FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 16th, 2019 • KushCo Holdings, Inc. • Miscellaneous plastics products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 15, 2019, between KushCo Holdings, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 30th, 2019 • KushCo Holdings, Inc. • Miscellaneous plastics products • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 29, 2019, is by and among KushCo Holdings, Inc., a Nevada corporation with offices located at 11958 Monarch Street, Garden Grove, CA 92841 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
KushCo Holdings, Inc.Placement Agent Agreement • April 9th, 2021 • KushCo Holdings, Inc. • Miscellaneous plastics products • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2019 • KushCo Holdings, Inc. • Miscellaneous plastics products • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 21, 2019, by and among KushCo Holdings, Inc., a Nevada corporation, with headquarters located at 11958 Monarch Street, Garden Grove, CA 92841 (the "Company"), and the investors listed on the Schedule of Subscribers attached hereto (each, a "Subscriber" and collectively, the "Subscribers").
FORM OF WARRANT] KUSHCO HOLDINGS, INC. Warrant To Purchase Common StockWarrant Agreement • January 16th, 2019 • KushCo Holdings, Inc. • Miscellaneous plastics products • New York
KushCo Holdings, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), _________________ (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warran
FINANCING AGREEMENT Dated as of August 21, 2019 by and among KIM INTERNATIONAL CORPORATION AND EACH OF ITS PARENT AND SUBSIDIARIES LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, EACH SUBSIDIARY OF BORROWERS LISTED AS A GUARANTOR ON...Financing Agreement • August 22nd, 2019 • KushCo Holdings, Inc. • Miscellaneous plastics products
Financing Agreement, dated as of August 21, 2019, by and among KushCo Holdings, Inc., a Nevada corporation (the "Parent" and together with each subsidiary of the Parent listed as a "Borrower" on the signature pages hereto and each other Person that executes a joinder agreement and becomes a "Borrower" hereunder, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (together with each Person that executes a joinder agreement and becomes a "Guarantor" hereunder, each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party hereto (each a "Lender" and collectively, the "Lenders"), Monroe Capital Management Advisors, LLC, a Delaware limited liability company ("Monroe"), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and Monroe, as administrative agent for the Lenders (in such capacity,
COMPANY VOTING AGREEMENTVoting Agreement • July 9th, 2021 • KushCo Holdings, Inc. • Miscellaneous plastics products • Nevada
This Voting Agreement (this “Agreement”), dated as of March 31, 2021, is entered into by and between KushCo Holdings Inc., a Nevada corporation (the “Company”), Greenlane Holdings Inc., a Delaware corporation (“Parent”), and Nicholas Kovacevich (the “Stockholder”).
FORM OF WARRANT] KUSHCO HOLDINGS, INC. Warrant To Purchase Common StockWarrant to Purchase Common Stock • February 10th, 2020 • KushCo Holdings, Inc. • Miscellaneous plastics products • New York
KushCo Holdings, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), _________________ (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warran
KUSH BOTTLES, INC. STOCK AWARD AGREEMENT UNDER KUSH BOTTLES, INC. 2016 STOCK INCENTIVE PLANStock Award Agreement • February 9th, 2016 • Kush Bottles, Inc. • Miscellaneous plastics products • California
THIS STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of _________________, 20__ by and between _________________________ (hereinafter referred to as “Grantee”) and Kush Bottles, Inc. a Nevada corporation (hereinafter referred to as the “Company”), pursuant to the Company’s 2016 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
KushCo Holdings, Inc. 11958 Monarch Street Garden Grove, CA 92841 Attn: Nicholas Kovacevich Chief Executive OfficerPlacement Agent Agreement • January 16th, 2019 • KushCo Holdings, Inc. • Miscellaneous plastics products • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as lead placement agent (“A.G.P.”), and Compass Point Research & Trading, LLC, as co-placement agent (“Compass” and together with A.G.P, the “Placement Agents”), and KushCo Holdings, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), that the Placement Agents shall serve as the placement agents for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) warrants to purchase shares of Common Stock of the Company (the “Warrants,” and together with the Shares, the “Securities”). The Securities actually placed by the Placement Agents are referred to herein as the “Placement Agent Securities.” The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “P
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 9th, 2021 • KushCo Holdings, Inc. • Miscellaneous plastics products • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 22nd day of February, 2021, by and between KushCo Holdings, Inc., a Nevada corporation (the “Company”) and the purchaser executing the purchase signature page attached hereto (the “Purchaser”);
SUBSCRIPTION AGREEMENTSubscription Agreement • August 22nd, 2019 • KushCo Holdings, Inc. • Miscellaneous plastics products • Delaware
This Subscription Agreement is entered into and dated as of August 21, 2019 (this "Agreement"), by and among KushCo Holdings, Inc., a Nevada corporation with offices located at 11958 Monarch Street, Garden Grove, CA 92841 (the "Company") and the Subscribers identified on the Schedule of Subscribers attached hereto (each, a "Subscriber" and, together, the "Subscribers"). Capitalized terms not defined below shall have the meaning as set forth in Section 1.1.
