COMMON SHARE PURCHASE WARRANT LUCY SCIENTIFIC DISCOVERY INC.Common Share Purchase Warrant • December 18th, 2023 • Lucy Scientific Discovery, Inc. • Pharmaceutical preparations • Delaware
This COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received in connection with the issuance of the senior secured convertible promissory note of even date in the principal amount of up to $666,666 (the “Note”) by Lucy Scientific Discovery Inc., a British Columbia, Canada (the “Company”), [_____], a Delaware limited partnership (including any permitted and registered assigns, each a “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company 500,000 common shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the Issuance Date in connection with that certain securities purchase agreement, of even date hereof, by and between the Company and the
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2023 • Lucy Scientific Discovery, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of December 12, 2023, by and among Lucy Scientific Discovery Inc., a corporation organized under the laws of the province of British Columbia, Canada (“LSDI”), and the undersigned entities, each of which is a subsidiary of LSDI (collectively, the “Company”), and [___], a limited partnership organized under the laws of the State of Delaware (the “Purchaser”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 18th, 2023 • Lucy Scientific Discovery, Inc. • Pharmaceutical preparations • Delaware
This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into on December 12, 2023, by and between Lucy Scientific Discovery Inc., a corporation organized under the laws of the province of British Columbia, Canada (“LSDI”), and the undersigned entities, each of which is a subsidiary of LSDI (collectively, the “Debtor”) and [___], a limited partnership organized under the laws of the State of Delaware, and its permitted endorsees, transferees and assigns (collectively, the “Secured Party”).
EXECUTIVE CONSULTING AGREEMENTExecutive Consulting Agreement • January 21st, 2022 • Lucy Scientific Discovery, Inc. • Pharmaceutical preparations • British Columbia
HOLLYWEED NORTH CANNABIS INC., a company incorporated pursuant to the laws of Canada and having offices in Victoria, British Columbia (the “Corporation”)
LUCY SCIENTIFIC DISCOVERY INC. 2021 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE ANDAward Agreement • March 4th, 2022 • Lucy Scientific Discovery, Inc. • Pharmaceutical preparations • British Columbia
Lucy Scientific Discovery Inc. (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option described in this Stock Option Grant Notice (the “Grant Notice”) is subject to the terms and conditions set forth in the Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, capitalized terms used in this Grant Notice and the Agreement will have the meanings defined in the Plan.
STRATEGIC INVESTMENT AGREEMENTStrategic Investment Agreement • May 10th, 2023 • Lucy Scientific Discovery, Inc. • Pharmaceutical preparations • California
This strategic investment agreement (this “Agreement”) is dated as of January 16, 2023 (the “Effective Date”) by and among HIGHTIMES HOLDING CORP., a Delaware corporation (“Hightimes”), 1252240 BC LTD, a British Columbia Corporation (“1252240”), TRANS-HIGH CORPORATION, a New York corporation (“THC”), and LUCY SCIENTIFIC DISCOVERY INC, a British Columbia corporation (“Lucy”). Hightimes, 1252240, THC and Lucy are each referred to herein as a “Party,” or together as the “Parties.”
Consulting AgreementConsulting Agreement • January 21st, 2022 • Lucy Scientific Discovery, Inc. • Pharmaceutical preparations • British Columbia
LINE OF CREDIT AGREEMENT by and among Origo BC Holdings Ltd. and Its Participating Lenders and HollyWeed North Cannabis Inc. and Subsidiaries as Borrowers As of November 5, 2020Line of Credit Agreement • January 21st, 2022 • Lucy Scientific Discovery, Inc. • Pharmaceutical preparations • British Columbia
THIS LINE OF CREDIT AGREEMENT (“Agreement”) is made and entered into effective as of the 5th day of November 2020 (the “Effective Date”) by and between ORIGO BC HOLDINGS LTD., a British Columbia corporation (“Origo”), and its participating lenders (together with Origo, collectively, the “Line of Credit Lender”), and HOLLYWEED NORTH CANNABIS INC., a corporation organized under the laws of British Columbia, Canada (“HollyWeed”) and the Subsidiaries of HollyWeed who have executed this Agreement on the signature pages (the “Subsidiaries”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 21st, 2022 • Lucy Scientific Discovery, Inc. • Pharmaceutical preparations • Alberta
HOLLYWEED NORTH CANNABIS INC., a corporation incorporated under the laws of the Province of British Columbia, Canada (the “Purchaser”)
February 19, 2019 SHORT-TERM LOAN $330,000Short-Term Loan Agreement • January 21st, 2022 • Lucy Scientific Discovery, Inc. • Pharmaceutical preparations • British Columbia
THIS SHORT-TERM LOAN AGREEMENT (this "Note") is entered into as of the date above written, by and between Hollyweed North Cannabis Inc. (the "Borrower"), and Livio Susin (the "Lender"),
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 10th, 2023 • Lucy Scientific Discovery, Inc. • Pharmaceutical preparations • Delaware
ASSET PURCHASE AGREEMENT, dated as of March 20, 2023 (this “Agreement”), by and between Lucy Scientific Discovery USA Inc., a Delaware corporation (the “Buyer”), Lucy Scientific Discovery Inc., a corporation organized under the laws of British Columbia (the “Buyer Parent”), and Wesana Health Inc., a Delaware corporation (the “Seller”), and a wholly-owned subsidiary of Wesana Health Holdings Inc., a corporation organized under the laws of British Columbia (“Wesana Parent”).
