INDEMNIFICATION AGREEMENTIndemnification Agreement • April 15th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Delaware
This Indemnification Agreement (“Agreement”), dated as of [DATE], is by and between Ascend Wellness Holdings, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY FINANCING AGREEMENT Dated as of October 29, 2020, by and among ASCEND NEW JERSEY, LLC, as the Borrower, AWH NJ HOLDCO LLC, as Parent, AND EACH SUBSIDIARY OF PARENT LISTED AS A GUARANTOR ON THE SIGNATURE...Financing Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • New York
Financing Agreement, dated as of October 29, 2020, by and among Ascend New Jersey, LLC, a New Jersey limited liability company (the "Borrower"), AWH NJ Holdco LLC, a New Jersey limited liability company (the "Parent"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (together with the Parent and each other 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"), [REDACTED], as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and [REDACTED], 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").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 23rd, 2021 • Ascend Wellness Holdings, Inc • Medicinal chemicals & botanical products • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2021 among Ascend Wellness Holdings, Inc., a Delaware corporation (the “Company”) and AGP Partners, LLC (“Founder”) (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 9 of this Agreement, a “Holder” and collectively the “Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
LEASE AGREEMENTLease Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Michigan
This Lease Agreement (this "Lease"), dated July 2, 2019 (the "Execution Date"), is made between IIP-MI 3 LLC, a Delaware limited liability company ("Landlord"), and FPAW MICHIGAN LLC, a Michigan limited liability company ("Tenant").
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2023 • Ascend Wellness Holdings, Inc. • Medicinal chemicals & botanical products • New York
This Employment Agreement (this “Agreement”) dated as of October 23, 2023 (the “Effective Date”) is made and entered into by and between Ascend Wellness Holdings, Inc., a Delaware corporation with a principal place of business at 1411 Broadway, 16th Floor, New York, NY 10018 (the “Company”), and Mark Cassebaum, an individual whose principal business address is in care of the Company at 1411 Broadway, 16th Floor, New York, NY 10018 (the “Executive”).
CREDIT AGREEMENT dated as of August 27, 2021 among ASCEND WELLNESS HOLDINGS, INC., as the Borrower The LENDERS Party Hereto, and ACQUIOM AGENCY SERVICES LLC, as Administrative Agent and Collateral Agent SEAPORT GLOBAL SECURITIES LLC, as Placement AgentCredit Agreement • September 1st, 2021 • Ascend Wellness Holdings, Inc • Medicinal chemicals & botanical products • New York
THIS CREDIT AGREEMENT dated as of August 27, 2021 (this “Agreement”), between ASCEND WELLNESS HOLDINGS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, and ACQUIOM AGENCY SERVICES LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”).
ASCEND WELLNESS HOLDINGS, INC. as Issuer and as U.S. Trustee and as Canadian Trustee Indenture Dated as of [ ]Ascend Wellness Holdings, Inc. • November 22nd, 2022 • Medicinal chemicals & botanical products • New York
INDENTURE, dated as of ____________________, among Ascend Wellness Holdings, Inc., a corporation duly continued and existing under the laws of Delaware, United States (herein called the “Company”), having its principal office at 1411 Broadway, 16th Floor, New York, New York 10018, and ______________________, a ______________________, organized under the laws of ______________________, as U.S. trustee (herein called the “U.S. Trustee”), and ______________________, a ______________________, organized under the laws of ______________________, as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement and Joint Escrow Instructions • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into effective as of the 7th day of February 2020, by and between ASCEND ATHOL RE LLC, a Massachusetts limited liability company ("Seller"), and IIP OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("Buyer").
FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement and Joint Escrow Instructions • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into effective as of the 20th day of March 2020, by and between ASCEND ATHOL RE LLC, a Massachusetts limited liability company ("Seller"), and IIP-MA 4 LLC, a Delaware limited liability company ("Buyer").
l] Shares of Class A Common Stock Ascend Wellness Holdings, Inc. Class A Common Stock ($[l]par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • April 15th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • New York
Ascend Wellness Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Canaccord Genuity LLC is acting as representative (the “Representative”), an aggregate of [l] shares of Class A common stock, $0.001 par value per share, of the Company (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional [l] shares of its Class A common stock, $0.001 par value per share (the “Additional Shares”) if and to the extent that the Representative shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Class A common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of Class A common stock, $0.001 par value per share, of the Company to be outstanding after giving effe
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY INVESTMENT AGREEMENT among MedMen NY, Inc. and MM ENTERPRISES USA, LLC and AWH New York, LLC and Ascend Wellness Holdings, LLC dated as of February 25, 2021Investment Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • New York
This Investment Agreement (this “Agreement”), dated as of February 25, 2021 (the “Agreement Date”), is entered into by and among MedMen NY, Inc., a New York corporation, (the “Company”), MM Enterprises USA, LLC, a Delaware limited liability company (“Company Parent”), AWH New York, LLC, a New York limited liability company (“Investor”) and Ascend Wellness Holdings, LLC, a Delaware limited liability company (“Investor Parent”).
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY INDUSTRIOUS MEMBERSHIP AGREEMENTMembership Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • New York
This Membership Agreement (“Agreement”) is made by and between the Industrious entity or entities (“Industrious”) and the member (“Member”) set forth below:
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement and Joint Escrow Instructions • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into effective as of the 13th day of March 2020, by and between ASCEND ATHOL RE LLC, a Massachusetts limited liability company ("Seller"), and IIP OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("Buyer").
