0001493152-20-020602 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • Arizona

This EMPLOYMENT AGREEMENT (the “Agreement”) is made this 15th day of November 2018, by and between Harvest Enterprises, Inc., a Delaware corporation (the “Company”), and Steve White (the “Executive”), effective as of November 15, 2018 (the “Effective Date”).

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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. THE SHAREHOLDERS LISTED IN SCHEDULE A HARVEST...
Coattail Agreement • November 5th, 2020 • Harvest Health & Recreation 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)

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Re: Purchase Agreement
Assignment and Assumption Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • California

This purchase agreement (“Purchase Agreement”), dated as of the date first set forth above (the “Effective Date”) sets forth the terms and conditions of a transaction (the Transaction”) pursuant to which HHI Acquisition Corp., a Delaware corporation (the Buyer”) and a wholly-owned subsidiary of Hightimes Holding Corp., a Delaware corporation (“Hightimes”) shall acquire (a) 100% of the issued and outstanding equity (the “ICG Equity”) of Interurban Capital Group, LLC, a Delaware limited liability company (“ICG”) from Harvest Enterprises, Inc., a Delaware corporation (“Enterprises”), and (b) 100% of the membership interests (the “Harvest Interests” and together with the ICG Equity, the “Acquired Equity”) of Harvest of Merced, LLC, a California limited liability company (“Merced”) and Harvest of Riverside, LLC, a California limited liability company (“Riverside” and together with Merced, the “Harvest Dispensaries”) owned by Steve White (“White”) and Harvest of California LLC, a California

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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. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by...
Agreement and Plan of Merger and Reorganization • November 5th, 2020 • Harvest Health & Recreation Inc. • Delaware

This Agreement and Plan of Merger and Reorganization (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and among (i) Harvest Health & Recreation, Inc., a British Columbia corporation (“Parent”), (ii) ICG Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and (iii) Interurban Capital Group, Inc., a Delaware corporation (the “Company”); and (iv) Fertile Valley LLC, a Delaware limited liability company, solely in its capacity as the Stockholder Representative (the “Stockholder Representative”).

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HARVEST HEALTH & RECREATION INC.
Warrant Indenture • November 5th, 2020 • Harvest Health & Recreation Inc. • British Columbia

HARVEST HEALTH & RECREATION INC., a corporation existing under the laws of the Province of British Columbia (the “Corporation”),

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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. EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of June 18, 2019 with an effective date of January 14, 2019 (the “Effective Date”) is entered into by and between Randy Taylor Consulting, LLC (“Company”), an indirect subsidiary of Harvest Health & Recreation, Inc., a British Columbia corporation (“Harvest Health”) and John Cochran (“Executive”). Company and Executive may collectively be referred to as the “Parties”.

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PUT OPTION AGREEMENT
Put Option Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • British Columbia

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of these premises and mutual covenants and agreements herein contained, the parties hereto agree as follows:

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EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • Arizona

THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of January 9, 2019 with an effective date of January 14, 2019 (the “Effective Date”) is entered into by and between Randy Taylor Consulting, LLC (“Company”), and Kevin George (the “Executive”). The Company and Executive may collective be referred to as the “Parties”.

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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. Agreement and Plan of Merger and Reorganization By...
Agreement and Plan of Merger and Reorganization • November 5th, 2020 • Harvest Health & Recreation Inc. • Delaware

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of February 14, 2019 (the “Effective Date”), by and among HARVEST HEALTH & RECREATION, INC., a corporation organized under the laws of British Columbia, Canada (the “Parent”), Harvest California Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Falcon International, Corp., a Delaware corporation (the “Company”), and each of the shareholders of the Company who executes a counterpart signature to this Agreement in the form attached hereto as Exhibit A (each a “Company Stockholders” and collectively, the “Company Stockholders”), for the limited purposes as set forth herein. The Parent, Merger Sub, the Company and the Company Stockholders may be collectively referred to herein as the “Parties” and individually as a “Party.”)

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AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT by and among Harvest FINCO, Inc., f/k/a Harvest Enterprises, Inc.; San Felasco Nurseries, Inc.; Certain Shareholders of San Felasco Nurseries, Inc.; And Marc Meisel, as Sellers’ Representative Dated as of...
Share Exchange Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • Florida

This Amended and Restated Share Exchange Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) Harvest FINCO, Inc., formerly known as Harvest Enterprises, Inc. a Delaware corporation (the “Buyer”); (ii) San Felasco Nurseries, Inc., a Florida corporation (“Acquired Company”), (iii) each of the shareholders of the Acquired Company who executes a joinder to this Agreement (each, a “Seller” and collectively, the “Sellers”), and (iv) Marc Meisel, solely in his capacity as Sellers’ Representative (“Sellers’ Representative”). Each of Acquired Company, the Sellers and the Sellers’ Representative may be referred to collectively herein as the “Acquired Company Parties” and separately as an “Acquired Company Party.” Each of the Buyer and each Acquired Company Party may be referred to herein collectively as the “Parties” and separately as a “Party.”

