INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks • Ontario
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of April 8, 2021, is made by and among Mercer Park Brand Acquisition Corp. (the “Corporation”), Mercer Park Brand, L.P. (formerly know as Mercer Park CB II, L.P.) (“Mercer” or the “Sponsor”), the signatories listed as “Sponsor Parties” on the signature pages hereto (together with the Sponsor, in its capacity as such, the “Sponsor Parties”), the signatories listed as “Sellers” on the signature pages hereto and any holder of shares of Class B common stock of GH Group, Inc. that hereafter joins this Agreement pursuant to such holder’s execution of a joinder (the “Sellers”), and any other entity that hereafter joins this Agreement pursuant to the execution of a joinder (together with the Corporation, Sponsor, Sponsor Parties, and Sellers, each a “Party” and collectively the “Parties”).
mercer park brand acquisition corp. glass house group inc. February 13, 2021: option Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks • California
Re: Option Agreement (California Option Assets), dated December 28, 2018, by and among CEFF Camarillo Property, LLC (“CEFF Camarillo Propco”), CEFF Camarillo Holdings, LLC (“CEFF Parent” together with CEFF Camarillo Propco, the “CEFF Parties”), and Glass Investments Projects, Inc., a Delaware corporation (“Option Holder” or “GIPI”), as amended by (i) the First Amendment to Option Agreement (California Option Assets), dated March 23, 2020, by and among the CEFF Parties and Option Holder (“First Amendment”) and (ii) the Second Amendment to Option Agreement (California Option Assets), dated effective February [ ], 2021, by and among the CEFF Parties and Option Holder (“Second Amendment”) (as so amended by the First Amendment and Second Amendment, collectively, the “California Option Agreement”).
SECOND AMENDMENT TO OPTION AGREEMENT (California Option Assets)Option Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks • New York
THIS SECOND AMENDMENT TO OPTION AGREEMENT (this “Amendment”) dated effective as of February 20, 2021 (the “Amendment Date"), is made by and among CEFF Camarillo Property, LLC, a Delaware limited liability company (“CEFF Camarillo Propco”), CEFF Camarillo Holdings, LLC, a Delaware limited liability company (“CEFF Parent,” and, together with CEFF Camarillo Propco, the “CEFF Parties”), and Glass Investments Projects, Inc., a Delaware corporation (the “Option Holder”), to amend the Option Agreement, dated as of December 28, 2018, as amended by that certain First Amendment to Option Agreement, dated as of March 23, 2020 (collectively, the “Agreement”). Capitalized terms used but not defined herein shall have the meanings give to such terms in the Agreement.
STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)Work Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks • California
FIRST AMENDMENT TO CAMARILLO ACQUISITION AGREEMENTCamarillo Acquisition Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks
This FIRST AMENDMENT TO CAMARILLO ACQUISITION AGREEMENT (this “Amendment”) is made effective as of March 21, 2021 (the “Amendment Date”) by and between GH GROUP, INC., a Delaware corporation (“Glass House”) and MERCER PARK BRAND ACQUISITION CORP, a British Columbia corporation (“Mercer Park”, and together with Glass House, “GH/MPBAC”), on the one hand, and Glass Investments Projects, Inc., a Delaware corporation (the “GIPI”), on the other, to amend that certain letter agreement bearing a date for reference purposes of February 13, 2021 (the “Camarillo Acquisition Agreement”). Capitalized terms used but not defined herein shall have the meanings give to such terms in the Camarillo Acquisition Agreement.
RETAIL LEASERetail Lease • October 13th, 2021 • Glass House Brands Inc. • Blank checks • California
This Lease (“Lease”), dated as of June 9, 2017 (“Effective Date”), is made by and between 3243 Sacramento LLC, a California limited liability company (“Landlord”), and iCANN, LLC, a California limited liability company (“Tenant”). Landlord and Tenant are also sometimes referred to herein collectively as the “Parties,” or individually as a “Party.”