SEVERANCE AGREEMENT AND RELEASESeverance Agreement • January 11th, 2021 • KushCo Holdings, Inc. • Miscellaneous plastics products • California
This Severance Agreement and Release (this “Agreement”) is hereby made and entered into by and between KIM International Corporation, a subsidiary of KushCo Holdings, Inc. (collectively, the “Company”) and Jason Vegotsky, an individual (“Employee”) as of the last date set forth on the signature page (the “Effective Date”).
COMMERCIAL SUBLEASE AGREEMENTCommercial Sublease Agreement • May 29th, 2015 • Kush Bottles, Inc. • Miscellaneous plastics products • California
This Commercial Sublease (this “Sublease”) is made effective as of August 1st, 2012, by and between 3 Kings Ventures (“Tenant”), and Kush Bottles (“Subtenant”). Tenant has previously entered into a lease agreement with Tri-Star Interiors (“Landlord”) dated August 1st, 2012 (the “Prime Lease”), a copy of which is attached as an exhibit to this Sublease. Tenant now desires to sublet the leased property to Subtenant and Subtenant desires to sublet the leased property from Tenant. Therefore, the parties agree as follows:
AGREEMENT AND PLAN OF MERGER among KUSHCO HOLDINGS, INC., GREENLANE HOLDINGS, INC., MERGER SUB GOTHAM 1, LLC and MERGER SUB GOTHAM 2, LLC Dated as of March 31, 2021Merger Agreement • July 9th, 2021 • KushCo Holdings, Inc. • Miscellaneous plastics products • Nevada
Re: Formal Offer LetterFormal Offer Letter • May 29th, 2015 • Kush Bottles, Inc. • Miscellaneous plastics products • California
This letter is to confirm our understanding with respect to your future employment by Kush Bottles, Inc. or any present or future parent, subsidiary, affiliate or successor thereof (collectively, the “Company”). The terms and conditions agreed to in this letter are hereinafter referred to as this “Agreement.”
THIRD EXCHANGE AGREEMENTThird Exchange Agreement • June 10th, 2020 • KushCo Holdings, Inc. • Miscellaneous plastics products
This Third Exchange Agreement (the “Agreement”) is entered into as of the 9th day of June, 2020, by and among KushCo Holdings, Inc., a Nevada corporation with offices located at 6261 Katella Avenue, Suite 250, Cypress, CA 90630 (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
Gerber Finance Inc. New York, New York 10022 March 8, 2018 FIRST AMENDMENT TO LOAN AND SEC!JRITY A9REEMENTLoan and Security Agreement • April 13th, 2018 • Kush Bottles, Inc. • Miscellaneous plastics products • New York
First Amendment dated March 8, 2018 to Loan and Security Agreement dated as of November 6, 2017 (this "Amendment") is entered into among Kush Bottles Inc., Kim International Corporation ("Borrowers") and Gerber Finance Inc. ("Lender").
