INDUS HOLDINGS, INC. - and - ODYSSEY TRUST COMPANY WARRANT INDENTURE Providing for the Issue of up to 12,190,000 Subordinate Voting Share Purchase Warrants December 21, 2020Warrant Indenture • March 9th, 2021 • Lowell Farms Inc. • Ontario
a trust company incorporated under the laws of Alberta and authorized to carry on business in the provinces of Alberta and British Columbia
ASSET PURCHASE AGREEMENT BY AND AMONG THE HACIENDA COMPANY, LLC, BRAND NEW CONCEPTS, LLC, LFCO, LLC, LOWELL FARMS, LLC, LFHMP, LLC, LFLC, LLC, INDUS LF LLC, AND INDUS HOLDINGS, INC. FEBRUARY 25, 2021Asset Purchase Agreement • March 9th, 2021 • Lowell Farms Inc. • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 25, 2021, is by and among The Hacienda Company, LLC, a California limited liability company (“THC”), Brand New Concepts, LLC, a California limited liability company (“BNC”), LFCO, LLC, a California limited liability company (“LFCO”), Lowell Farms LLC, a California limited liability company (“Lowell”), LFHMP, LLC, a California limited liability company (“LFHMP”), LFLC, LLC, a California limited liability company (“LFLC,” and together with THC, BNC, LFCO, Lowell, and LFHMP, the “Sellers,” and each, a “Seller”), Indus LF LLC, a California limited liability company (the “Purchaser”), and Indus Holdings, Inc., a British Columbia corporation (the “Parent”). The Sellers, the Purchaser and the Parent are sometimes referred to herein collectively as the “Parties,” and each individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings assigned to them in ARTICLE VIII.
AMENDED AND RESTATED SUPPORT AGREEMENTSupport Agreement • March 9th, 2021 • Lowell Farms Inc. • British Columbia
INDUS HOLDINGS, INC., a company organized under the laws of the Province of British Columbia, Canada (formerly Mezzotin Minerals Inc., a company organized under the laws of the Province of Ontario, Canada) (“Pubco”)
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2021 • Lowell Farms Inc. • California
This Agreement is entered into as of July 1, 2020 (the “Effective Date”) by and between Edible Management, LLC, a California limited liability company (the “Company”) and Mark Luciano Ainsworth (“Executive”).
VOTING AGREEMENTVoting Agreement • March 9th, 2021 • Lowell Farms Inc. • British Columbia
THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 10th day of April, 2020, by and among Indus Holdings, Inc., a British Columbia corporation (the “Company”), each holder of a senior secured convertible debenture (a “Debenture”) that was issued as part of a series of senior secured convertible debentures (collectively, the “Debentures”), issued pursuant to the Purchase Agreement (as defined below) and as listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 4.1 or 4.2 below, the “Investors”) and Robert Weakley (together with an person who becomes his successor pursuant to Subsection 4.2 below, “Weakley”) (together with the Investors, the “Voting Parties”).
LOAN AGREEMENT by and between VIRIDESCENT REALTY TRUST, INC. (“Lender”) and LOWELL SR LLC, (“Borrower”) dated as of June 29, 2021Loan Agreement • July 6th, 2021 • Lowell Farms Inc. • Agricultural production-crops • California
TABLE OF CONTENTS Page Article I DEFINITIONS, ACCOUNTING PRINCIPLES, UCC TERMS 1.1 Definitions 1 1.2 Singular and Plural Forms 10 1.3 UCC Definitions 10 1.4 Accounting Terms 10 1.5 Amendments, Etc 10 1.6 Laws, Etc 11 Article II TERMS OF THE LOAN 2.1 The Loan 11 2.2 Security for the Loan 13 2.3 Origination Fee; Transaction Costs 14 2.4 Conditions Precedent to Closing 14 Article III BORROWER’S REPRESENTATIONS AND WARRANTIES 3.1 Existence, Power and Qualification 17 3.2 Power and Authority 17 3.3 Due Execution and Enforcement 18 3.4 Single Purpose Entity 18 3.5 Pending Matters 18 3.6 Financial Statements Accurate 18 3.7 Compliance with Facility Laws 18 3.8 Governmental Proceedings and Notices 19 3.9 Pledges of Accounts 19 3.1 Payment of Taxes and Property Impositions 19 3.11 Title to Collateral 19 3.12 Priority of Mortgage 19 3.13 Location of Chief Executive Offices 20 3.14 Disclosure 20 3.15 Trade Names 20 3.16 ERISA 20 3.17 Ownership 20 3.18 Intentionally Omitted 20 3.19
PURCHASE AGREEMENT BY AND AMONG LOWELL SR, LLC, LOWELL FARMS INC., MICHAEL GREGORY, C QUADRANT LLC AND AMAG HOLDINGS, LLC JUNE 29, 2021Purchase Agreement • July 6th, 2021 • Lowell Farms Inc. • Agricultural production-crops • California
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of June 29, 2021, is by and among Lowell SR, LLC, a California limited liability company (“Purchaser”), Lowell Farms Inc., a British Columbia corporation (“Parent”), Michael Gregory (“Controlling Owner” and, together with Sellers (as defined below), “Seller Parties”), C Quadrant LLC, a California limited liability company (“C Quadrant”), AMAG Holdings, LLC, a Wyoming limited liability company (“AMAG” and, together with C Quadrant, “Sellers,” and each, a “Seller”), and Michael Gregory, as representative under Section 8.1 (in such capacity, the “Representative”). Seller Parties, Purchaser and Parent are sometimes referred to herein collectively as the “Parties,” and each individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings assigned to them in ARTICLE IX.