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • November 5th, 2020 • Harvest Health & Recreation Inc. • Arizona

This Separation Agreement and General Release (“Agreement”) is entered into by and between Leo Jaschke (“You”) and Randy Taylor Consulting, LLC, an indirect subsidiary of Harvest Health & Recreation, Inc., a British Columbia corporation (collectively, “Company”).

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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 • November 5th, 2020 • Harvest Health & Recreation Inc. • Nevada

This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) Harvest Cheyenne Holdings LLC, a Nevada limited liability company (“Buyer”), (ii) GreenMart of Nevada LLC, a Nevada limited liability company (the “Company”), (iii) F&L Investments LLC, a Nevada limited liability company (the “Member”), (iv) MJAR Holdings Corp., a Delaware corporation (“MJAR Holdings”) and (v) MJardin Group, Inc., an Ontario corporation (“MJardin Group”). The Member, MJAR Holdings and MJardin Group may be referred to collectively herein as the “Selling Parties” and separately as a “Selling Party.”

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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.
Stock Exchange Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • Delaware

This Integrated Transactions Property for Stock Exchange Agreement (subject to amendment as set forth herein, and together with the exhibits, schedules and other attachments hereto, this “Agreement”) is entered into as of the date first set forth (such date, the “Effective Date”) and is entered into by and among (i) Harvest Enterprises, Inc., a Delaware corporation (the “Company”); (ii) RockBridge Resources Inc., a corporation organized under the laws of British Columbia, Canada (“Pubco”); (iii) certain or all of the members and shareholders of the entities as set forth on Exhibit A (each, a “Roll-Up Entity” and collectively the “Roll-Up Entities”) who are executing this Agreement as of the Effective Date or who join this Agreement following the Effective Date as set forth herein (each, a “Member” and collectively the “Members”) and (iv) Sean Berberian as the representative of the Members (the “Members’ Representative”). Each of the Company, Pubco, each Member and the Members’ Represen

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.

This First Amendment to Employment Agreement (“ First Amendment”) is entered into as of January 11, 2019, by and between Harvest Enterprises, Inc. (“Harvest”), and Jason Vedadi (“Executive”). Harvest and Vedadi previously entered into an Employment Agreement, dated November 15, 20I8 (the “Employment Agreement”). Harvest and Executive now desire to amend and renew the Employment Agreement as set forth below.

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second AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated with effect as of November 19, 2019 and is entered into by and among:

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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. CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE
Confidential Separation Agreement and General Release • November 5th, 2020 • Harvest Health & Recreation Inc. • Arizona

This Confidential Separation Agreement and General Release (“Agreement”) is entered into by and between Jason Vedadi (“Vedadi”) and Randy Taylor Consulting, LLC, an indirect subsidiary of Harvest Health & Recreation, Inc., a British Columbia corporation, and its parent, affiliated and subsidiary entities (collectively, “Company”) and is effective the 10th day of March 2020.

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.

This First Amendment to Employment Agreement (“First Amendment”) is entered into as of May 11, 2019, by and between Randy Taylor Consulting, LLC (“Company”) and Kevin George (“Executive”), collectively referred to as the “Parties.”

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • November 5th, 2020 • Harvest Health & Recreation Inc. • California

This Separation Agreement and General Release (“Agreement”) is entered into by and between John Cochran (“You”) and Randy Taylor Consulting, LLC, an indirect subsidiary of Harvest Health & Recreation, Inc., a British Columbia corporation (the “Company”) (collectively, the “parties”).

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ACKNOWLEDGEMENT
Put Option Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.
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ASSIGNMENT AND ASSUMPTION AGREEMENT AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT Dated as of November 20, 2018
Assignment and Assumption Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.

