EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • California
THIS EQUITY PURCHASE AGREEMENT entered into as of the 23rd day of December, 2015 (this "AGREEMENT") ("EXECUTION DATE"), by and between KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company ("INVESTOR"), and NUTRITIONAL HIGH INTERNATIONAL INC., a Canada corporation (the "COMPANY").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • California
This Registration Rights Agreement ("Agreement"), dated December 15, 2015, is made by and between NURITIONAL HIGH INTERNATIONAL INC., a Canada corporation ("Company"), and KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company (the "Investor").
LEASE AGREEMENTLease Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • Colorado
This Lease Agreement (this "Lease") is made as of ____________ and is entered into by and between Landlord (as defined below) and Tenant (as defined below). In consideration of the payment of the Rent (as defined below); all costs, charges, and expenses which Tenant assumes, agrees, or is obligated to pay to Landlord pursuant to the Lease (the "Additional Rent"); and the performance of the promises by Tenant set forth below, Landlord hereby leases to Tenant, and Tenant hereby accepts, the Premises (as defined below), subject to the terms and provisions set forth in this Lease.
ESCROW AGREEMENTEscrow Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • Ontario
This Agreement is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the "Policy") in connection with the proposed listing of the common shares of the Issuer (the "Common Shares") on the Canadian Stock Exchange (the "IPO") by the Issuer, an emerging issuer.
REVOLVING LOAN AGREEMENTRevolving Loan Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • Colorado
This Revolving Loan Agreement ("Agreement") dated July 23, 2014 (the "Closing Date"), is between Nutritional High (Colorado), Inc. ("Lender") and Palo Verde, LLC a Colorado limited liability company ("Borrower," and together with Lender, each a "Party," and collectively, the "Parties").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • Florida
This Registration Rights Agreement (this "Agreement") is made this 19th day of April 2016, by Nutritional High International, Inc. a Canada corporation (the "Company") for the benefit of Veterans Capital Fund, LLC, its assignees and its transferees, a Florida limited liability company (hereinafter referred to as "Veterans" or the "Shareholders").
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations
WHEREAS, on the terms and subject to the conditions hereinafter set forth, on the Closing Date (as defined below) all of the holders of common shares of NHL (the "Shareholders") shall exchange 100% of their common shares of NHL for the Consideration Shares (as defined below);
LOAN NOTELoan Note • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations
For value received, the undersigned, Nutritional High International Inc., a Canadian Company, and NHC Edibles, LLC, a Colorado Limited Liability Company (collectively the "Borrowers"), jointly and severally promise to pay to the order of Veterans Capital Fund, LLC, a Florida Limited Liability Company (the "Lender"), in lawful money of the United States of America, the principal sum of Eight Hundred Thousand and no/100 Dollars ($800,000) or such amount as may be outstanding from time to time, at the rate provided for herein. This Note is the "Loan Note" referred to in the Loan Agreement dated as of the date hereof between Borrowers and Lender (the "Loan Agreement"). Amounts advanced pursuant to this Note and the Loan Agreement, once repaid, will not be re-advanced without the written consent of Lender which consent may be withheld in its sole discretion. All capitalized terms contained herein but not defined herein shall have the meanings set forth in the Loan Agreement.
THIS SECOND AMENDING AGREEMENTSecond Amending Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations
WHEREAS Palo Verde has entered into a lease agreement with NHC dated July 23, 2014, AS AMENDED ON December 16, 2014, (altogether, the "Lease Agreement") to lease from NHC two buildings located at 78 Silicon Drive, Pueblo West, Colorado 81007 ("Pueblo Location"): (1) one building consisting of approximately 5,000 rentable square feet ("Building A") and (2) one building consisting of approximately 10,000 rentable square feet ("Building B");
CONSULTING AGREEMENTConsulting Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • Ontario
WHEREAS the Company wishes to engage the Consultant to provide to the Company those Consulting Services and otherwise perform the duties and responsibilities as set out in the Schedule "A" of this Consulting Agreement and the Consultant agrees to accept that engagement;
LETTER AGREEMENT - RESTATEDLetter Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • Illinois
BETWEEN: ILDISP, LLC, a limited liability company having a place of business in the State of Illinois, hereinafter referred to as the ""Purchaser";
Re: Amendment to the Consulting AgreementConsulting Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations
This agreement shall amend the terms of the Consulting Agreement (the "Agreement") between Foundation Opportunities Inc. (the "Foundation") and Nutritional High International Inc. (the "Company") dated May 1, 2014. Except as otherwise provided for herein, the Agreement shall remain in full force and effect in accordance with its terms and conditions, and all terms herein not otherwise defined shall be defined in accordance with the Agreement.