Consulting AgreementConsulting Agreement • January 21st, 2022 • Lucy Scientific Discovery, Inc. • Pharmaceutical preparations • Ontario
April 17, 2019 SHORT-TERM LOAN $506,000Short-Term Loan Agreement • January 21st, 2022 • Lucy Scientific Discovery, Inc. • Pharmaceutical preparations • British Columbia
THIS SHORT-TERM LOAN AGREEMENT (this “Note”) is entered into as of the date above written, by and between Hollyweed North Cannabis Inc. (the “Borrower”), and 1118737 BC Ltd. (the “Lender”),
OFFER TO LEASE BETWEEN ARK HOLDINGS LTD. (LANDLORD) AND HOLLYWEED NORTH CANNABIS INC. (TENANT)Lucy Scientific Discovery, Inc. • January 21st, 2022 • Pharmaceutical preparations
The Tenant hereby offers to lease from the Landlord, through Colliers Macaulay Nicolls Inc., (“Brokerage”), in consideration of the rents, covenants and agreements contained in this offer to lease (the “Offer”), the Leased Premises (hereinafter defined) upon the following terms and conditions:
AMALGAMATION AGREEMENTAmalgamation Agreement • September 12th, 2023 • Lucy Scientific Discovery, Inc. • Pharmaceutical preparations • British Columbia
WHEREAS Acquiree and SubCo propose to amalgamate pursuant to Division 3 of Part 9 of the Business Corporations Act (British Columbia) to form a new amalgamated company (“Amalco”) and pursuant to a three-cornered amalgamation, in connection with which Acquiror will issue certain of its securities to the former securityholders of Acquiree in exchange for common shares of the Amalco;
SECOND AMENDMENT TO THE MINUTES OF SETTLEMENTLucy Scientific Discovery, Inc. • January 21st, 2022 • Pharmaceutical preparations • Ontario
HOLLYWEED NORTH CANNABIS INC., a company incorporated under the Business Corporations Act (British Columbia) and having its registered office at 201-2377 Bevan Avenue, Sidney, British Columbia V8L 4M9 (“Hollyweed")
MARY STIPANCICGuarantee Agreement • January 21st, 2022 • Lucy Scientific Discovery, Inc. • Pharmaceutical preparations • Ontario
AND WHEREAS the employment relationship between HollyWeed and Stipancic is governed by an Employment Agreement dated February 17, 2018.
FIRST AMENDMENT TO THE MINUTES OF SETTLEMENTLucy Scientific Discovery, Inc. • January 21st, 2022 • Pharmaceutical preparations • Ontario
HOLLYWEED NORTH CANNABIS INC., a company incorporated under the Business Corporations Act (British Columbia) and having its registered office at 201-2377 Bevan Avenue, Sidney, British Columbia V8L 4M9 (“Hollyweed”)
CONFIDENTIAL June 30, 2023Lucy Scientific Discovery, Inc. • July 7th, 2023 • Pharmaceutical preparations
c/o Lucy Scientific Discovery Inc. 301-1321 Blanshard Street Victoria, British Columbia Canada V8W 0B6 Attn: Richard Nanula, Executive Chairman
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 8th, 2023 • Lucy Scientific Discovery, Inc. • Pharmaceutical preparations • California
This Stock Purchase Agreement (this “Agreement”), dated as of September 6, 2023, is entered into among Hightimes Holding Corp., a Delaware corporation (“Parent” or “Hightimes”), HT Distribution Company, LLC, a Delaware limited liability company (“HT Distribution”) and Lucy Scientific Discovery, Inc., a British Columbia, Canada corporation (“Lucy”). Hightimes, HT Distribution and Lucy are sometimes collectively referred to herein as the “Parties.”
OFFER TO LEASE BETWEEN ARK HOLDINGS LTD. (LANDLORD) AND HOLLYWEED NORTH CANNABIS INC. (TENANT)Lucy Scientific Discovery, Inc. • September 28th, 2021 • Pharmaceutical preparations
The Tenant hereby offers to lease from the Landlord, through Colliers Macaulay Nicolls Inc., (“Brokerage”), in consideration of the rents, covenants and agreements contained in this offer to lease (the “Offer”), the Leased Premises (hereinafter defined) upon the following terms and conditions:
Brian Zasitko Chief Financial Officer Lucy Scientific Discovery (USA) Inc. Dear Brian,Lucy Scientific Discovery, Inc. • January 9th, 2023 • Pharmaceutical preparations • New York
