THIS AGREEMENT is made as of the 10 day of November, 2017Escrow Agreement • June 1st, 2018 • Body & Mind Inc. • British Columbia
This Agreement is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the Policy) in connection with a change of business involving a share exchange whereby the Issuer, an emerging issuer, will acquire all of the issued and outstanding shares in the capital of Nevada Medical Group LLC (“NMG”). The Issuer will acquire all of the issued and outstanding shares in the capital of NMG from the shareholders of NMG in exchange of the issuance of shares in the capital of the Issuer.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2022 • Body & Mind Inc. • Pharmaceutical preparations
This Agreement is made pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”). The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase Agreement.
SECOND AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • November 19th, 2021 • Body & Mind Inc. • Pharmaceutical preparations • British Columbia
BODY AND MIND INC. a Nevada corporation with an address at 750 - 1095 West Pender Street, Vancouver, British Columbia, V6E 2M6 (the “Company”)
CONSULTING AGREEMENTConsulting Agreement • December 23rd, 2019 • Body & Mind Inc. • Pharmaceutical preparations • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, the Company and the Consultant agree as follows:
THIS INVESTMENT AGREEMENT made as of the 31st day of January, 2019.Investment Agreement • February 6th, 2019 • Body & Mind Inc. • Pharmaceutical preparations • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective promises, covenants, representations, warranties, indemnities and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are expressly acknowledged), the Parties (as defined herein) covenant and agree as follows:
CONVERTIBLE CREDIT FACILITY AGREEMENTConvertible Credit Facility Agreement • November 14th, 2023 • Body & Mind Inc. • Pharmaceutical preparations • Utah
THIS CONVERTIBLE CREDIT FACILITY AGREEMENT (this “Agreement”) is made as of December 26, 2019, (the “Effective Date”) by and among NMG IL 4, LLC, an Illinois limited liability company (the “Company”), and DEP Nevada, Inc., a Nevada corporation (the “Lender”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 of this Agreement. Lender and Company may each individually be referred to as a “Party” or collectively as, the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 14th, 2023 • Body & Mind Inc. • Pharmaceutical preparations
This membership interest purchase agreement (this “Agreement”) is hereby made and entered as of December 26, 2019 (the “Effective Date”), by and between DEP Nevada, Inc., a Nevada corporation (the “Buyer”) and Big Stone Illinois, LLC, an Illinois limited liability company (the “Seller”). As used herein, Buyer and Seller may individually be referred to as a “Party” and collectively as the “Parties.”
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2021 • Body & Mind Inc. • Pharmaceutical preparations • Nevada
This Second Amended and Restated Employment Agreement (the “Agreement”), dated and effective June 1, 2021 (the “Effective Date”) is made by and between Body and Mind, Inc, a Nevada corporation, (the “Employer”) and Stephen ‘Trip’ Hoffman, an individual (the “Employee”). This Agreement supersedes the Employment Agreement, dated November 15, 2018 (the “Employment Agreement”) and the Amended and Restated Employment Agreement dated January 18, 2021 (the “Amended and Restated Employment Agreement”), between Employer and Employee. The Employer and the Employee being hereinafter singularly also referred to as a “Party” and collectively referred to as the “Parties” as the context so requires.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • December 4th, 2018 • Body & Mind Inc. • Pharmaceutical preparations • British Columbia
CONSULTING AGREEMENTConsulting Agreement • June 1st, 2018 • Body & Mind Inc. • Nevada
DEPLOY TECHNOLOGIES INC., a corporation incorporated under the laws of Nevada and having an office at 750-1095 West Pender Street, Vancouver, British Columbia, V6E 2M6 (the “Company”)
OMNIBUS COLLATERAL ASSIGNMENTCollateral Assignment • July 23rd, 2021 • Body & Mind Inc. • Pharmaceutical preparations
This COLLATERAL ASSIGNMENT (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Assignment”) is entered into as of July 19, 2021 by and among BODY AND MIND INC., a Nevada corporation (“Borrower”), each person identified on the signature page hereto as Assignor (collectively, the “Assignor”), and FG Agency Lending LLC (the “Agent”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 19th, 2023 • Body & Mind Inc. • Pharmaceutical preparations • Michigan
This Stock Purchase Agreement and the exhibits (together, this “Agreement”) is entered into as of April 14, 2023 by and between (i) Big Bhang Events, LLC (“Buyer”), (ii) NMG MI 1, Inc. (“Company”), and (iii) Company’s sole shareholder, DEP Nevada, Inc. (“Seller”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • September 12th, 2023 • Body & Mind Inc. • Pharmaceutical preparations • Ohio
This Membership Interest Purchase Agreement (“Agreement”) is made as of September 5, 2023 (the “Effective Date”) by and among DEP Nevada, Inc. (the “Seller”), NMG OH P1, LLC d/b/a Body and Mind, an Ohio limited liability company (“Company”), and LMTB LLC, an Ohio limited liability company (“Buyer” and collectively with the Seller, the “Parties” and each individually a “Party”).
