High Tide Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [ ]High Tide Inc. • September 20th, 2021 • Retail-retail stores, nec • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2021 • High Tide Inc. • Retail-retail stores, nec • Ontario
The Initial Warrants and Additional Warrants (as defined herein) shall be created and issued pursuant to a warrant indenture (the “Warrant Indenture”) in a form acceptable to the Co-Lead Underwriters, on behalf of the Underwriters, to be dated as of the Closing Date between the Company and the Warrant Agent (as defined herein), in its capacity as warrant agent. The description of the Initial Warrants and Additional Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Initial Warrants and Additional Warrants to be set forth in the Warrant Indenture. In case of any inconsistency between the description of the Initial Warrants and Additional Warrants in this Agreement and the terms of the Initial Warrants and Additional Warrants set forth in the Warrant Indenture, the provisions of the Warrant Indenture will govern.
Support and Voting AgreementSupport and Voting Agreement • March 22nd, 2021 • High Tide Inc. • Alberta
This Support and Voting Agreement (this “Agreement”), dated as of August 20, 2020 is entered into between the undersigned shareholder (the “Shareholder”) of Meta Growth Corp., a corporation incorporated under the laws of the Province of Alberta (the “Company”) and High Tide Inc., a corporation incorporated under the laws of the Province of Alberta (the “Buyer”).
HIGH TIDE INC. as the Buyer and META GROWTH CORP. as the Company ARRANGEMENT AGREEMENT AUGUST 20, 2020Arrangement Agreement • March 22nd, 2021 • High Tide Inc. • Alberta
This Arrangement Agreement (this “Agreement”), dated as of August 20, 2020 is entered into between Meta Growth Corp., a corporation incorporated under the laws of the Province of Alberta (the “Company”) and High Tide Inc., a corporation incorporated under the laws of the Province of Alberta (the “Buyer”).
HIGH TIDE INC. as Issuer and as U.S. Trustee and as Canadian Trustee Indenture Dated as of [•]High Tide Inc. • July 20th, 2023 • Retail-retail stores, nec • Alberta
THIS FIRST SUPPLEMENTAL WARRANT INDENTURE is made as of the 16th day of November, 2020 BETWEEN: META GROWTH CORP., a corporation incorporated under the laws of Alberta (the “META”) AND:First Supplemental Warrant Indenture • March 22nd, 2021 • High Tide Inc. • Alberta
TSX TRUST COMPANY, a trust company existing under the laws of Canada and authorized to carry on business in all of the Provinces of Canada (the “Warrant Agent”)
THIS FIRST SUPPLEMENTAL DEBENTURE INDENTURE is made as of the 16th day of November, 2020 BETWEEN: META GROWTH CORP., a corporation incorporated under the laws of Alberta (“META”) AND:First Supplemental Debenture Indenture • March 22nd, 2021 • High Tide Inc. • Alberta
TSX TRUST COMPANY, a trust company existing under the laws of Canada and authorized to carry on business in all of the Provinces of Canada (the “Trustee”)
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 1st, 2021 • High Tide Inc. • Retail-retail stores, nec • New York
This Agreement and Plan of Merger (this “Agreement”), is entered into as of January 25, 2021 (the “Execution Date”) by and among High Tide Inc., an Alberta corporation (“Parent”), Smoke Cartel USA Inc., a New York corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), Smoke Cartel, Inc., a New York corporation (the “Company”), and , as the representative of the Converting Shareholders (solely for the purposes of ARTICLE VIII of this Agreement, the “Shareholder Representative”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
CREDIT AGREEMENT HIGH TIDE INC. as Borrower - and - ATB FINANCIAL as Lender DATED AS OF OCTOBER 15, 2021Credit Agreement • October 28th, 2021 • High Tide Inc. • Retail-retail stores, nec • Alberta
WHEREAS the Borrower has requested and the Lender has agreed to establish the Operating Facility in its favour upon the terms and conditions of this Agreement;
SECURITY AGREEMENTSecurity Agreement • March 22nd, 2021 • High Tide Inc. • Alberta
Trevor Green,Share Purchase Agreement • August 9th, 2021 • High Tide Inc. • Retail-retail stores, nec • Alberta
THIS AGREEMENT WITNESSES that for and in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which is acknowledged), the parties covenant and agree as follows:
ContractHigh Tide Inc. • March 22nd, 2021 • Ontario
The amended and restated term sheet dated February 2, 2021, which is included as a schedule in this amended and restated bought deal engagement agreement, has been amended on February 9, 2021, to correct the heading which incorrectly stated “$15,000,000 Bought Deal Offering of Units” instead of “Approximately $20,000,000 Bought Deal Offering of Units”. This amended and restated bought deal engagement agreement replaces and supersedes the amended and restated bought deal engagement agreement filed on February 5, 2021.
AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 22nd, 2021 • High Tide Inc. • Ontario
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged, the parties hereto agree as follows:
HIGH TIDE INC. COMMON SHARES EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • December 6th, 2021 • High Tide Inc. • Retail-retail stores, nec • Ontario
High Tide Inc., a company incorporated under the Business Corporations Act (Alberta) (the "Company"), confirms its agreement (this "Agreement") with ATB Capital Markets Inc. and ATB Capital Markets USA Inc. (the "Agents"), as follows:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 7th, 2021 • High Tide Inc. • Retail-retail stores, nec • Nevada
This Agreement and Plan of Merger (this “Agreement”), is entered into as of June 24, 2021 (the “Execution Date”) by and among High Tide Inc., an Alberta corporation (“High Tide”), High Tide USA, Inc., a Nevada company (“High Tide USA”), High Tide USA Acquisition LLC, a District of Columbia limited liability corporation (“Merger Sub”; collectively, High Tide, High Tide USA and Merger Sub, are referred to herein as the “High Tide Parties”), DHC Supply, LLC, a District of Columbia limited liability corporation (“DHC”) and Harrison Baum, in his capacity as Equityholders’ Representative. Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
Support and Voting AgreementSupport and Voting Agreement • March 22nd, 2021 • High Tide Inc. • Alberta
This Support and Voting Agreement (this “Agreement”), dated as of November 18, 2020 is entered into between the undersigned shareholder (the “Shareholder”), High Tide Inc., a corporation incorporated under the laws of the Province of Alberta (the “Buyer”), Christian Sinclair (“Mr. Sinclair”) and Michael Cosic (“Mr. Cosic”, and together with Mr. Sinclair, the “Company Nominees”).
DEBT RESTRUCTURING AGREEMENTDebt Restructuring Agreement • March 22nd, 2021 • High Tide Inc. • Alberta
THIS DEBT RESTRUCTURING AGREEMENT (this “Agreement”), dated as of July 22, 2020, is entered into by and between High Tide Inc. (“High Tide”) and (“ ”) (each a “Party” and together, the “Parties”).
ONTARIO INC.Share Purchase Agreement • March 22nd, 2021 • High Tide Inc. • Alberta
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of December 9, 2019, is entered into between Ontario Inc., a corporation existing under the laws of the Province of Ontario (the “Vendor”), High Tide Inc., a corporation existing under the laws of the Province of Alberta (the “Purchaser”), and KushBar Inc., a corporation existing under the laws of the Province of Alberta (the “Corporation”) (each a “Party” and together, the “Parties”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 26th, 2021 • High Tide Inc. • Retail-retail stores, nec • Colorado
This Agreement and Plan of Merger (this “Agreement”), is entered into as of November 19, 2021, by and among NuLeaf Naturals, LLC, a Colorado limited liability company (the “Company”), High Tide Inc., an Alberta corporation (“High Tide”), and Nuleaf Acquisition Corp., a Colorado corporation and a wholly-owned Subsidiary of High Tide (“Merger Sub”; collectively, High Tide and Merger Sub, are referred to herein as the “High Tide Parties”) and Jaden Barnes, Bo Shirley, Ian Kelly, and Muhammad Aduan (each individually as the “Member” and collectively as the “Members”), with Bo Shirley as the representative of the Members (the “Member Representative”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
ACQUISITION AGREEMENTAcquisition Agreement • May 25th, 2021 • High Tide Inc. • Retail-retail stores, nec • Delaware
This Acquisition Agreement (this “Agreement”), is entered into as of May 2, 2021 (the “Execution Date”) by and among High Tide Inc., an Alberta corporation (“High Tide”), High Tide USA, Inc.,, a Nevada Corporation, (“Acquisition Sub”; collectively, High Tide and Acquisition Sub, are referred to herein as the “High Tide Parties”), Fab Nutrition, LLC, a Wisconsin limited liability corporation ( “Fab CBD”), and Josh Delaney, as the sole shareholder and owner of Fab CBD (the “Shareholder”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
ACQUISITION AGREEMENTAcquisition Agreement • August 13th, 2021 • High Tide Inc. • Retail-retail stores, nec • New York
This Acquisition Agreement (this “Agreement”), is entered into as of July 20, 2021 (the “Execution Date”) by and among High Tide Inc., an Alberta corporation (“High Tide”), High Tide USA, Inc., a Nevada Corporation, (“Acquisition Sub”; collectively, High Tide and Acquisition Sub, are referred to herein as the “High Tide Parties”), DS Distribution Inc., a Delaware corporation (“DSD”), each shareholder/member of DSD (individually as the “Shareholder,” collectively as the “Shareholders”) and Gabriel Aronovich, as the “Shareholder Representative”. Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
HIGH TIDE INC. COMMON SHARES EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • April 5th, 2024 • High Tide Inc. • Retail-retail stores, nec • Ontario
High Tide Inc., a company incorporated under the Business Corporations Act (Alberta) (the "Company"), confirms its agreement (this "Agreement") with ATB Capital Markets Inc. and ATB Capital Markets USA Inc. (the "Agents"), as follows:
Loan Agreement dated as of JANUARY 6, 2020 between HIGH TIDE INC. as Borrower and Windsor Private Capital Limited Partnership as Lender CDN $6,000,000 Loan TORKIN MANES LLPLoan Agreement • March 22nd, 2021 • High Tide Inc.
THIS AGREEMENT is made as of January 6, 2020 among High Tide Inc., a corporation formed under the laws of the Province of Alberta, as borrower, and Windsor Private Capital Limited Partnership by its general partner, Windsor Private Capital Inc., as lender.
