HIGHTIMES HOLDING CORP. SUBSCRIPTION AGREEMENT NOTICE TO INVESTORSSubscription Agreement • June 15th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • June 26th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This INDEPENDENT DIRECTOR AGREEMENT is dated April 13, 2018 (the “Agreement”) by and between Hightimes Holding Corp., a Delaware corporation (the “Company”), and President Vicente Fox, an individual resident of the country of Mexico (the “Director”).
ContractHightimes Holding Corp. • May 26th, 2020 • Periodicals: publishing or publishing & printing • Illinois
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
MEMBERSHIP INTEREST PURCHASE AGREEMENT among MXY ANCILLARY HOLDINGS LLC, HT RED LLC, and HIGHTIMES HOLDING CORP. dated as of November 1, 2022 MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 7th, 2022 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This Membership Interest Purchase Agreement (this “Agreement”), dated as of November 1, 2022, is entered into between MXY Ancillary Holdings LLC, a Nevada limited liability company (the “Seller”), HT Red LLC, a Delaware limited liability company, and (“Buyer”), and Hightimes Holding Corp., a Delaware corporation and the direct owner of 100% of the equity interests of Buyer (“Buyer Parent”).
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 • December 22nd, 2017 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • 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.”
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTSAssignment and Assumption • November 7th, 2022 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this “Assignment”) is entered into as of the 1st day of November, 2022 (the “Effective Date”), by and between Anacapa CA LLC, a California limited liability company (“Assignor”), and HT Red LLC, a Delaware limited liability company (“Assignee”).
SELLING AGENT AGREEMENTSelling Agent Agreement • August 13th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This letter (this “Agreement”) constitutes the agreement between Hightimes Holding Corp., a Delaware corporation (the “Company”) and NMS Capital Advisors, LLC. (“NMS Capital” or the “Selling Agent”) pursuant to which NMS Capital shall serve as the managing Selling Agent for the Company, on a “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that NMS Capital’s obligations hereunder are on a “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by NMS Capital to purchase or sell any shares of Class A Common Stock of the Company (the “Securities”) and does not ensure the successful placement of the Securities or any portion thereof or the success of NMS Capital placing the Securities.
HIGHTIMES HOLDING CORPLetter Agreement • November 7th, 2022 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This letter agreement (the “Letter Agreement”) is being issued in connection with the transactions between HT RED LLC, a Delaware limited liability company (“Buyer”), HIGHTIMES HOLDING CORP., a Delaware corporation (“Buyer Parent” and, together with Buyer, the “Buyer Parties”), and Anacapa CA LLC, a California limited liability company (“Seller” and together with Buyer, the “Parties”), with respect to the purchase by Buyer of 100% of the membership interests of Pure Calaveras LLC, a California limited liability company (the “Company”), including the following:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 7th, 2022 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This Management Services Agreement (“Agreement”) is effective November 1, 2022 (the “Effective Date”) by and between Hightimes Holding Corp., a Delaware corporation, and its affiliates, subsidiaries, divisions, successors, and assigns (“Management Service Provider”), and Pure CA LLC, a California limited liability company (“Company”). Hereafter, Management and Company may each be referred to as a “Party” and together as the “Parties.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
THIS AGREEMENT (this “Agreement”), dated March 28, 2018 (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.” This Agreement amends and restates in its entirety an employment agreement dated and effective as of August 17, 2017 (the “Prior Agreement”)
EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2020 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective January 8, 2020, (the “Effective Date”) by and between Hightimes Holding Corp. a Delaware corporation (the “Company”), and Jay Paul Henderson, an individual residing at 18820 Nutmeg Dr., Morgan Hill, CA 95037 (the “Executive”).
Re: Purchase AgreementAssignment and Assumption Agreement • June 23rd, 2020 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This purchase agreement (“Purchase Agreement”), dated as of the date first set forth above (the “Effective Date”) sets forth the terms and conditions of a transaction (the Transaction”) pursuant to which HHI Acquisition Corp., a Delaware corporation (the Buyer”) and a wholly-owned subsidiary of Hightimes Holding Corp., a Delaware corporation (“Hightimes”) shall acquire (a) 100% of the issued and outstanding equity (the “ICG Equity”) of Interurban Capital Group, LLC, a Delaware limited liability company (“ICG”) from Harvest Enterprises, Inc., a Delaware corporation (“Enterprises”), and (b) 100% of the membership interests (the “Harvest Interests” and together with the ICG Equity, the “Acquired Equity”) of Harvest of Merced, LLC, a California limited liability company (“Merced”) and Harvest of Riverside, LLC, a California limited liability company (“Riverside” and together with Merced, the “Harvest Dispensaries”) owned by Steve White (“White”) and Harvest of California LLC, a California
LOAN AND SECURITY AGREEMENTCompensation Agreement • January 25th, 2018 • Hightimes Holding 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 • January 25th, 2018 • Hightimes Holding 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 22nd, 2017 • Hightimes Holding 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”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 9th, 2020 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of this __ day of May 29, 2020 (the “Execution Date”) by and among 530 Collective, a California corporation (the “Company”); the individual who has executed the Majority Owner Joinder Agreement attached to this Agreement as Exhibit A-1 (the “Majority Owner”), the individual who has executed the Minority Owner Joinder Agreement attached to this Agreement as Exhibit A-2 (the “Minority Owner” and together with the Majority Owner, collectively, “Owners”), Hightimes Holding Corp., a Delaware corporation (“Hightimes”), and 530C Merger Sub, Inc., a corporation organized under the laws of the State of California (“Merger Sub”). The Owners, the Company, Hightimes and Merger Sub are sometimes referred to herein individually as a “Party” and together as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Article I hereof.