MANAGEMENT ASSIGNMENT AND ASSUMPTION AGREEMENTManagement Assignment and Assumption Agreement • July 18th, 2019 • Body & Mind Inc. • Pharmaceutical preparations
This Assignment and Assumption Agreement (“Agreement”), dated as of June 19, 2019 (the “Effective Date”) is by and among Green Light District Holdings, Inc., a Delaware corporation (“Assignor”), NMG Long Beach, LLC, a California limited liability company (“Assignee”) and the Airport Collective Inc., a California non-profit mutual benefit corporation (the “Remaining Party”). Hereinafter, the Assignor, the Assignee and the Remaining Party are each individually referred to as a “Party” or together as, the “Parties”.
MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of November 30, 2021 by and among DEP Nevada, Inc. as Buyer and CARY STIEBEL, JANA STIEBEL, JAYME RIVARD ADRIAN DERMICEK, AND LAURIE JOHNSON as Sellers and CANOPY MONTEREY BAY, LLC as Company MEMBERSHIP...Membership Interest Purchase Agreement • December 6th, 2021 • Body & Mind Inc. • Pharmaceutical preparations • California
This Membership Interest Purchase Agreement (this “Agreement”), dated as of November 30, 2021 (the “Effective Date”), is made by and among: (a) DEP Nevada, Inc., a Nevada corporation (“Buyer”), and (b) Canopy Monterey Bay, LLC, a California limited liability company (the “Company”); and (c) Cary Stiebel, Jana Stiebel, Jayme Rivard, Adrian Dermicek, and Laurie Johnson (collectively, the “Seller”). Each of Buyer, the Company and the Seller may also be referred to herein individually as a “Party” and collectively as the “Parties”.
CONTEMPORANEOUS LOANLoan Agreement • July 18th, 2019 • Body & Mind Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT (the “Loan Agreement”) is made and entered into as this day of June 19, 2019 (the “Effective Date”), by and between Green Light District Holdings, Inc., a Delaware Corporation (the “Borrower”), and Body and Mind Inc., a Nevada Corporation (the “Lender”).
SECURITY AGREEMENTSecurity Agreement • December 6th, 2021 • Body & Mind Inc. • Pharmaceutical preparations • California
This Security Agreement dated November 30, 2021 made by and between CANOPY MONTEREY BAY LLC, a California limited liability company (the "Grantor") and CARY STIEBEL, JANA STIEBEL, JAYME RIVARD, ADRIAN DERMICEK, AND LAURIE JOHNSON (collectively the "Secured Party").
PLEDGE AGREEMENTPledge Agreement • July 23rd, 2021 • Body & Mind Inc. • Pharmaceutical preparations
This PLEDGE AGREEMENT, dated as of July 19, 2021 (as amended, modified or supplemented from time to time, this “Agreement”), is by and among Body and Mind, Inc., a Nevada corporation and each other entity listed as a “Pledgor” on the signature pages hereto (each, a “Pledgor” and collectively, the “Pledgors”), and FG Agency Lending LLC (the “Agent”), as the collateral agent for the Lenders (as defined in the Loan Agreement) under the Loan Agreement (as defined herein) (the “Secured Parties”).
LANDLORD CONSENT TO CHANGE OF CONTROL OF TENANTLandlord Consent to Change of Control • December 6th, 2021 • Body & Mind Inc. • Pharmaceutical preparations • California
THIS LANDLORD CONSENT TO CHANGE OF CONTROL OF TENANT (“Agreement”), dated November 30, 2021 (the “Execution Date”), is by and between ANN MARIE BEVINS and CAROL GAY LAVIN, the Successor Co-Trustees of the Peter Ralph Lavin Trust U/A DTD August 7, 2006, as amended (“Landlord”), Canopy Monterey Bay, LLC, a California limited liability company (“Tenant”), and Body and Mind, Inc., a Nevada corporation (“Tenant’s Parent”).
