Common use of Conversion Event and Voting Common Stock Clause in Contracts

Conversion Event and Voting Common Stock. (a) The Parties hereby agree that consummation of a Holdings Public Offering and the listing of Holdings shares of Class A Common Stock on one of the defined Qualified Securities Exchanges set forth in the Purchase Agreement shall constitute an Approved Public Listing and Conversion Event, and as a result thereof, all of the then outstanding principal amount of Purchase Notes owned of record or beneficially by each of the Purchase Noteholders plus any accrued interest thereon shall automatically convert into shares of Class A Common Stock of Holdings. The conversion price of the Purchase Notes shall be 100% of the initial per share price that Holdings Class A Common Stock is offered to the public pursuant to the final registration statement or offering circular declared effective or qualified by the Securities and Exchange Commission (the “Public Offering Conversion Price”), and the number of shares of Class A Common Stock issuable upon such Conversion Event shall be determined by dividing (i) seventy-five (75%) percent of the then outstanding principal amount of the Purchase Notes owned of record or beneficially by each of the Purchase Noteholders who are Parties to this Agreement, by (ii) the Public Offering Conversion Price. (b) Holdings hereby agrees that upon consummation of the OAC Merger (whether or not the Holdings Public Offering shall be consummated prior thereto), each of the Purchase Noteholders who are Parties to this Agreement shall receive, upon (i) conversion of their Purchase Notes and any accrued but unpaid interest thereon or (ii) if the Holdings Public Offering has been previously consummated, in exchange for all of their Class A Common Stock issued upon prior conversion of such Purchase Notes, their pro-rata portion of the Merger Consideration in the form of OAC Shares that shall be Voting Common Stock. To the extent no Approved Listing and Conversion Event has occurred prior to the closing of the Merger, Holdings shall ensure that the Merger Agreement provides that upon consummation of the OAC Merger, the Purchase Noteholders who are Parties to this Agreement shall receive only Voting Common Stock in the OAC Merger in exchange for their Purchase Notes. Such number of shares of Voting Common Stock shall be determined by dividing (i) seventy-five (75%) percent of the then outstanding principal amount of the Purchase Notes owned of record or beneficially by each of the Purchase Noteholders who are Parties to this Agreement, by (ii) $10.65 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the date hereof), as set forth in the OAC Merger Agreement. (c) It is contemplated that the market valuation of the Hightimes Group in the Hightimes Public Offering, prior to receipt of any net proceeds from such Public Offering (the “Pre-Money Valuation”), will be approximately $225,000,000 and the valuation of the Hightimes Group in the OAC Merger will be not less than $250,000,000. Notwithstanding anything to the contrary contained in Section 2(a) and Section 2(b) above if for any reason the Purchase Notes plus any accrued but unpaid interest thereon shall be converted into Class A Common Stock by virtue of a Holdings Public Offering, and thereafter the valuation of the Hightimes Group in the OAC Merger shall be less than the Pre-Money Valuation in the Holdings Public Offering, then and in such event, there shall be an appropriate increase in the number of shares of Voting Common Stock allocated to the former Purchase Noteholders in the OAC Merger in exchange for their shares of Class A Common Stock received in respect of the conversion of the then outstanding principal amount of the Purchase Notes plus the accrued but unpaid interest thereon so that the value of such number of shares of Voting Common Stock, as so increased, based on the valuation of the OAC Merger shall not be less than the value of the Class A Common Stock into which the Purchase Notes were converted upon a Holdings Public Offering based upon the Pre-Money Valuation. (d) Prior to the maturity date of their Purchase Notes, Holdings shall not amend or modify the OAC Merger Agreement or any agreement with any other corporation or entity in any manner that would adversely affect the rights of the Purchase Noteholders under this Agreement, including, without limitation, in a manner that would deprive the Purchase Noteholders who have executed this Agreement of their rights to receive Voting Common Stock that is listed on a Qualified Securities Exchange upon consummation of a Conversion Event.

