MERGER AGREEMENT by and among ORIGO ACQUISITION CORPORATION, as OAC HIGHTIMES HOLDING CORP., as the Company HTHC MERGER SUB, INC., as Merger Sub and JOSE ALDEANUEVA, in the capacity as the OAC Representative Dated as of July 24, 2017Merger Agreement • July 27th, 2017 • Origo Acquisition Corp • Blank checks • New York
This Merger Agreement (this “Agreement”) is made and entered into as of July 24, 2017, by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), “OAC”), (ii) Hightimes Holding Corp., a Delaware corporation (the “Company”), (iii) HTHC Merger Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of OAC (“Merger Sub”), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the “OAC Representative”). OAC, the Company, Merger Sub and the OAC Representative is hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.”
VOTING AGREEMENTVoting Agreement • July 27th, 2017 • Origo Acquisition Corp • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of July [●], 2017 by and among (i) Origo Acquisition Corporation, a Cayman Islands business company (including any successor entity thereto, “OAC”), (ii) Hightimes Holding Corp., a Delaware corporation (the “Company”), and (iii) the undersigned shareholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
EXHIBIT C FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • July 27th, 2017 • Origo Acquisition Corp • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●], 2017, by [●] (“Owner”), in favor of and for the benefit of Origo Acquisition Corporation, a Cayman Islands company (including any successor entity thereto, “OAC”), and each of OAC’s present and future Affiliates, successors and direct and indirect Subsidiaries, including after the Merger (as defined below), the Company (as defined below) and its Subsidiaries (collectively, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
