative is hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.”
INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT [Seller Debt]Intercreditor and Debt Subordination Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • Illinois
AGREEMENTAgreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • New York
THIS AGREEMENT (“Agreement”) is entered into as of the 31st day of October 2017, by and among Approved Trust 1, Colleen Manley and Jessica Manley, as Co-Trustees (“Approved Trust”); Eggluftstein Sub Trust, Colleen Manley, Trustee (“Eggluftstein”); Judith Baker, an individual (“Baker”); Candlelight Trust, Judith Baker, Trustee (“Candlelight”) and Hightimes Holding Corp., a Delaware corporation (“Holdings”). The Approved Trust, Egglufstein, Baker and Candlelight are hereinafter sometimes collective referred to as the “Purchase Noteholders” and the Purchase Noteholders and Holdings are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties.
ADVERTISING PLACEMENT AND SPONSORED CONTENT AGREEMENTPlacement and Sponsored Content Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • California
This Advertising Placement and Sponsored Articles Agreement, dated as of August 10, 2017 (this “Agreement”), is made by and among Western Hemp Genetics Ltd., a company incorporated pursuant to the federal laws of Canada (the “Advertiser” or “Western Hemp”) and Trans-High Corporation, a New York corporation (the “Publisher” or the “Company”). Western Hemp and the Company are each individually sometimes referred to herein as a “Party” and collectively, as the “Parties.”
WARRANT AGREEMENTWarrant Agreement • November 26th, 2014 • CB Pharma Acquisition Corp. • Blank checks • New York
Agreement made as of _______, 2014 between CB Pharma Acquisition Corp., a Cayman Islands Company, with offices at 24 New England Executive Park, Suite 105, Burlington, Massachusetts 01803 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
ContractOrigo Acquisition Corp • October 20th, 2017 • Blank checks
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • California
AGREEMENT, dated as of July 17, 2017 (the “Effective Date”), is entered into by and between HIGHTIMES HOLDING CORP., a Delaware corporation (the “Company”), and ADAM E. LEVIN (the “Executive”).
FORM OF AGREEMENTForm of Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • New York
THIS AGREEMENT (“Agreement”) is entered into as of the 31st day of October 2017, by and among the individual or entity who has executed this Agreement on the signature page hereof (the “Purchase Noteholder”) and Hightimes Holding Corp., a Delaware corporation (“Holdings”). The Purchase Noteholder and Holdings are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties.
Continental Stock Transfer & Trust CompanyCB Pharma Acquisition Corp. • May 23rd, 2016 • Blank checks
AGREEMENTAgreement • May 23rd, 2016 • CB Pharma Acquisition Corp. • Blank checks • New York
THIS AGREEMENT (this “Agreement”) is dated as of May 20, 2016 by and among Fortress Biotech, Inc. (“Fortress”), Adam J. Chill (“Chill”), Arthur A. Kornbluth (“Kornbluth”), Neil Herskowitz (“Herskowitz”), EJF Opportunities, LLC (“EJF”), Stephen B. Pudles (“Pudles”), Jose M. Aldeanueva (“Aldeanueva”), Jeffrey J. Gutovich Profit Sharing Plan (“GPSP”) and Barry Rodgers (“Rodgers”) and CB Pharma Acquisition Corp., a Cayman Islands company (the “Company”). Fortress, Chill, Kornbluth and Herskowitz are each herein referred to individually as a “Seller” and collectively as the “Sellers”. EJF, Pudles, Aldeanueva, GPSP and Rodgers are each herein referred to individually as an “Investor” and collectively as the “Investors”.
August 7, 2017Origo Acquisition Corp • December 29th, 2017 • Periodicals: publishing or publishing & printing
First amendmemt to loan and security agreementOrigo Acquisition Corp • December 29th, 2017 • Periodicals: publishing or publishing & printing
ExWorks Capital Fund I, L.P., a Delaware limited partnership (“ExWorks”) and Hightimes Holding Corp., a Delaware corporation (“Parent”), Trans-High Corporation, a New York corporation (“Trans-High”), High Times Productions, Inc., a New York corporation, Cannabis Business Digital, LLC, a New York limited liability company, High Times, Inc., a New York corporation, New Morning Productions, Inc., a New York corporation, Hemp Times, Inc., a New York corporation, Planet Hemp, Inc., a New York corporation, The Hemp Company of America. Inc., a New York corporation, High Times Cannex Corp., a New York corporation, and High Times Press, Inc., a New York corporation (together with Parent and Trans-High, the “Borrowers” or individually, a “Borrower”), enter into this First Amendment to Loan and Security Agreement (this “Amendment”) or August 7, 2017.
EXHIBIT B FORM OF CONSULTING SERVICES AGREEMENT BY AND BETWEEN HIGH TIMES MEDIA CORPORATION AND OREVA CAPITAL CORPORATION Effective as of ________, 2017Consulting Services Agreement • July 27th, 2017 • Origo Acquisition Corp • Blank checks • California
THIS CONSULTING SERVICES AGREEMENT effective as of __________, 2017 (the “Commencement Date”) by and between HIGH TIMES MEDIA CORPORATION, a Nevada corporation, formerly known as Origo Acquisition Corporation, a Cayman Island corporation (the “Company”), and OREVA CAPITAL CORP., a Delaware corporation (the “Consultant”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties.”
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 12th, 2014 • CB Pharma Acquisition Corp. • Blank checks • New York
This Agreement is made as of _________, 2014 by and between CB Pharma Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • October 3rd, 2017 • Origo Acquisition Corp • Blank checks
This First Amendment to Merger Agreement (this “Amendment”) is made and entered into as of September 27, 2017, by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), “OAC”), (ii) Hightimes Holding Corp., a Delaware corporation (the “Company”), (iii) HTHC Merger Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of OAC (“Merger Sub”), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the “OAC Representative”). OAC, the Company, Merger Sub and the OAC Representative is hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.”
EXHIBIT D FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 27th, 2017 • Origo Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2017 by and among (i) Origo Acquisition Corporation, a Cayman Islands company which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below), as “High Times Media Corporation”, a Nevada corporation (including any successor entity thereto, the “Company”), (ii) Jose Aldeanueva, solely in his capacity under the Merger Agreement as the OAC Representative (including any successor OAC Representative appointed pursuant to and in accordance with the Merger Agreement, the “OAC Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
VOTING AGREEMENTVoting Agreement • July 27th, 2017 • Origo Acquisition Corp • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of July [●], 2017 by and among (i) Origo Acquisition Corporation, a Cayman Islands business company (including any successor entity thereto, “OAC”), (ii) Hightimes Holding Corp., a Delaware corporation (the “Company”), and (iii) the undersigned shareholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
CB Pharma Acquisition Corp.CB Pharma Acquisition Corp. • May 23rd, 2016 • Blank checks