SEVERANCE AGREEMENT AND RELEASESeverance Agreement • February 28th, 2019 • KushCo Holdings, Inc. • Miscellaneous plastics products • California
This Severance Agreement and Release (this “Agreement”), dated as of the last date set forth on the signature page hereof but effective as of the Effective Date defined in Section 3 below, is hereby made and entered into by and between KushCo Holdings, Inc. (the “Company”) and Jim McCormick (“Executive”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • May 29th, 2015 • Kush Bottles, Inc. • Miscellaneous plastics products • California
This Equity Purchase Agreement (this “Agreement”) is entered into as of April 10, 2015 by and among each of the individuals set forth in Exhibit A attached hereto (each, a “Seller” and, collectively, the “Sellers”) and represented by Greg Gamet (“Representative”), Dank Bottles, a Colorado LLC (the “Company”), and Kush Bottles, a Nevada corporation (the “Buyer”) (collectively the “Parties).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 26th, 2018 • KushCo Holdings, Inc. • Miscellaneous plastics products • California
Kush Bottles, Inc. Board of Directors Services AgreementBoard of Directors Services Agreement • May 29th, 2015 • Kush Bottles, Inc. • Miscellaneous plastics products • California
This Board of Directors Services Agreement (the “Agreement”), effective as of May 4, 2015, is entered into between Kush Bottles, Inc., a Nevada corporation (the “Company”), and Greg Gamet, an individual with a principal place of residence at 3539 Gaylord St, Denver, CO 80205 (“Board Member”).
Agreement and Plan of MergerMerger Agreement • April 10th, 2018 • Kush Bottles, Inc. • Miscellaneous plastics products • Colorado
This Agreement and Plan of Merger (this “Agreement”), dated as of April 10, 2018, is entered into among Kush Bottles, Inc., a Nevada corporation (“Parent”), KCH Energy, LLC, a Colorado limited liability company (“Merger Sub”), Summit Innovations, LLC, a Colorado limited liability company (“Company”), and Mark Driver, an individual, solely in his capacity as Member Representative (“Member Representative”) of all of the Members (as defined below).
EXCHANGE AGREEMENTExchange Agreement • August 22nd, 2019 • KushCo Holdings, Inc. • Miscellaneous plastics products
This Exchange Agreement (the “Agreement”) is entered into as of the 21st day of August, 2019, by and among KushCo Holdings, Inc., a Nevada corporation with offices located at 11958 Monarch Street, Garden Grove, CA 92841 (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERMerger Agreement • May 3rd, 2018 • Kush Bottles, Inc. • Miscellaneous plastics products
THIS AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, dated as of May 2, 2018 (this “Amendment”) among Kush Bottles, Inc., a Nevada corporation (“Parent”), KCH Energy, LLC, a Colorado limited liability company (“Merger Sub”), Summit Innovations, LLC, a Colorado limited liability company (the “Company”) and Mark Driver, an individual, solely in his capacity as the Member Representative. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
KB Mold Company– Mold Development and Royalty Agreement for Child Resistant Tube ContainersRoyalty Agreement • May 29th, 2015 • Kush Bottles, Inc. • Miscellaneous plastics products
This Royalty Agreement for Child Resistant Tube Containers (this “Agreement) is entered into as of September 11, 2014 (the “Effective Date”) and is between KB Mold Company (“Mold Owner”) and KIM International Corporation dba Kush Bottles (or its successors), a California Corporation with its principal place of business at 1800 Newport Circle, Santa Ana, CA 92705; hereinafter “Kush”. In consideration of the following mutual promises, and intending to be legally bound, the parties hereto agree as follows:
November 8, 2018 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2018 • KushCo Holdings, Inc. • Miscellaneous plastics products • New York
Second Amendment dated as of November 8, 2018 to Loan and Security Agreement dated as of November 8, 2017 (this “Amendment”) is entered into among KushCo Holdings, Inc. (formerly known as Kush Bottles, Inc.), Kim International Corporation (individually and collectively “Borrowers”) and Gerber Finance Inc. (“Lender”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 29th, 2015 • Kush Bottles, Inc. • Miscellaneous plastics products • California
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 4, 2014, by and among Dallas R. Imbimbo, Nicholas F. Kovacevich, Jeffrey Meng, and John J. Kovacevich (each, a “Seller” and collectively, “Sellers”) and Kush Bottles, Inc., a Nevada corporation (“Purchaser”) (each a “Party” and, collectively, the “Parties”).