BODY AND MIND INC. UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONPurchase Agreement • March 6th, 2023 • Body & Mind Inc. • Pharmaceutical preparations
On November 30, 2021, Body and Mind, Inc, (‘the Company”) through its 100% owned subsidiary DEP Nevada Inc. (“DEP”) entered into two definitive agreements with Canopy Monterey Bay, LLC (“Canopy”) and the membership interest owners (the “Sellers”) of Canopy to acquire an aggregate of 100% of Canopy, which owns a retail dispensary in the limited license jurisdiction of Seaside, California.
September 5, 2023Membership Interest Purchase Agreement • September 12th, 2023 • Body & Mind Inc. • Pharmaceutical preparations
DEP Nevada, Inc. 2625 N. Green Valley Pkwy, Ste 150 Henderson, Nevada 89014 Email: triphoffman@bodyandmind.com LMTB LLC 4801 Emerson Ave., Suite 112 Palatine, IL 60067 Email: compliance@ptsgrows.com
CONSENT AND AMENDMENT TO LOAN AGREEMENTLoan Agreement • December 23rd, 2022 • Body & Mind Inc. • Pharmaceutical preparations
This CONSENT AND AMENDMENT TO LOAN AGREEMENT (this “Agreement”), dated as of December 16, 2022, is made by and among Body and Mind, Inc., a Nevada corporation (the “Company”), FG Agency Lending LLC, a Delaware limited liability company (the “Agent”) and the lenders party thereto (each a “Lender” and collectively, the “Lenders”).
TERMINATION AGREEMENTTermination Agreement • September 6th, 2018 • Body & Mind Inc. • Pharmaceutical preparations • Nevada
This Termination Agreement (“Agreement “) is entered into this 4th day of June 2018 (the “Effective Date”) by and between Pepper Lane North, LLC, a Nevada limited liability company (“Pepper North” or “Tenant”), and Pepper NV, LLC, a Nevada limited liability company successor in interest to TI Nevada, LLC, a Nevada limited liability company (“Landlord”). Tenant and Landlord may hereinafter be referred to individually as a “Party” and collectively as the “Paities”.
ASSIGNMENT AND FIRST AMENDMENT TO COMMERCIAL LEASECommercial Lease • July 18th, 2019 • Body & Mind Inc. • Pharmaceutical preparations • California
This Assignment and First Amendment to Commercial Lease (this “Amendment”) is entered into and effective as of June 13, 2019 (the “Effective Date”) by and among GREEN ROAD, LLC, a California limited liability company (“Landlord”), David Barakett, an individual (the “Guarantor”), SGSD, LLC, a Nevada limited liability company (“SGSD”), and NMG SAN DIEGO, LLC, a California limited liability company (“NMG”).
AGREEMENT By and among FARMACEUTICALRX, LLC AND DEP NEVADA INC.Equity Purchase Agreement • July 26th, 2023 • Body & Mind Inc. • Pharmaceutical preparations
This Agreement (this “Agreement”) is made as of July 21, 2023 (“Effective Date”), by and among FARMACEUTICALRX, LLC (“Purchaser”), an Ohio limited liability company (“Purchaser”), and DEP NEVADA, INC., a Nevada corporation (“Seller”), in relation to business and operations of NMG OH 1, LLC, an Ohio limited liability company (the “Company”). The Seller and the Purchaser are hereinafter collectively referred to as “Parties”.
LOAN AGREEMENTLoan Agreement • July 18th, 2019 • Body & Mind Inc. • Pharmaceutical preparations • California
This amended loan agreement (this “Agreement”) is made and entered into as of June 19, 2019 (the “Effective Date”), by and between Green Light District Holdings, Inc., a Delaware Corporation (the “GLDH”) and Body and Mind Inc., a Nevada corporation (the “Lender”) (collectively, the “Parties”).