This Assignment and Assumption Agreement (the “Assignment”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between Harvest FINCO, Inc., a Delaware corporation previously named Harvest Enterprises, Inc. (“Buyer”), Harvest Health & Recreation Inc., a corporation organized under the laws of British Columbia (“Harvest”), San Felasco Nurseries, Inc., a Florida corporation (“Acquired Company”), each of the shareholders of the Acquired Company who executes a joinder to this Agreement (each, a “Seller” and collectively, the “Sellers”) and Marc Meisel, solely in his capacity as Sellers’ Representative (“Sellers’ Representative”). Each of Buyer, Harvest, Acquired Company, the Sellers and Sellers’ Representative may be referred to herein individually as a “Party” and collectively as the “Parties.”

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AMENDMENT NO. 1 TO Membership Interest PURCHASE AGREEMENT
Membership Interest Purchase Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.

This Amendment No. 1 (this “Amendment”) to the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of December 31, 2019, by and among Harvest Cheyenne Holdings LLC, a Nevada limited liability company (“Buyer”), GreenMart of Nevada LLC, a Nevada limited liability company (the “Company”), F&L Investments LLC, a Nevada limited liability company (the “Member”), MJAR Holdings Corp., a Delaware corporation (“MJAR Holdings”) and MJardin Group, Inc., an Ontario corporation (“MJardin Group”), is made as of February 28, 2020, by and among the Buyer, the Company, the Member, MJAR Holdings and MJardin Group. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement

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BUSINESS COMBINATION AGREEMENT BETWEEN: ROCKBRIDGE RESOURCES INC. - and - HARVEST ENTERPRISES, INC. - and - HARVEST FINCO, INC. - and - HVST FINCO (CANADA) INC. - and – 1185928 B.C. LTD. Dated November 14, 2018
Business Combination Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • British Columbia

WHEREAS the Parties (as hereinafter defined) have agreed, subject to the satisfaction of certain conditions precedent, concurrently with the Amalgamation (as hereinafter defined) and US Finco Exchange (as hereinafter defined), to carry out a share exchange (the “Harvest Exchange”) between the shareholders of Harvest and RockBridge, whereby certain shareholders of Harvest will contribute their Class A Shares (as hereinafter defined) of Harvest to RockBridge in exchange for Subordinate Voting (as hereinafter defined) or Multiple Voting Shares (as hereinafter defined) at a rate of 1 Subordinate Voting Share for each share of common stock of US Finco or 1 Multiple Voting Share for every 100 shares of common stock held, and certain shareholders of Harvest will contribute their Class B Shares (as hereinafter defined) of Harvest to RockBridge for Super Voting Shares (as hereinafter defined) at a rate of 1 Super Voting Share for each Class B Share held;

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FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • November 5th, 2020 • Harvest Health & Recreation Inc.

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Amendment”) is made effective as of June 7, 2019 (the “First Amendment Effective Date”) by and among HARVEST HEALTH & RECREATION, INC., a corporation organized under the laws of British Columbia, Canada (the “Parent”), HARVEST CALIFORNIA ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), FALCON INTERNATIONAL, CORP., a Delaware corporation (the “Company”), and each of the shareholders of the Company who executes a counterpart signature to this Amendment (each a “Company Stockholders” and collectively, the “Company Stockholders”), for the limited purposes as set forth herein. The Parent, Merger Sub, the Company and the Company Stockholders may be collectively referred to herein as the “Parties” and individually as a “Party”).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.

This First Amendment to Employment Agreement (“First Amendment”) is entered into as of January 11, 2019, by and between Harvest Enterprises, Inc. (“ Harvest”), and Steven White (“Executive”). Harvest and White previously entered into an Employment Agreement, dated November 15, 2018 (the “Employment Agreement”). Harvest and Executive now desire to amend and renew the Employment Agreement as set forth below.

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated with effect as of October 21, 2019 and is entered into by and among:

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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. BUSINESS COMBINATION AGREEMENT by and among HARVEST...
Business Combination Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • British Columbia
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RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE HARVEST HEALTH & RECREATION INC.
Restricted Stock Unit Award Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.

Pursuant to the Harvest Health & Recreation Inc. 2018 Stock and Incentive Plan as amended through the date hereof (the “Plan”), Harvest Health & Recreation Inc., a British Columbia corporation (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall entitle the Grantee to one subordinate voting share of the Company as contemplated under the Plan (“Subordinate Voting Share”) subject to the restrictions and conditions set forth herein and in the Plan.

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AMENDMENT NO. 2 TO Membership Interest PURCHASE AGREEMENT
Membership Interest Purchase Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.

