CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. FIRST AMENDMENT TO THE NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 20th, 2019 • Green Thumb Industries Inc. • Illinois
This NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of May 22, 2019 (the “Agreement Date”), by and among VCP23, LLC, a Delaware limited liability company (“VCP23”), VCP Real Estate Holdings, LLC, a Delaware limited liability company (“VCP Real Estate”), Vision Management Services, LLC, a Delaware limited liability company (“VMS”), GTI23, Inc., a Delaware corporation (“GTI23”), GTI Core, LLC, a Delaware limited liability company (“GTI Core”), VCP IP Holdings, LLC, a Delaware limited liability company (“VCP IP”), TWD18, LLC, a Delaware limited liability company (“TWD18”) and For Success Holdings Company, a Delaware corporation (“FSH” and, together with VCP23, VCP Real Estate, VMS, GTI23, GTI Core, VCP IP and TWD18, the “Initial Issuers” and each, individually, an “Initial Issuer”), each purchaser party hereto listed on the signature page hereto (together with their successors and assigns, each an “Initial P
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 20th, 2019 • Green Thumb Industries Inc. • Delaware
This Amendment No. 1 to Membership Interest Purchase Agreement (this “Amendment”), dated June 5, 2019, by and among KHOD Holdings, LLC (“KHOD”), a Nevada limited liability company, and GV Health Partners, LLC (“GV Health”) a Nevada limited liability company, Liquid Marketing, LLC (“Liquid”), a Nevada limited liability company, Sagebrush CCLV, LLC (“Sagebrush”, and, together with KHOD, GV Health and Liquid, the “Sellers” and each, a “Seller”), a Nevada limited liability company, and those Persons set forth on Exhibit A of the Purchase Agreement, as defined below, (the “Members” and, together with the Sellers, the “Seller Parties”), and GTI Core, LLC, a Delaware limited liability company (“Buyer”), and Green Thumb Industries Inc., a corporation incorporated under the laws of the Province of British Columbia (“Parent”) amends that certain Agreement for Membership Interest Purchase Agreement dated November 12, 2018 (the “Purchase Agreement”) by and among the Seller Parties, Buyer and Paren
THE SHAREHOLDERS LISTED IN SCHEDULE A GREEN THUMB INDUSTRIES INC. - AND - ODYSSEY TRUST COMPANY COATTAIL AGREEMENT JUNE 12, 2018Coattail Agreement • December 20th, 2019 • Green Thumb Industries Inc. • British Columbia
ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of Canada, as trustee for the benefit of the Holders (as defined below) (the “Trustee”)
BUSINESS COMBINATION AGREEMENT BETWEEN: BAYSWATER URANIUM CORPORATION - and - VCP23, LLC - and – GTI FINCO INC. - and – 1165318 B.C. LTD. - and – GTI23, INC. Dated June 12, 2018Business Combination Agreement • December 20th, 2019 • Green Thumb Industries Inc. • British Columbia
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among...Membership Interest Purchase Agreement • December 20th, 2019 • Green Thumb Industries Inc. • Delaware
This Membership Interest Purchase Agreement (this “Agreement”), dated as of November 13, 2018, is entered into among KHOD Holdings, LLC (“KHOD”), a Nevada limited liability company, and GV Health Partners, LLC (“GV Health”) a Nevada limited liability company, (“Sellers” and each, a “Seller”), those Persons set forth on Exhibit A (the “Members” and, together with the Sellers, the “Seller Parties”), and GTI Core, LLC, a Delaware limited liability company (“Buyer”), and Green Thumb Industries Inc., a corporation incorporated under the laws of the Province of British Columbia (“Parent”) and those other Persons signatory hereto.
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. NOTE PURCHASE AGREEMENT Dated as of May 22, 2019 By...Note Purchase Agreement • December 20th, 2019 • Green Thumb Industries Inc. • Illinois
This NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of May 22, 2019 (the “Agreement Date”), by and among VCP23, LLC, a Delaware limited liability company (“VCP23”), VCP Real Estate Holdings, LLC, a Delaware limited liability company (“VCP Real Estate”), Vision Management Services, LLC, a Delaware limited liability company (“VMS”), GTI23, Inc., a Delaware corporation (“GTI23”), GTI Core, LLC, a Delaware limited liability company (“GTI Core”), VCP IP Holdings, LLC, a Delaware limited liability company (“VCP IP”), TWD18, LLC, a Delaware limited liability company (“TWD18”) and For Success Holdings Company, a Delaware corporation (“FSH” and, together with VCP23, VCP Real Estate, VMS, GTI23, GTI Core, VCP IP and TWD18, the “Initial Issuers” and each, individually, an “Initial Issuer”), each purchaser party hereto listed on the signature page hereto (together with their successors and assigns, each an “Initial P
Form of Option Agreement GREEN THUMB INDUSTRIES INC.2018 Stock and Incentive Plan • December 20th, 2019 • Green Thumb Industries Inc. • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among Green Thumb Industries Inc., GTI Merger Sub, LLC and Advanced Grow Labs, LLC, dated as of January 4, 2019Agreement and Plan of Merger • December 20th, 2019 • Green Thumb Industries Inc. • Delaware
This Agreement and Plan of Merger and Reorganization (this “Agreement”), effective as of January 4, 2019 (“Effective Date”), is entered into by and among Green Thumb Industries Inc., a corporation incorporated under the laws of the Province of British Columbia (“Parent”), GTI Merger Sub, LLC, a Connecticut limited liability company (the “GTI Sub”), and Advanced Grow Labs, LLC, a Connecticut limited liability company, doing business as Advanced Grow Labs, with its offices located at 400 Frontage Road, West Haven Connecticut (the “Company”).