REAL ESTATE PURCHASE AGREEMENT COMMERCIAL/BUSINESS (This is a legally binding contract. If you do not understand it, seek legal advice.)Real Estate Purchase Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations
TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • California
This AMENDMENT (this "Amendment") is made as of March 4, 2016 by and between Kodiak Capital Group, LLC, a Delaware limited liability company (the "Investor") and Nutritional High International, Inc., a Canadian company (the "Company").
LOAN AGREEMENTLoan Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations
THIS LOAN AGREEMENT is made and entered into as of the 19th day of April, 2016, by and between Nutritional High International, Inc., a Canadian Company ("NHI"), and NHC Edibles, LLC, ("NHC"), a Colorado Limited Liability Company (NHC, together with NHI, the "Borrowers"), and Veterans Capital Fund, LLC, a Florida Limited Liability Company (the "Lender").
THIS SECOND AMENDMENT TO THE AMENDED RESTATED SECURED CONVERTIBLE DEBENTURE made as of the 18th day of January, 2015Secured Convertible Debenture • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • Ontario
WHEREAS the Issuer issued to the Holders a subordinated secured convertible debenture, dated November 17, 2014 and an amended and restated convertible debenture, dated November 18, 2014 (collectively the "Subordinated Debenture") in the principal amount of $150,000, maturing on November 17, 2016 (the "Maturity Date") and carrying an interest rate of 12% per annum, attached hereto as Schedule "A";
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • Ontario
WITNESS THAT in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follow:
INSTALLMENT CONTRACT FOR SALE OF COMMERCIAL REAL ESTATEInstallment Contract for Sale of Commercial Real Estate • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations
This Agreement is made on the ______ day of November, 2015, by and between Dan G. Scherer and T. Holly Scherer, 8732 N. Frontage Lane, Bridgeport, IL 62417 (Sellers), and Small's Mill Holdings, Inc., a Nevada corporation, with offices at 77 King Street West, Suite 2905, Toronto, Ontario M5K 1H1 (Purchaser):
Toronto ON M5K 1H1 Attention: David Posner Chief Executive Officer Re: Amendment to the Consulting AgreementConsulting Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations
This agreement shall amend the terms of the Consulting Agreement (the "Agreement") between Foundation Opportunities Inc. (the "Foundation") and Nutritional High International Inc. (the "Company") dated October 27, 2014. Except as otherwise provided for herein, the Agreement shall remain in full force and effect in accordance with its terms and conditions, and all terms herein not otherwise defined shall be defined in accordance with the Agreement.
REVOLVING LOAN AGREEMENT - AMENDMENTRevolving Loan Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • Colorado
This Amendment (the "Amendment") to the Revolving Loan Agreement dated the 23rd of July, 2014, (the "Agreement") is made and entered into as of the 23rd day of July, 2015, by and between Nutritional High (Colorado), Inc., a Colorado corporation (the "Lender"), and Palo Verde, LLC, a Colorado limited liability company (the "Borrower"). All capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement.
Re: Consulting AgreementConsulting Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • Ontario
We understand that Nutritional High Inc. ("NHI" or the "Company") wishes to retain Foundation Opportunities Inc. ("FOI") as its consultant on an exclusive basis, in connection with evaluating a broad range of strategic opportunities for the Company and to maximize shareholder value.