RECIPROCAL NONDISCLOSURE AND RESTRICTED USE AGREEMENT Effective date: February 18, 2021Reciprocal Nondisclosure and Restricted Use Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks
Equilibrium Capital Group, LLC (“Equilibrium”), whose address is 411 NW Park Ave., Suite 401, Portland, OR 97209, on the one hand, and Mercer Park Brand Acquisition Corp., a British Columbia corporation (“Mercer Park”), whose address is 590 Madison Avenue, 26th Floor, New York, New York 10022, and GH Group, Inc., a Delaware corporation, whose address is 3645 Long Beach Blvd., Long Beach, CA 90807 (“Glass House,” and, together with Mercer Park, the “Glass House/Mercer Park Entities”), on the other hand, each on behalf of itself and its affiliates, wish to preserve the confidentiality and trade secret status of certain proprietary information as set forth in this Reciprocal Nondisclosure and Restricted Use Agreement (this “Agreement”). Each of Equilibrium, on the one hand, and the Glass House/Mercer Park Entities, on the other hand, is sometimes referred to herein as a “Party,” and collectively, as the “Parties.” They therefore agree:
FOURTH AMENDMENT TO OPTION AGREEMENT (California Option Assets)Option Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks
This FOURTH AMENDMENT TO OPTION AGREEMENT (this “Amendment”) is made effective as of March 24, 2021 (the “Amendment Date”) by and among CEFF Camarillo Property, LLC, a Delaware limited liability company (“CEFF Camarillo Propco”), CEFF Camarillo Holdings, LLC, a Delaware limited liability company (“CEFF Parent,” and, together with CEFF Camarillo Propco, the “CEFF Parties”), and Glass Investments Projects, Inc., a Delaware corporation (the “Option Holder”).
THIRD AMENDMENT TO OPTION AGREEMENT (California Option Assets)Option Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks
This THIRD AMENDMENT TO OPTION AGREEMENT (this “Amendment”) is made effective as of March 21, 2021 (the “Amendment Date”) by and among CEFF Camarillo Property, LLC, a Delaware limited liability company (“CEFF Camarillo Propco”), CEFF Camarillo Holdings, LLC, a Delaware limited liability company (“CEFF Parent,” and, together with CEFF Camarillo Propco, the “CEFF Parties”), and Glass Investments Projects, Inc., a Delaware corporation (the “Option Holder”).
AGREEMENT TO SELL AND ACQUIRE REAL ESTATE AND JOINT ESCROW INSTRUCTIONSLicense Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks • California
THIS AGREEMENT TO SELL AND ACQUIRE REAL ESTATE AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into effective as of March 29, 2021 (“Effective Date”) by and between CEFF Camarillo Property, LLC, a Delaware limited liability company (“CEFF Camarillo Propco”), and CEFF Camarillo Holdings, LLC, a Delaware limited liability company (“CEFF Parent”, and together with CEFF Camarillo Propco, the “Seller”), and GH CAMARILLO LLC, a Delaware limited liability company (“Purchaser”), as the person designated by GLASS INVESTMENTS PROJECTS, INC., a Delaware corporation (“GIPI”), as the “Camarillo Buyer” contemplated by the California Option Agreement (as defined below).
FIFTH AMENDMENT TO OPTION AGREEMENT (California Option Assets)Option Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks
This FIFTH AMENDMENT TO OPTION AGREEMENT (this “Amendment”) is made effective as of March 26, 2021 (the “Amendment Date”) by and among CEFF Camarillo Property, LLC, a Delaware limited liability company (“CEFF Camarillo Propco”), CEFF Camarillo Holdings, LLC, a Delaware limited liability company (“CEFF Parent,” and, together with CEFF Camarillo Propco, the “CEFF Parties”), and Glass Investments Projects, Inc., a Delaware corporation (the “Option Holder”).
