GLASS HOUSE BRANDS INC. (FORMERLY KNOWN AS MERCER PARK BRAND ACQUISITION CORP.), as the Corporation and ODYSSEY TRUST COMPANY, as the Warrant Agent SUPPLEMENT TO THE WARRANT AGENCY AGREEMENT As of June 29, 2021Warrant Agency Agreement • December 30th, 2022 • Glass House Brands Inc. • Medicinal chemicals & botanical products • Ontario
a trust company incorporated under the Loan and Trust Corporations Act (Alberta) with an office in the City of Calgary in the Province of Alberta (hereinafter called the “Warrant Agent”)
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 30th, 2022 • Glass House Brands Inc. • Medicinal chemicals & botanical products • 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”).
AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 30th, 2022 • Glass House Brands Inc. • Medicinal chemicals & botanical products
THIS AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT (this “Amendment”) is made as of June 18, 2021, by and among Mercer Park Brand Acquisition Corp. (the “Corporation”), Mercer Park Brand, L.P. (formerly known 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 the Investor Rights Agreement (as defined below) pursuant to the execution of a joinder. Each of the foregoing is referred to herein as a “Party” and, collectively, as the “Parties.”
EXCHANGE RIGHTS AGREEMENTExchange Rights Agreement • December 30th, 2022 • Glass House Brands Inc. • Medicinal chemicals & botanical products
WHEREAS, pursuant to the terms of the Merger Agreement, dated April 8, 2021 as amended by Amendment No. 1 thereto, dated as of June 18, 2021, and as further amended by Amendment No. 2 thereto, dated as of June 28, 2021 (collectively, “Merger Agreement”), among, inter alia, Parent, Exchangeco, Exchangeco’s wholly-owned merger subsidiary, GH Group, Inc. (“GH”), certain of GH’s shareholders sufficient to authorize the underlying merger under the Delaware General Corporation Law, and Kyle Kazan, as the GH shareholder representative, Exhangeco has become the owner of all of the issued and outstanding shares of GH Group, Inc., a Delaware corporation, in exchange for merger consideration made up of, in part, Class B voting exchangeable common shares of Exchangeco (the “Class B Shares”) issued to the persons (the “Class B Shareholders”) listed on Schedule A (the “Merger”);
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2022 • Glass House Brands Inc. • Medicinal chemicals & botanical products • Ontario
THIS REGISTRATION RIGHTS AGREEMENT is made as of the 29th day of June, 2021 by and by and among Glass House Brands Inc., a British Columbia corporation f/k/a Mercer Park Brand Acquisition Corp. (the “Company”) and the parties listed on Schedule B hereto. Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER Dated as of April 8, 2021 Among THE SELLERS LISTED ON THE SIGNATURE PAGE HERETO And KYLE D. KAZAN the “Sellers’ Representative” And GH GROUP, INC. the “Company” And MPB ACQUISITION CORP. the “Buyer” And MPB MERGERSUB CORP....Agreement and Plan of Merger • December 30th, 2022 • Glass House Brands Inc. • Medicinal chemicals & botanical products • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 8, 2021, is entered into by and among the Persons (as defined in Article 1) listed as “Sellers” on the signature page hereto and each other Person that hereafter joins this Agreement pursuant to such Person’s execution of a Letter of Transmittal (being referred to individually as a “Seller” and collectively as “Sellers”), Kyle D. Kazan, as the representative of the Sellers (“Sellers’ Representative”), GH Group, Inc., a Delaware corporation (the “Company”), solely for the purposes of Section 9.5, Graham Farrar, solely for the purposes of Section 9.5, Kyle Kazan, MPB Acquisition Corp., a Nevada corporation (“Buyer”), MBP Mergersub Corp., a Delaware corporation (“Merger Sub”), and Mercer Park Brand Acquisition Corp., a British Columbia corporation (the “SPAC”). Sellers, Sellers’ Representative, the Company, Buyer, Merger Sub and the SPAC being sometimes referred to individually as a “Party” and collectively, as the “P
LOCK-UP AGREEMENTLock-Up Agreement • December 30th, 2022 • Glass House Brands Inc. • Medicinal chemicals & botanical products • British Columbia
This Lock-Up Agreement (this “Agreement”) is made and entered into as of June 29, 2021 by and among Glass House Brands Inc., a British Columbia corporation f/k/a Mercer Park Brand Acquisition Corp. (the “Company”) and the parties listed on Schedule A hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 2.2 or Section 3.2 of this Agreement, a “Holder” and collectively the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Merger Agreement (as defined below).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 30th, 2022 • Glass House Brands Inc. • Medicinal chemicals & botanical products
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of June 28, 2021, by and among the Persons listed as “Sellers” on the signature page hereto (the “Sellers”), Kyle D. Kazan, as the representative of the Sellers, GH Group, Inc., a Delaware corporation (the “Company”), Graham Farrar, an individual, Kyle D. Kazan, an individual, MPB Acquisition Corp., a Nevada corporation (“Buyer”), MBP Mergersub Corp, a Delaware corporation (“Merger Sub”), and Mercer Park Brand Acquisition Corp., a British Columbia corporation. Each of the foregoing is referred to herein as a “Party” and, collectively, as the “Parties.”