SECOND EXCHANGE AGREEMENTSecond Exchange Agreement • November 12th, 2019 • KushCo Holdings, Inc. • Miscellaneous plastics products
This Second Exchange Agreement (the “Agreement”) is entered into as of the 8th day of November, 2019, by and among KushCo Holdings, Inc., a Nevada corporation with offices located at 6261 Katella Avenue, Suite 250, Cypress, CA 90630 (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
LIMITED CONSENT AND FIRST AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • November 12th, 2019 • KushCo Holdings, Inc. • Miscellaneous plastics products
LIMITED CONSENT AND FIRST AMENDMENT TO FINANCING AGREEMENT, dated as of November 8, 2019 (this “Consent”), to the Financing Agreement, dated as of August 21, 2019 (the “Financing Agreement”), by, among others, KUSHCO HOLDINGS, INC., a Nevada corporation, as parent (the “Parent”) and certain subsidiaries of the Parent party thereto (collectively, the “Loan Parties” and each, a “Loan Party”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and MONROE CAPITAL MANAGEMENT ADVISORS, LLC, a Delaware limited liability company (“Monroe”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and Monroe, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent" and together with the Collateral Agent, each an "Agent" and collectively, the "Agents").
AGREEMENT OF MERGER By and Between KUSH BOTTLES, INC. (as the “Parent”) KBCMP, Inc. (as “Merger Sub”) LANCER WEST ENTERPRISES, INC (as a “Holdco”) WALNUT VENTURES (as a “Holdco”) Jason Manasse (as an “Owner”) and Theodore Nicols (as an “Owner”)Merger Agreement • May 4th, 2017 • Kush Bottles, Inc. • Miscellaneous plastics products • California
KUSHCO HOLDINGS, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 26th, 2019 • KushCo Holdings, Inc. • Miscellaneous plastics products • New York
Introductory. KushCo Holdings, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions herein, to issue and sell to certain investors (each, an “Investor” and collectively, the “Investors”) up to an aggregate of 17,197,570 units (the “Units”), each consisting of (i) one share (a “Share” and, collectively, the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”) and (ii) one warrant in the form of Exhibit B attached hereto (the “Warrant” and, collectively, the “Warrants”) to purchase 0.5 shares of Common Stock. The aggregate of 8,598,785 shares of Common Stock issuable upon the exercise of the Warrants are referred to herein as the “Warrant Shares”. The Warrant Shares, collectively with the Shares and the Warrants, are referred to herein as the “Securities”. Jefferies LLC (“Jefferies”) and A.G.P./Alliance Global Partners (“AGP”) have agreed to act as the placement agents (the “Placement Agents”) in connection with such issuance
LOAN AND SECURITY AGREEMENT BETWEEN GERBER FINANCE INC as Lender and KUSH BOTTLES INC. and KIM INTERNATIONAL CORPORATION as Borrowers and Credit Parties and DANK BOTTLES, LLC KBCMP, INC. And CMP WELLNESS, LLC as Credit Parties Dated: November 6th, 2017Loan and Security Agreement • November 22nd, 2017 • Kush Bottles, Inc. • Miscellaneous plastics products • New York
January 12, 2018 Mr. Ben WuSeparation Agreement • January 19th, 2018 • Kush Bottles, Inc. • Miscellaneous plastics products • California
As we discussed, this letter agreement sets forth the terms of your separation from employment with Kush Bottles, Inc., a Nevada corporation (the “Company”). Your final date of employment with the Company is January 12, 2018 (the “Separation Date”). In connection with the termination of your employment, the Company is offering certain benefits to which you are not otherwise entitled, in exchange for certain obligations on your part. This letter is referred to as the “Agreement.”
FOURTH EXCHANGE AGREEMENTFourth Exchange Agreement • November 10th, 2020 • KushCo Holdings, Inc. • Miscellaneous plastics products
This Fourth Exchange Agreement (the “Agreement”) is entered into as of the 10th day of November, 2020, by and among KushCo Holdings, Inc., a Nevada corporation with offices located at 6261 Katella Avenue, Suite 250, Cypress, CA 90630 (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
