CURALEAF HOLDINGS, INC. and LIFEBROOK INVESTMENTS LTD. as Shareholders and Curaleaf, Inc. as the Company SHAREHOLDERS AGREEMENT December 8, 2023Shareholders Agreement • December 19th, 2023 • Curaleaf Holdings, Inc. • Medicinal chemicals & botanical products • Delaware
Shareholders Agreement dated December 8, 2023 (the “Agreement Date”) between Curaleaf Holdings, Inc., a corporation incorporated under the laws of the province of British Columbia, Canada (“Curaleaf Holdings”), Lifebrook Investments Ltd., an entity formed under the laws of England and Wales (the “Investor”), Curaleaf, Inc., a corporation incorporated under the laws of the State of Delaware, United States (the “Company”), and each other Person who after the Agreement Date become a Shareholder of the Company and becomes a party to this Agreement by executing a Joinder Agreement.
PROTECTION AGREEMENT CURALEAF HOLDINGS, INC. - and - CURALEAF, INC. December 8, 2023Protection Agreement • December 19th, 2023 • Curaleaf Holdings, Inc. • Medicinal chemicals & botanical products • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • December 19th, 2023 • Curaleaf Holdings, Inc. • Medicinal chemicals & botanical products • Delaware
WHEREAS, in connection with the Proposed Transaction (as defined herein), on or prior to the Closing Date (as defined herein), the Company shall adopt and file with the Secretary of State of the State of Delaware its Seventh Amended and Restated Certificate of Incorporation in substantially the form attached hereto as Exhibit A (the “Restated Certificate”) to (i) authorize one (1) share of Class A Voting Common Stock, $0.0001 par value per share (the “Class A Common Stock”), 999 shares of Class B Non-Voting Common Stock, $0.0001 par value per share (the “Class B Common Stock”), and 1,000 shares of Class C Voting Common Stock, $0.0001 par value per share (the “Class C Common Stock”); and (ii) reclassify the 100 shares of the Company’s Common Stock, $0.00001 par value per share, currently held by Curaleaf Holdings, as 999 shares of Class B Common Stock of the Company, such that Curaleaf Holdings will no longer have voting control of the Company.
