MEMBERSHIP INTEREST PURCHASE AGREEMENT among MXY ANCILLARY HOLDINGS LLC, HT RED LLC, and HIGHTIMES HOLDING CORP. dated as of November 1, 2022 MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 7th, 2022 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This Membership Interest Purchase Agreement (this “Agreement”), dated as of November 1, 2022, is entered into between MXY Ancillary Holdings LLC, a Nevada limited liability company (the “Seller”), HT Red LLC, a Delaware limited liability company, and (“Buyer”), and Hightimes Holding Corp., a Delaware corporation and the direct owner of 100% of the equity interests of Buyer (“Buyer Parent”).
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTSAssignment and Assumption • November 7th, 2022 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this “Assignment”) is entered into as of the 1st day of November, 2022 (the “Effective Date”), by and between Anacapa CA LLC, a California limited liability company (“Assignor”), and HT Red LLC, a Delaware limited liability company (“Assignee”).
HIGHTIMES HOLDING CORPLetter Agreement • November 7th, 2022 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This letter agreement (the “Letter Agreement”) is being issued in connection with the transactions between HT RED LLC, a Delaware limited liability company (“Buyer”), HIGHTIMES HOLDING CORP., a Delaware corporation (“Buyer Parent” and, together with Buyer, the “Buyer Parties”), and Anacapa CA LLC, a California limited liability company (“Seller” and together with Buyer, the “Parties”), with respect to the purchase by Buyer of 100% of the membership interests of Pure Calaveras LLC, a California limited liability company (the “Company”), including the following:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 7th, 2022 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This Management Services Agreement (“Agreement”) is effective November 1, 2022 (the “Effective Date”) by and between Hightimes Holding Corp., a Delaware corporation, and its affiliates, subsidiaries, divisions, successors, and assigns (“Management Service Provider”), and Pure CA LLC, a California limited liability company (“Company”). Hereafter, Management and Company may each be referred to as a “Party” and together as the “Parties.”
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 7th, 2022 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This Management Services Agreement (“Agreement”) is effective November 1, 2022 (the “Effective Date”) by and between Hightimes Holding Corp., a Delaware corporation, and its affiliates, subsidiaries, divisions, successors, and assigns (“Management Service Provider”), and Pure Calaveras LLC, a California limited liability company (“Company”). Hereafter, Management and Company may each be referred to as a “Party” and together as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • November 7th, 2022 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • Texas
THIS ESCROW AGREEMENT (this “Agreement”), is made and entered into as of November 1, 2022, by and among Hightimes Holding Corp., a Delaware corporation (“HTHC”), HT Red LLC, a Delaware limited liability company and wholly-owned subsidiary of HTHC (“Buyer”), MXY Holdings Inc., a Delaware corporation (“MXY Holdings”), Anacapa CA LLC, a California limited liability company (“Anacapa”), MXY Ancillary Holdings, LLC, a Nevada limited liability company (“MXY Ancillary”); MXY License Holdings, LLC, a California limited liability company (“MXY License”), and SMB Law Group LLP, a Texas limited liability partnership, as escrow agent (the “Escrow Agent”). Each of HTHC, Buyer, MXY Holdings, Anacapa, MXY Ancillary, and MXY License shall from time to time be referred to herein individually as a “Party” or, collectively, the “Parties”.
LOCK-UP AGREEMENTLock-Up Agreement • November 7th, 2022 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
THIS AGREEMENT is made as of November 1, 2022 (the “Effective Date”), between and among MXY HOLDINGS INC., a Delaware corporation (“Stockholder”), and HIGHTIMES HOLDING CORP., a Delaware corporation (the “Company”). Stockholder and the Company are hereinafter sometimes individually referred to as a “Party” and collectively, the “Parties.”
HIGHTIMES HOLDING CORPLetter Agreement • November 7th, 2022 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This letter agreement (the “Letter Agreement”) is being issued in connection with the transactions between HT RED LLC, a Delaware limited liability company (“Buyer”), HIGHTIMES HOLDING CORP., a Delaware corporation (“Buyer Parent” and, together with Buyer, the “Buyer Parties”), ANACAPA CA LLC, a California limited liability company (“Anacapa”), and MXY Holdings Inc., a Delaware corporation (together with Anacapa, “Sellers” and together with Buyer, the “Parties”), with respect to the purchase by Buyer of 100% of the membership interests of Sapphire Enterprises, LLC, a California limited liability company (the “Company”), including the following:
LICENSE TO USE BRAND AGREEMENTUse Brand Agreement • November 7th, 2022 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
BETWEEN: Pure CA, LLC (the “Licensee”), a company organized and existing under the laws of the State of California, with its head office located at:
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTSAssignment and Assumption of Membership Interests • November 7th, 2022 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this “Assignment”) is entered into as of the 1st day of November, 2022 (the “Effective Date”), by and between Anacapa CA LLC, a California limited liability company (“Assignor”), and HT Red LLC, a Delaware limited liability company (“Assignee”).