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • July 18th, 2019 • Body & Mind Inc. • Pharmaceutical preparations • California
This settlement and release agreement (this “Agreement”) is made and entered into as of June 19, 2019, by and between Body and Mind Inc., a Nevada corporation (“BaM”), BAM’s subsidiaries, NMG Long Beach, LLC, a California limited liability company (“NMG LB”) and NMG San Diego, LLC, a California limited liability company (“NMG SD”) on one hand, and Green Light District Holdings, Inc., a Delaware corporation (“GLDH”), The Airport Collective Inc., a California non-profit mutual benefit corporation (“Airport”), David Barakett, an individual (“Mr. Barakett”) (GLDH, Airport, and Mr., Barakett shall collectively be referred to as, the “Barakett Parties”) and SGSD, LLC, a Nevada limited liability company (“SGSD”) on the other hand. Collectively, the aforementioned Parties shall be referred to herein as the “Parties” or individually as a “Party.”
BARAKETT CONSULTING AGREEMENTConsulting Agreement • July 18th, 2019 • Body & Mind Inc. • Pharmaceutical preparations • California
This consulting agreement (“Agreement”) is made and entered into as of June 19, 2019 by and among NMG Long Beach, LLC, a California limited liability company (“Company”) and David Barakett, an individual (the “Consultant”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL DEP NEVADA INC. Suite 150 Henderson, NV 89014 January 31, 2024Membership Interest Purchase Agreement • February 6th, 2024 • Body & Mind Inc. • Pharmaceutical preparations • Nevada
This letter agreement (“Letter”) is made and entered into in connection with that certain membership interest purchase agreement, and all exhibits and schedules thereto (the “Agreement”), between DEP Nevada Inc., a Nevada corporation (“DEP”), Vegas Brazil LLC, a California limited liability company (“Brazil”), and Nevada Medical Group, LLC, a Nevada limited liability company (the “Company”). Specifically, this Letter confirms and sets forth the mechanics for Brazil’s economic takeover of the Company while the regulatory approval for the transaction contemplated in the MIPA is pending. Any capitalized terms used but not defined in this Letter Agreement, shall have the meaning ascribed to them in the MIPA.
EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2019 • Body & Mind Inc. • Pharmaceutical preparations • Nevada
This Employment Agreement (this “Agreement”), dated and effective November 15, 2018 is made by and between Body and Mind Inc., a Nevada incorporated company, (“Employer”) and Stephen ‘Trip’ Hoffman, an individual (“Employee”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 23rd, 2022 • Body & Mind Inc. • Pharmaceutical preparations • New Jersey
This Agreement and Plan of Merger (this “Agreement”), dated as of December 21, 2022 (the “Effective Date”) is entered into among Body and Mind, Inc., a Nevada corporation (“BaM”), DEP Nevada, Inc., a Nevada corporation (“Parent”), BaM Body and Mind Dispensary NJ, Inc, a New Jersey corporation (“Merger Sub”), CraftedPlants NJ Corp., a New Jersey corporation (“Company”), and the parties who sign this Agreement as “Sellers” below (collectively, “Sellers”).
RECITALSSecurities Purchase Agreement • December 23rd, 2022 • Body & Mind Inc. • Pharmaceutical preparations • Nevada
_________ Category 5. A natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent (being a cohabitant occupying a relationship generally equivalent to that of a spouse), at the time of that person’s purchase exceeds US$1,000,000 (note: for the purposes of calculating net worth: (i) the person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale and purchase of securities contemplated hereby, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale and purchase of securities contemplated hereby exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); (iii) indebtedness that is secured by the
LOAN AGREEMENTLoan Agreement • June 11th, 2019 • Body & Mind Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT (this “Loan Agreement”) is made and entered into as this day of June 6, 2019 (the “Effective Date”), by and between Satellites Dip, LLC, a California limited liability company (the “Borrower”), and NMG Cathedral City, LLC, a California limited liability company (the “Lender”).
ASSIGNMENT AND NOVATION AGREEMENTAssignment and Novation Agreement • June 1st, 2018 • Body & Mind Inc. • British Columbia
WHEREAS the Transferor and the Obligee are the original parties to a letter agreement dated as of May u, 2017, hereinafter called the “Subject Agreement”;
EQUITY PURCHASE AGREEMENT by and among FARMACEUTICALRX, LLC, NMG OH 1, LLC AND DEP NEVADA INC. Dated as of July21, 2023Equity Purchase Agreement • July 26th, 2023 • Body & Mind Inc. • Pharmaceutical preparations • Ohio
This EQUITY PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 21, 2023, by and among FARMACEUTICALRX, LLC, an Ohio limited liability company (“Purchaser”), NMG OH 1, LLC, an Ohio limited liability company (the “Company”), and DEP NEVADA, INC., a Nevada corporation (“DEP” or “Seller”).
