Tidal Royalty Corp. Sample Contracts

ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT (this “Agreement”) is entered into as of June 4, 2020. BETWEEN
Acquisition Agreement • December 16th, 2020 • Red White & Bloom Brands Inc. • Finance services • British Columbia
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MICHICANN MEDICAL INC. and TIDAL ROYALTY CORP. and 2690229 ONTARIO INC. AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT MARCH 12, 2020
Amalgamation Agreement • April 2nd, 2020 • Tidal Royalty Corp. • Finance services • Ontario

AND WHEREAS pursuant to an amended and restated letter of intent between the Parties dated February 12, 2019 and a business combination agreement dated May 8, 2019 (as amended June 28, 2019 and July 30, 2019), MichiCann and Tidal propose to combine the business and assets of MichiCann with those of Tidal;

PUT/CALL OPTION AGREEMENT
Put/Call Option Agreement • December 14th, 2020 • Red White & Bloom Brands Inc. • Finance services • Michigan

THIS PUT/CALL OPTION AGREEMENT (the “Agreement”) is made this 4th day of January, 2019 by and between MICHICANN MEDICAL INC., a corporation incorporated under the laws of the Province of Ontario (“MichiCann”), JAMES SKRINNER, an individual resident in the State of Michigan (“Party 1”), DARRELL BLALOCK, an individual resident in the State of Michigan (“Party 2”), OAKSHIRE HOLDINGS LIMITED, a corporation incorporated under the laws of the Province of Ontario (“Party 3”, together with Party 1 and Party 2, the “PharmaCo Shareholders”) and PHARMACO INC., a corporation incorporated under the laws of the State of Michigan (“PharmaCo”).

DEBENTURE PURCHASE AGREEMENT
Debenture Purchase Agreement • December 14th, 2020 • Red White & Bloom Brands Inc. • Finance services • Michigan

THIS DEBENTURE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) is made as of January

REAL ESTATE PURCHASE AGREEMENT
Real Estate Purchase Agreement • December 14th, 2020 • Red White & Bloom Brands Inc. • Finance services • Delaware

THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 10, 2020, between RWB Illinois, Inc., a Delaware corporation (“Buyer”), and VW Properties, LLC, a Kentucky limited liability company (“Seller”), each of Arthur VanWingerden and Ken VanWingerden (each a “Shareholder” and collectively, and jointly and severally, the “Shareholders”). Buyer, Seller and the Shareholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”, as the case may be.

UNDERWRITING AGREEMENT
Underwriting Agreement • December 14th, 2020 • Red White & Bloom Brands Inc. • Finance services • Ontario
CONVERTIBLE PROMISSORY NOTE AMENDING AGREEMENT #2
Convertible Promissory Note Amending Agreement • September 28th, 2023 • Red White & Bloom Brands Inc. • Finance services • California
AMENDED AND RESTATED CREDIT AGREEMENT This Agreement dated January 10 , 2020 is made between: RWB ILLINOIS, INC., MID-AMERICAN GROWERS, INC. and PHARMACO, INC. as Borrowers - and – MICHICANN MEDICAL INC. -and- BRIDGING FINANCE INC. as Lender
Credit Agreement • December 16th, 2020 • Red White & Bloom Brands Inc. • Finance services • Ontario

NOW THEREFORE For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:

ASSIGNMENT OF INDEBTEDNESS AND SECURITY
Assignment of Indebtedness and Security • September 28th, 2023 • Red White & Bloom Brands Inc. • Finance services • Ontario

NOW THEREFORE in consideration of the payment by the Assignee to the Assignor of the amount of Canadian Twelve Million Five Hundred Thousand Dollars ($12,500,000.00) (the “Payment Amount”) in certified funds or by wire transfer, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each party to the other, the parties hereto agree as follows:

June 6, 2023 Aleafia Health Inc.
Red White & Bloom Brands Inc. • September 28th, 2023 • Finance services
Red White & Bloom and Aleafia Health Execute Binding Letter Agreement for Business Combination
Red White & Bloom Brands Inc. • September 28th, 2023 • Finance services

§ The Combined Company (as defined below) is expected to represent C$138 million in trailing distribution and retail revenue from the Canadian, United States and European cannabis end-markets and combined Gross Profit before fair value adjustments of $39 million.(1)(2)(3)(4)

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 14th, 2020 • Red White & Bloom Brands Inc. • Finance services • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of October 9, 2019, by and among Mid-American Growers, Inc., a Delaware corporation (the “Company”), Michicann Medical Inc. (“Buyer” or “Michicann”), RWB Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Buyer (“Merger Sub”), and each of Arthur VanWingerden and Ken VanWingerden (each a “Seller” and together, the “Sellers”).

SECURITIES PURCHASE AGREEMENT
Employment Agreement • December 16th, 2020 • Red White & Bloom Brands Inc. • Finance services • California

This Securities Purchase Agreement (this “Agreement”) is entered into as of August 31, 2020 (the “Effective Date”), by and among RWB Platinum Vape Inc., a California corporation (“Buyer”), Red White & Bloom Brands Inc., or its designated assign(s) (“RWB” or “Parent” and, collectively with Buyer, the “Buyer Parties”, each a “Buyer Party”), on the one hand, and the entities listed on Exhibit A attached hereto (collectively, “Platinum Vape” or the “Company” or the “Companies”), and George Sadler and Cody Sadler, each an individual resident of California (each, a “Seller” and collectively as, “Sellers”), on the other hand. Buyer Parties, Platinum Vape and Sellers are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

SECOND AMENDING AGREEMENT This Second Amending Agreement (this “Amendment”) is entered into this 11th day of September,
Second Amending Agreement • December 14th, 2020 • Red White & Bloom Brands Inc. • Finance services

WHEREAS, the Corporation and the Creditor entered into a senior secured convertible debenture dated as of February 25, 2019 and due on September 30, 2019 (as amended, amended and restated, renewed, extended, supplemented, replaced or otherwise modified to the date hereof, including the First Amending Agreement entered into on August 28, 2019, the “Convertible Debenture”);

Contract
Operating Agreement • September 18th, 2023 • Red White & Bloom Brands Inc. • Finance services
GROWING AND SALES AGREEMENT
Growing and Sales Agreement • December 14th, 2020 • Red White & Bloom Brands Inc. • Finance services • Illinois

THIS GROWING AND SALES AGREEMENT ("Agreement") is made and entered into effective as of July 24th, 2020 (the "Effective Date") by and among Mid American Growers Inc., (a wholly owned subsidiary of Red White and Bloom Brands Inc.), ("RWB"), a Illinois C corporation, with an address of 14240 Greenhouse Ave, Granville, IL 61326 AND 39 Industries, LLC ("39Hemp"), a Washington limited liability company, with an address of 5708 N Woodview Ln, Spokane Washington, 99212 (RWB and 39 Industries shall sometimes hereinafter individually be referred to as a "Party" and collectively as the "Parties".)

September 14, 2020 Red White & Bloom Brands Inc.
Red White & Bloom Brands Inc. • December 16th, 2020 • Finance services
MICHICANN MEDICAL INC. and TIDAL ROYALTY CORP. and 2690229 ONTARIO INC. BUSINESS COMBINATION AGREEMENT MAY 8, 2019
Amalgamation Agreement • May 22nd, 2019 • Tidal Royalty Corp. • Finance services • Ontario

AND WHEREAS pursuant to an amended and restated letter of intent between the Parties dated February 12, 2019, MichiCann and Tidal propose to combine the business and assets of MichiCann with those of Tidal;

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