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 22nd, 2017 • Hightimes Holding 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.
ESCROW AGREEMENTEscrow Agreement • January 25th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
AGREEMENT made this __ day of _____________, 2017, by and among HIGHTIMES HOLDING CORP. (the “Issuer”), the representative of [__________] (“__________”) whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement, and Bank of America, [ ] (the “Escrow Agent”).
STOCK SUBSCRIPTION AND PURCHASE AGREEMENTStock Subscription and Purchase Agreement • January 25th, 2018 • Hightimes Holding 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 22nd, 2017 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereby agree as follows:
THIRD AMENDMENT TO MERGER AGREEMENTMerger Agreement • June 12th, 2018 • Hightimes Holding 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 22nd, 2017 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • Illinois
In consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller Creditors does hereby agree, represent, warrant, and covenant as follows:
AGREEMENTAgreement • January 25th, 2018 • Hightimes Holding 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.
CONSENT AGREEMENTAsset Purchase Agreement • November 5th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This Consent Agreement (the “Consent”), dated as of October 29, 2018, is made by and between ExWorks Capital Fund I, L.P., a Delaware limited partnership (“Lender”) and Hightimes Holding Corp., a Delaware corporation (“Hightimes”).
ADVERTISING AGREEMENTAdvertising Agreement • October 3rd, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
This Advertising Agreement (this “Agreement”) is effective as of September 26, 2018 (the “Effective Date”) and is entered into between Hightimes Holding Corp., a Delaware corporation (“Customer”), and iHeartMedia + Entertainment, Inc., a Nevada corporation (“iHeartMedia” and, together with Customer, the “Parties”). Each party to this Agreement may also be referred to individually as a “Party.”
ADVERTISING PLACEMENT AND SPONSORED CONTENT AGREEMENTPlacement and Sponsored Content Agreement • January 25th, 2018 • Hightimes Holding 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.”
EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2018 • Hightimes Holding 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 22nd, 2017 • Hightimes Holding 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.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 7th, 2022 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This Management Services Agreement (“Agreement”) is effective November 1, 2022 (the “Effective Date”) by and between Hightimes Holding Corp., a Delaware corporation, and its affiliates, subsidiaries, divisions, successors, and assigns (“Management Service Provider”), and Pure Calaveras LLC, a California limited liability company (“Company”). Hereafter, Management and Company may each be referred to as a “Party” and together as the “Parties.”
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 27th, 2020 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing
This Second Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of August 20, 2020 by and among J@G Enterprises, Inc., a California corporation (the “Company”), Jamie Garzot, an individual (“Owner”), Hightimes Holding Corp., a Delaware corporation (“Hightimes”) and JG Merger Sub, Inc., a California corporation (“Merger Sub”). The Owner, the Company, Hightimes and Merger Sub are sometimes referred to herein individually as a “Party” and together as the “Parties.” Capitalized terms used in this Amendment but not defined herein shall have the respective meanings ascribed in the Merger Agreement (as defined below).
STRATEGIC INVESTMENT agreementStrategic Investment Agreement • September 14th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This Strategic Investment Agreement (this “Agreement”) is dated as of September 10, 2018 (the “Effective Date”) by and among HIGHTIMES HOLDING CORP., a Delaware corporation (“Hightimes”), TRANS-HIGH CORPORATION, a New York corporation (“THC”), and SPECTRUM KING, LLC, a Delaware limited liability company (“Spectrum”). Hightimes, THC and Spectrum are each referred to herein as a “Party,” or together as the “Parties.”
Hightimes Holding Corp. 10990 Wilshire Blvd., Penthouse Los Angeles, CA 90024Hightimes Holding Corp. • May 20th, 2019 • Periodicals: publishing or publishing & printing
Reference is made to the amended and restated merger agreement, dated as of December 19, 2018 (the “Purchase Agreement”) among BIG Publications, LLC (“BIG”), Gustavo Gonzalez (“Gonzalez”), BIG Merger Sub, LLC (“Mergerco”) and Hightimes Holding Corp. (“HIGHTIMES”).
Second Amendment to Loan and Security AgreementSecurity Agreement • January 25th, 2018 • Hightimes Holding Corp. • 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 Second Amendment to Loan and Security Agreement (this “Amendment”) on October 31, 2017.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 5th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
THIS ASSET PURCHASE AGREEMENT is made and entered into effective this ____ day of October 2018, by and between Gemini Finance Corp. (the “Seller”), Chalice Holdings, Inc. (“Assignee”) and Hightimes Holding Corp. (“Hightimes”). This Asset Purchase Agreement, including all schedules and exhibits attached hereto, is referred to as the “Agreement.”
TERMINATION AND MUTUAL RELEASE AGREEMENTTermination and Mutual Release Agreement • August 13th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
This Termination and Mutual Release Agreement (the “Agreement”) is made and entered into as of July 31, 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.”