This Amendment No. 2 (this “Amendment”) to the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of December 31, 2019 and amended on February 28, 2020, by and among Harvest Cheyenne Holdings LLC, a Nevada limited liability company (“Buyer”), GreenMart of Nevada LLC, a Nevada limited liability company (the “Company”), F&L Investments LLC, a Nevada limited liability company (the “Member”), MJAR Holdings Corp., a Delaware corporation (“MJAR Holdings”) and MJardin Group, Inc., an Ontario corporation (“MJardin Group”), is made as of August 14, 2020, by and among the Buyer, the Company, the Member, MJAR Holdings and MJardin Group. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement

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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. INVESTMENT AGREEMENT
Investment Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • British Columbia

The undersigned, [***], (the “Investor”), understands that Harvest Health & Recreation, Inc. (the “Company” or the “Issuer”) proposes to sell, and the Investor propose to purchase, on an private placement agency basis through Eight Capital (the “Agent”), over an eighteen (18) month period commencing on the date hereof (the “Term”), up to 400,000 unsecured convertible debentures (the “Convertible Debentures”) in the principal amount of US$1,000 per Convertible Debentures, completed in Tranches (as defined below).

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CONTRIBUTION AND EXCHANGE AGREEMENT DATED AS OF NOVEMBER 14, 2018 BY AND AMONG THE MEMBERS OF CBx ENTERPRISES LLC, JEFFREY GIARRAPUTO, AS SELLERS REPRESENTATIVE, AND
Contribution and Exchange Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • Delaware
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Amended and Restated Credit Agreement Dated as of July 26, 2019
Credit Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • Ontario
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TRUST INDENTURE DATED AS OF THE 20TH DAY OF DECEMBER, 2019 BETWEEN HARVEST HEALTH & RECREATION INC., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEE PROVIDING FOR THE ISSUE OF NOTES
Trust Indenture • November 5th, 2020 • Harvest Health & Recreation Inc. • British Columbia

The undersigned (A) acknowledges that the sale of _______________________ (the “Securities”) of the Issuer, to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) the undersigned is not an “affiliate” (as that term is defined in Rule 405 under the U.S. Securities Act) of the Issuer, except solely by virtue of being an officer or director of the Issuer; (2) the offer of such Securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another “designated offshore securities market

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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 • November 5th, 2020 • Harvest Health & Recreation Inc. • Delaware

This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and among (i) FL Holding Company, LLC, a Pennsylvania limited liability company (“Buyer”), (ii) Franklin Labs, LLC, a Pennsylvania limited liability company (the “Company”) and (iii) CannaPharmacy, Inc. a Delaware corporation (the “Member”). The Company and the Member may be referred to collectively herein as the “Selling Parties” and individually as a “Selling Party”.

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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 CONTRIBUTION AGREEMENT by and among
Membership Interest Contribution Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • Arizona

This Membership Interest Contribution Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and among (i) Harvest Health & Recreation, Inc., a British Columbia, Canada corporation (“ParentCo”), (ii) Banyan Acquisition Corp., an Arizona corporation and wholly owned subsidiary of ParentCo (the “Acquiror”), (iii) the members of Banyan Management Holdings, LLC, an Arizona limited liability company (“Banyan Management” and the members thereof, the “Banyan Management Members”), set forth on the Member Signature Page to this Agreement, (iv) the non-controlling members of Banyan Scientific, LLC, an Arizona limited liability company (the “Non-Controlling Banyan Scientific Members”), set forth on the Member Signature Pages to this Agreement (the members of Banyan Management and Non-Controlling Banyan Scientific Members are collectively referred to hereinafter as the “Members” or the “Sellers”) and (v) Kurt D. Merschman, solely in his capacity

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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 by and among HARVEST HEALTH...
Note Purchase Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • British Columbia

The contact information of the public official in the local jurisdiction who can answer questions about the security regulatory authority’s or regulator’s indirect collection of information is as follows: Alberta Securities Commission Suite 600, 250 – 5th Street SW Calgary, Alberta T2P 0R4 Telephone: (403) 297-6454 Toll free in Canada: 1-877-355-0585 Facsimile: (403) 297-2082 British Columbia Securities Commission P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Inquiries: (604) 899-6854 Toll free in Canada: 1-800-373-6393 Facsimile: (604) 899-6581 Email: inquiries@bcsc.bc.ca The Manitoba Securities Commission 500 – 400 St. Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: (204) 945-2548 Toll free in Manitoba 1-800-655-5244 Facsimile: (204) 945-0330 Financial and Consumer Services Commission (New Brunswick) 85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Telephone: (506) 658-3060 Toll free in Canada: 1-866-933-2222 Facsimile: (

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