Conversion Event and Voting Common Stock. (a) The Parties hereby agree that consummation of a Holdings Public Offering and the listing of Holdings shares of Class A Common Stock on one of the defined Qualified Securities Exchanges set forth in the Purchase Agreement shall constitute an Approved Public Listing and Conversion Event, and as a result thereof, all of the then outstanding principal amount of Purchase Notes owned of record or beneficially by each of the Purchase Noteholders plus any accrued interest thereon Noteholder shall automatically convert into shares of Class A Common Stock of Holdings. The conversion price of the Purchase Notes shall be 100% of the initial per share price that Holdings Class A Common Stock is offered to the public pursuant to the final registration statement or offering circular declared effective or qualified approved by the Securities and Exchange Commission (the “Public Offering Conversion Price”), and the number of shares of Class A Common Stock issuable upon such Conversion Event shall be determined by dividing (i) seventy-five (75%) percent of the then outstanding principal amount of the Purchase Notes owned of record or beneficially by each of the Purchase Noteholders Noteholder who are Parties is a Party to this Agreement, by (ii) the Public Offering Conversion Price. (b) Holdings hereby agrees that upon consummation of the OAC Origo Merger (whether or not the Holdings Public Offering shall be consummated prior thereto), each of the Purchase Noteholders Noteholder who are Parties is a Party to this Agreement shall receive, upon (i) conversion of their Purchase Notes and any accrued but unpaid interest thereon or (ii) if the Holdings Public Offering has been previously consummated, in exchange for all of their Class A Common Stock issued upon prior conversion of such Purchase Notes, their pro-rata portion of the Merger Consideration in the form of OAC Shares that shall be Voting Common Stock. To the extent no Approved Listing and Conversion Event has occurred prior to the closing of the Merger, Holdings shall ensure insure that the Merger Agreement provides that upon consummation of the OAC Merger, the Purchase Noteholders Noteholder who are Parties is a Party to this Agreement shall receive only Voting Common Stock in the OAC Merger in exchange for their Purchase Notes. Such number of shares of Voting Common Stock shall be determined by dividing (i) seventy-five (75%) percent of the then outstanding principal amount of the Purchase Notes owned of record or beneficially by each of the Purchase Noteholders Noteholder who are Parties is a Party to this Agreement, by (ii) $10.65 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the date hereof), as set forth in the OAC Merger Agreement. (c) It is contemplated that the market valuation of the Hightimes Group in the Hightimes Public Offering, prior to receipt of any net proceeds from such Public Offering (the “Pre-Money Valuation”), will be approximately $225,000,000 and the valuation of the Hightimes Group in the OAC Merger will be not less than $250,000,000. Notwithstanding anything to the contrary contained in Section 2(a) and Section 2(b) above if for any reason the Purchase Notes plus any accrued but unpaid interest thereon shall be converted into Class A Common Stock by virtue of a Holdings Public Offering, and thereafter the valuation of the Hightimes Group in the OAC Merger shall be less than the Pre-Money Valuation in the Holdings Public Offering, then and in such event, there shall be an appropriate increase in the number of shares of Voting Common Stock allocated to the former Purchase Noteholders in the OAC Merger in exchange for their shares of Class A Common Stock received in respect of the conversion of the then outstanding principal amount of the stock so as to avoid further dilution to such former Purchase Notes plus the accrued but unpaid interest thereon so that the value of such number of shares of Voting Common Stock, as so increased, based on the valuation of the OAC Merger shall not be less than the value of the Class A Common Stock into which the Purchase Notes were converted upon a Holdings Public Offering based upon the Pre-Money ValuationNoteholders. (d) Prior to the maturity date of their Purchase Notes, Holdings shall not amend or modify the OAC Merger Agreement or any agreement with any other corporation or entity in any manner that would adversely affect the rights of the Purchase Noteholders Noteholder under this Agreement, including, without limitation, in a manner that would deprive the Purchase Noteholders Noteholder who have has executed this Agreement of their rights to receive Voting Common Stock that is listed on a Qualified Securities Exchange upon consummation of a Conversion Event.