WARRANTY DEEDWarranty Deed • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations
Part of Lot 1 of Lewis Highland Subdivision in the City of Lawrenceville, Illinois; part of the Southwest Quarter (SW/4) of Section Thirty-Six (36), Township Four (4) North, Range Twelve (12) West, and part of the Northwest Quarter (NW/4) of Section One (1), Township Three (3) North, Range Twelve (12) West in the City of Lawrenceville, Illinois, more particularly described as follows:
AGREEMENT TO AMEND/EXTEND CONTRACTContract Amendment • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations
RE: Contract dated August 24, 2014 between Nutritional High, (Buyer), whether one or more, and Lawrenceville Greenhouse Inc, (Seller), whether one or more, relating to the sale of the following described real estate in Lawrence County, State of Illinois known as: Lawrenceville Greenhouse and Florist (2415 State Street; Lawrenceville, IL 62439).
PURPLE HAZE PROPERTIES CANNABIS PRODUCTS LICENSE AGREEMENT ADDENDUMLicense Agreement Addendum • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations
THIS LICENSE AGREEMENT ADDENDUM (hereinafter, this “Agreement”) is made and entered into effective as of March 7, 2016 (hereinafter, the “Effective Date”), by and between Purple Haze Properties LLC, a Nevada Limited Liability Company (hereinafter, “Licensor”), and Nutritional High a Canadian Company, (hereinafter, “Licensee”), (each individually a “Party” and collectively the “Parties.”)
PURPLE HAZE PROPERTIES CANNABIS PRODUCTS LICENSE AGREEMENTLicense Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • Washington
THIS LICENSE AGREEMENT (hereinafter, this “Agreement”) is made and entered into effective as of June 5, 2015 (hereinafter, the “Effective Date”), by and between Purple Haze Properties LLC, a Nevada Limited Liability Company (hereinafter, “Licensor”), and Nutritional High a Canadian Company, (hereinafter, “Licensee”), (each individually a “Party” and collectively the “Parties.”)
THIS THIRD AMENDING AGREEMENTLease Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations
WHEREAS Palo Verde has entered into a lease agreement with NHC dated July 23, 2014, AS AMENDED ON December 16, 2014 ("FIRST AMENDING AGREEMENT"), and AS AMENDED ON August 31, 2015 ("SECOND AMENDING AGREEMENT") (altogether, the "Lease Agreement").
TO EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • California
This AMENDMENT (this "Amendment") is made as of May 5, 2016 by and between Kodiak Capital Group, LLC, a Delaware limited liability company (the "Investor") and Nutritional High International, Inc., a Canadian company (the "Company").
SECOND AMENDING AGREEMENTSecond Amending Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations
WHEREASPalo Verde has entered into a lease agreement with NHC dated July 23, 2014, as amended on December 16, 2014, (altogether, the "Lease Agreement") to lease from NHC one building located at 78 Silicon Drive, Pueblo West, Colorado 81007 ("Pueblo Location"), consisting of approximately 11,000 rentable square feet ("Building A");
TO EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • California
This AMENDMENT (this "Amendment") is made as of June 21, 2016 by and between Kodiak Capital Group, LLC, a Delaware limited liability company (the "Investor") and Nutritional High International, Inc., a Canadian company (the "Company").
THIS AMENDING AGREEMENT made as of the 16th day of December, 2014.Lease Agreement • June 29th, 2016 • Nutritional High International Inc • Pharmaceutical preparations
WHEREAS Palo Verde has entered into a lease agreement with NHC to lease agreement ("Lease Agreement") dated July 23, 2014 to lease from NHC two buildings located at 78 Silicon Drive, Pueblo West, Colorado 81007 ("Pueblo Location"): (1) one building consisting of approximately 5,000 rentable square feet ("Building A") and (2) one building consisting of approximately 10,000 rentable square feet ("Building B") at the Pueblo Location.
THIS AMENDING AGREEMENT made as of the 16th day of December, 2014.Lease Agreement • February 4th, 2016 • Nutritional High International Inc
WHEREAS Palo Verde has entered into a lease agreement with NHC to lease agreement ("Lease Agreement") dated July 23, 2014 to lease from NHC two buildings located at 78 Silicon Drive, Pueblo West, Colorado 81007 ("Pueblo Location"): (1) one building consisting of approximately 5,000 rentable square feet ("Building A") and (2) one building consisting of approximately 10,000 rentable square feet ("Building B") at the Pueblo Location.
