ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT (this “Agreement”) is entered into as of June 4, 2020. BETWEENAcquisition Agreement • December 16th, 2020 • Red White & Bloom Brands Inc. • Finance services • British Columbia
MICHICANN MEDICAL INC. and TIDAL ROYALTY CORP. and 2690229 ONTARIO INC. AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT MARCH 12, 2020Business Combination Agreement • April 2nd, 2020 • Tidal Royalty Corp. • Finance services • Ontario
AND WHEREAS pursuant to an amended and restated letter of intent between the Parties dated February 12, 2019 and a business combination agreement dated May 8, 2019 (as amended June 28, 2019 and July 30, 2019), MichiCann and Tidal propose to combine the business and assets of MichiCann with those of Tidal;
June 6, 2023 Aleafia Health Inc.Plan of Arrangement • September 28th, 2023 • Red White & Bloom Brands Inc. • Finance services
AMENDED AND RESTATED CREDIT AGREEMENT This Agreement dated January 10 , 2020 is made between: RWB ILLINOIS, INC., MID-AMERICAN GROWERS, INC. and PHARMACO, INC. as Borrowers - and – MICHICANN MEDICAL INC. -and- BRIDGING FINANCE INC. as LenderCredit Agreement • December 16th, 2020 • Red White & Bloom Brands Inc. • Finance services • Ontario
NOW THEREFORE For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:
PUT/CALL OPTION AGREEMENTPut/Call Option Agreement • December 14th, 2020 • Red White & Bloom Brands Inc. • Finance services • Michigan
THIS PUT/CALL OPTION AGREEMENT (the “Agreement”) is made this 4th day of January, 2019 by and between MICHICANN MEDICAL INC., a corporation incorporated under the laws of the Province of Ontario (“MichiCann”), JAMES SKRINNER, an individual resident in the State of Michigan (“Party 1”), DARRELL BLALOCK, an individual resident in the State of Michigan (“Party 2”), OAKSHIRE HOLDINGS LIMITED, a corporation incorporated under the laws of the Province of Ontario (“Party 3”, together with Party 1 and Party 2, the “PharmaCo Shareholders”) and PHARMACO INC., a corporation incorporated under the laws of the State of Michigan (“PharmaCo”).
DEBENTURE PURCHASE AGREEMENTDebenture Purchase Agreement • December 14th, 2020 • Red White & Bloom Brands Inc. • Finance services • Michigan
THIS DEBENTURE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) is made as of January
REAL ESTATE PURCHASE AGREEMENTReal Estate Purchase Agreement • December 14th, 2020 • Red White & Bloom Brands Inc. • Finance services • Delaware
THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 10, 2020, between RWB Illinois, Inc., a Delaware corporation (“Buyer”), and VW Properties, LLC, a Kentucky limited liability company (“Seller”), each of Arthur VanWingerden and Ken VanWingerden (each a “Shareholder” and collectively, and jointly and severally, the “Shareholders”). Buyer, Seller and the Shareholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”, as the case may be.
UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2020 • Red White & Bloom Brands Inc. • Finance services • Ontario
CONVERTIBLE PROMISSORY NOTE AMENDING AGREEMENT #2Convertible Promissory Note Amending Agreement • September 28th, 2023 • Red White & Bloom Brands Inc. • Finance services • California
ASSIGNMENT OF INDEBTEDNESS AND SECURITYAssignment of Indebtedness and Security • September 28th, 2023 • Red White & Bloom Brands Inc. • Finance services • Ontario
NOW THEREFORE in consideration of the payment by the Assignee to the Assignor of the amount of Canadian Twelve Million Five Hundred Thousand Dollars ($12,500,000.00) (the “Payment Amount”) in certified funds or by wire transfer, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each party to the other, the parties hereto agree as follows:
Red White & Bloom and Aleafia Health Execute Binding Letter Agreement for Business CombinationBinding Letter Agreement • September 28th, 2023 • Red White & Bloom Brands Inc. • Finance services
§ The Combined Company (as defined below) is expected to represent C$138 million in trailing distribution and retail revenue from the Canadian, United States and European cannabis end-markets and combined Gross Profit before fair value adjustments of $39 million.(1)(2)(3)(4)
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 14th, 2020 • Red White & Bloom Brands Inc. • Finance services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of October 9, 2019, by and among Mid-American Growers, Inc., a Delaware corporation (the “Company”), Michicann Medical Inc. (“Buyer” or “Michicann”), RWB Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Buyer (“Merger Sub”), and each of Arthur VanWingerden and Ken VanWingerden (each a “Seller” and together, the “Sellers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2020 • Red White & Bloom Brands Inc. • Finance services • California
This Securities Purchase Agreement (this “Agreement”) is entered into as of August 31, 2020 (the “Effective Date”), by and among RWB Platinum Vape Inc., a California corporation (“Buyer”), Red White & Bloom Brands Inc., or its designated assign(s) (“RWB” or “Parent” and, collectively with Buyer, the “Buyer Parties”, each a “Buyer Party”), on the one hand, and the entities listed on Exhibit A attached hereto (collectively, “Platinum Vape” or the “Company” or the “Companies”), and George Sadler and Cody Sadler, each an individual resident of California (each, a “Seller” and collectively as, “Sellers”), on the other hand. Buyer Parties, Platinum Vape and Sellers are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SECOND AMENDING AGREEMENT This Second Amending Agreement (this “Amendment”) is entered into this 11th day of September,Convertible Debenture • December 14th, 2020 • Red White & Bloom Brands Inc. • Finance services
WHEREAS, the Corporation and the Creditor entered into a senior secured convertible debenture dated as of February 25, 2019 and due on September 30, 2019 (as amended, amended and restated, renewed, extended, supplemented, replaced or otherwise modified to the date hereof, including the First Amending Agreement entered into on August 28, 2019, the “Convertible Debenture”);
MANAGEMENT CONSULTING AGREEMENT BETWEEN: Executive Management Solutions Limited, a limited liability company incorporated under the laws of British Columbia and having its head office in North Vancouver, BC, Canada (“EMSL") AND: Tidal Royalty Corp., a...Management Consulting Agreement • November 29th, 2018 • Tidal Royalty Corp. • Finance services • Nova Scotia
ContractLoan Agreement • September 18th, 2023 • Red White & Bloom Brands Inc. • Finance services
GROWING AND SALES AGREEMENTGrowing and Sales Agreement • December 14th, 2020 • Red White & Bloom Brands Inc. • Finance services • Illinois
THIS GROWING AND SALES AGREEMENT ("Agreement") is made and entered into effective as of July 24th, 2020 (the "Effective Date") by and among Mid American Growers Inc., (a wholly owned subsidiary of Red White and Bloom Brands Inc.), ("RWB"), a Illinois C corporation, with an address of 14240 Greenhouse Ave, Granville, IL 61326 AND 39 Industries, LLC ("39Hemp"), a Washington limited liability company, with an address of 5708 N Woodview Ln, Spokane Washington, 99212 (RWB and 39 Industries shall sometimes hereinafter individually be referred to as a "Party" and collectively as the "Parties".)
DocuSign Envelope ID: 5E5C7577 - 7972 - 4226 - AAD4 - 440D5F9C7DC1 LOAN AGREEMENT by and among RWB FLORIDA, LLC as Borrower RED WHITE & BLOOM BRANDS INC., RED WHITE & BLOOM FLORIDA INC., and PHARMACO, INC. as Guarantors and VIRIDESCENT REALTY TRUST...Loan Agreement • September 18th, 2023 • Red White & Bloom Brands Inc. • Finance services
September 14, 2020 Red White & Bloom Brands Inc.Underwriting Agreement • December 16th, 2020 • Red White & Bloom Brands Inc. • Finance services
MICHICANN MEDICAL INC. and TIDAL ROYALTY CORP. and 2690229 ONTARIO INC. BUSINESS COMBINATION AGREEMENT MAY 8, 2019Business Combination Agreement • May 22nd, 2019 • Tidal Royalty Corp. • Finance services • Ontario
AND WHEREAS pursuant to an amended and restated letter of intent between the Parties dated February 12, 2019, MichiCann and Tidal propose to combine the business and assets of MichiCann with those of Tidal;
