INDUS HOLDINGS, INC. - and - ODYSSEY TRUST COMPANY WARRANT INDENTURE Providing for the Issue of up to 12,190,000 Subordinate Voting Share Purchase Warrants December 21, 2020Warrant Indenture • March 9th, 2021 • Lowell Farms Inc. • Ontario
a trust company incorporated under the laws of Alberta and authorized to carry on business in the provinces of Alberta and British Columbia
ASSET PURCHASE AGREEMENT BY AND AMONG THE HACIENDA COMPANY, LLC, BRAND NEW CONCEPTS, LLC, LFCO, LLC, LOWELL FARMS, LLC, LFHMP, LLC, LFLC, LLC, INDUS LF LLC, AND INDUS HOLDINGS, INC. FEBRUARY 25, 2021Asset Purchase Agreement • March 9th, 2021 • Lowell Farms Inc. • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 25, 2021, is by and among The Hacienda Company, LLC, a California limited liability company (“THC”), Brand New Concepts, LLC, a California limited liability company (“BNC”), LFCO, LLC, a California limited liability company (“LFCO”), Lowell Farms LLC, a California limited liability company (“Lowell”), LFHMP, LLC, a California limited liability company (“LFHMP”), LFLC, LLC, a California limited liability company (“LFLC,” and together with THC, BNC, LFCO, Lowell, and LFHMP, the “Sellers,” and each, a “Seller”), Indus LF LLC, a California limited liability company (the “Purchaser”), and Indus Holdings, Inc., a British Columbia corporation (the “Parent”). The Sellers, the Purchaser and the Parent are sometimes referred to herein collectively as the “Parties,” and each individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings assigned to them in ARTICLE VIII.
AMENDED AND RESTATED SUPPORT AGREEMENTSupport Agreement • March 9th, 2021 • Lowell Farms Inc. • British Columbia
INDUS HOLDINGS, INC., a company organized under the laws of the Province of British Columbia, Canada (formerly Mezzotin Minerals Inc., a company organized under the laws of the Province of Ontario, Canada) (“Pubco”)
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2021 • Lowell Farms Inc. • California
This Agreement is entered into as of July 1, 2020 (the “Effective Date”) by and between Edible Management, LLC, a California limited liability company (the “Company”) and Mark Luciano Ainsworth (“Executive”).
VOTING AGREEMENTVoting Agreement • March 9th, 2021 • Lowell Farms Inc. • British Columbia
THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 10th day of April, 2020, by and among Indus Holdings, Inc., a British Columbia corporation (the “Company”), each holder of a senior secured convertible debenture (a “Debenture”) that was issued as part of a series of senior secured convertible debentures (collectively, the “Debentures”), issued pursuant to the Purchase Agreement (as defined below) and as listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 4.1 or 4.2 below, the “Investors”) and Robert Weakley (together with an person who becomes his successor pursuant to Subsection 4.2 below, “Weakley”) (together with the Investors, the “Voting Parties”).
INVESTMENT AGREEMENT THIS AGREEMENT is made as of April 26, 2019.Investment Agreement • March 9th, 2021 • Lowell Farms Inc. • British Columbia
INDUS HOLDINGS, INC., a company incorporated under the laws of the Province of British Columbia, having its registered office in care of Cassels Brock, Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8 (the “Company”);
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 9th, 2021 • Lowell Farms Inc. • Ontario
For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:
DEBENTURE AND WARRANT PURCHASE AGREEMENTDebenture and Warrant Purchase Agreement • March 9th, 2021 • Lowell Farms Inc. • Delaware
This Debenture and Warrant Purchase Agreement (this “Agreement”), dated as of April 10, 2020, is entered into by and among Indus Holding Company, a Delaware corporation (the “Company”), Indus Holdings, Inc. (“Parent”) and the parties listed on Schedule I attached hereto (each a “Purchaser” and, collectively, the “Purchasers”), as such Schedule I may be amended from time to time in accordance with Section 9 hereof.
Indus Holdings, Inc.Letter Agreement • March 9th, 2021 • Lowell Farms Inc. • British Columbia
Reference is made to that certain “Letter Agreement” dated January 8, 2020 among Indus Holdings, Inc. (the “Company”), Edible Management, LLC and you (the “Prior Agreement”). Capitalized terms used and not otherwise defined in this letter agreement have the meanings assigned to them in the Prior Agreement.