INVESTMENT AGREEMENT THIS AGREEMENT is made as of April 26, 2019.Investment Agreement • March 9th, 2021 • Lowell Farms Inc. • British Columbia
INDUS HOLDINGS, INC., a company incorporated under the laws of the Province of British Columbia, having its registered office in care of Cassels Brock, Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8 (the “Company”);
ContractLowell Farms Inc. • September 3rd, 2021 • Agricultural production-crops • New York
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 9th, 2021 • Lowell Farms Inc. • Ontario
For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:
Subscription AgreementSubscription Agreement • September 3rd, 2021 • Lowell Farms Inc. • Agricultural production-crops • New York
The undersigned (the “Purchaser”) hereby irrevocably subscribes for and agrees to purchase from the Corporation the number of units of the Corporation (the “Units”) set forth on the signature pages hereto in the Corporation’s private placement (the “Private Placement”) of Units in the United States for an aggregate consideration set forth on the signature pages hereto (the “Subscription Price”), representing a subscription price set forth on the signature pages hereto. Each Unit is comprised of one subordinate voting share of the Corporation (a “Unit Share”) and one-half of one share purchase warrant of the Corporation (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one subordinate voting share of the Corporation at a purchase price of U.S. $1.40 at any time prior to the third anniversary of the initial closing of the Private Placement (each closing of the Private Placement a “Closing”). The Purchaser understands that the Corporation intends
INTELLECTUAL PROPERTY ASSIGNMENTIntellectual Property Assignment • October 12th, 2023 • Lowell Farms Inc. • Agricultural production-crops • Delaware
This Intellectual Property Assignment (“Assignment”) is made and entered into as of October 5, 2023 (“Effective Date”), by and between Indus LF LLC, a California limited liability company (“Assignor”) and LF Brandco, LLC, a Delaware limited liability company (“Assignee”). Together, Assignor and Assignee are referred to as the “Parties” and individually as a “Party.”
DEBENTURE AND WARRANT PURCHASE AGREEMENTDebenture and Warrant Purchase Agreement • March 9th, 2021 • Lowell Farms Inc. • Delaware
This Debenture and Warrant Purchase Agreement (this “Agreement”), dated as of April 10, 2020, is entered into by and among Indus Holding Company, a Delaware corporation (the “Company”), Indus Holdings, Inc. (“Parent”) and the parties listed on Schedule I attached hereto (each a “Purchaser” and, collectively, the “Purchasers”), as such Schedule I may be amended from time to time in accordance with Section 9 hereof.
LICENSE AGREEMENTLicense Agreement • October 12th, 2023 • Lowell Farms Inc. • Agricultural production-crops • California
THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of October 5, 2023 (the “Effective Date”) by and between LF Brandco LLC, a Delaware limited liability company with its registered address at 251 Little Falls Drive, Wilmington, Delaware 19808 (“Licensor” ), and Indus Holding Company, a Delaware corporation with its principal place of business located at 19 Quail Run Circle, Salinas CA 93907 (“Licensee”). Licensor and Licensee are each a “Party” and together the “Parties”.
Subscription AgreementSubscription Agreement • August 19th, 2022 • Lowell Farms Inc. • Agricultural production-crops • New York
The undersigned (the “Purchaser”) hereby irrevocably subscribes for and agrees to purchase from the Company, for the purchase price set forth on the signature page hereto (the “Purchase Price”), (a) a New Debenture (such term and other capitalized terms used and not otherwise defined herein having the meanings set forth in the First Amendment to Debenture and Warrant Purchase Agreement attached hereto as Exhibit A (the “Purchase Agreement Amendment”)) having an original principal amount equal to the Purchase Price, convertible into a number of Voting Shares equal to the Purchase Price divided by $0.2313, (b) a New Warrant, exercisable at $0.2613 per Voting Share for the number of Voting Shares into which the in the New Debenture purchased by the undersigned is convertible, and (c) an Indus Warrant, exercisable at $0.2613 per Class D Indus Share, for a number of Class D Shares equal to 1.5 times the number of Voting Shares into which the in the New Debenture purchased by the undersigned
ASSIGNMENT AND ASSUMPTION OF CONTRACTSAssignment and Assumption of Contracts • October 12th, 2023 • Lowell Farms Inc. • Agricultural production-crops • Delaware
This Assignment and Assumption of Contracts (this “Assignment”) is made and entered into as of October 5, 2023 (“Effective Date”), by and between Indus LF LLC, a California limited liability company (“Assignor”) and LF Brandco, LLC, a Delaware limited liability company (“Assignee”). Together, Assignor and Assignee are referred to as the “Parties” and individually as a “Party.”
Indus Holdings, Inc.Letter Agreement • March 9th, 2021 • Lowell Farms Inc. • British Columbia
Reference is made to that certain “Letter Agreement” dated January 8, 2020 among Indus Holdings, Inc. (the “Company”), Edible Management, LLC and you (the “Prior Agreement”). Capitalized terms used and not otherwise defined in this letter agreement have the meanings assigned to them in the Prior Agreement.