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement and Joint Escrow Instructions • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into effective as of the 6th day of March 2020, by and between ASCEND ATHOL RE LLC, a Massachusetts limited liability company ("Seller"), and IIP OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("Buyer").
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 15th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Massachusetts
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 19th day of November, 2020, by and between Ascend Wellness Holdings, LLC, a Delaware limited liability company (“AWH”), and AGP Partners, LLC, a Delaware limited liability company (“AGP”).
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of this 5th day of September, 2019, by and between IIP-IL 1 LLC, a Delaware limited liability company (“Landlord”), and Revolution Cannabis – Barry, LLC, an Illinois limited liability company (as successor-in-interest to Ascend Illinois, LLC, “Tenant”).
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY Industrious MEMBERSHIP AGREEMENT AMENDMENTMembership Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
This Industrious Membership Agreement Amendment ("Amendment") is made by and between the Industrious entity or entities ("Industrious") and the member ("Member") set forth below, and serves to modify that certain Industrious Membership Agreement executed by the parties dated (the "Agreement"):
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of this 18th day of August, 2020 (the “Amendment Effective Date”), by and between IIP-IL 1 LLC, a Delaware limited liability company (“Landlord”), and Revolution Cannabis – Barry, LLC, an Illinois limited liability company (as successor-in-interest to Ascend Illinois, LLC, “Tenant”).
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY COMMERCIAL LEASEConfidential Treatment • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Illinois
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ASCEND ATHOL RE LLC a Massachusetts limited liability company "SELLER" AND IIP OPERATING PARTNERSHIP, LP a Delaware limited partnership "BUYER"...Purchase and Sale Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Massachusetts
This Bill of Sale is being entered into pursuant to and in accordance with that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated effective [______], 2019, as amended and assigned, by and between Grantor, as "Seller," and Grantee, as "Buyer" ("Purchase Agreement").
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY CREDIT AND GUARANTY AGREEMENT dated as of October 15, 2020 among ASCEND WELLNESS HOLDINGS, LLC, as a Guarantor, ASCEND ILLINOIS HOLDINGS, LLC, ASCEND ILLINOIS, LLC, AND EACH OTHER ENTITY SIGNATORY...Credit and Guaranty Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of October 15, 2020, is entered into by and among ASCEND WELLNESS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), ASCEND ILLINOIS HOLDINGS, LLC, an Illinois limited liability company (“Ascend ILH”), ASCEND ILLINOIS, LLC, an Illinois limited liability company (“Ascend IL”), the SUBSIDIARIES OF HOLDINGS and other co-borrowers identified on the signature pages hereof (such Subsidiaries and other co-borrowers, together with Ascend ILH, Ascend IL and any other Person who becomes a borrower hereunder by executing a Counterpart Agreement, collectively, “Borrowers” and each individually, a “Borrower”), the SUBSIDIARIES OF HOLDINGS party hereto from time to time, as Guarantors, the Lenders party hereto from time to time, and SEVENTH AVENUE INVESTMENTS, LLC (“SAI”), as Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its successors and
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY PLAN OF MERGERPlan of Merger • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Illinois
THIS PLAN OF MERGER (the “Agreement”), executed and effective as of November_6_, 2018 (the “Effective Date”), by and among Ascend Wellness Holdings, LLC, a Delaware limited liability company (“AWH” and “Purchaser”), Ascend Illinois, LLC, an Illinois limited liability company (“AI”), HealthCentral, LLC, d/b/a HCI Alternatives, an Illinois limited liability company (“HC” and/or “Seller”), HealthCentral Illinois Holdings, LLC, an Illinois limited liability company (“HCI Holdings”), and Springfield Partners II, LLC, an Illinois limited liability company (“Springfield Partners II”). Springfield Partners II and HCI Holdings are collectively referred to herein as “Holding Companies”. AWH, HC, and Holding Companies are hereinafter collectively referred to as the “Parties.”
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY COMMERCIAL LEASEConfidential Treatment Requested - Redacted • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Illinois
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY LEASE AGREEMENT BY AND BETWEEN - and – GREENLEAF COMPASSION CENTER, Tenant Dated: December 19, 2019Confidential Treatment • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
Certain identified information has been omitted from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been omitted.
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT between ASCEND WELLNESS HOLDINGS, LLC and THE MEMBERS NAMED HEREIN Dated as of: March 2, 2021 Certain identified information has been...Limited Liability Company Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Delaware
This Fifth Amended and Restated Limited Liability Company Agreement of Ascend Wellness Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into as of March 2, 2021 and amends and restates that certain Fourth Amended and Restated Limited Liability Company Agreement dated as of November 3, 2020 (the “Prior Agreement”), and is entered into by and among the Company, those Persons listed as Members on Schedule A attached hereto, and each Person who after the date hereof becomes a Member of the Company and becomes a party to this Agreement by executing a Joinder Agreement. This Agreement supersedes any prior agreements relating to the subject matter hereof, including the Prior Agreement.
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY INDENTURE OF LEASEConfidential Treatment • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Massachusetts
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • April 23rd, 2021 • Ascend Wellness Holdings, Inc • Medicinal chemicals & botanical products • Delaware
This Stock Exchange Agreement (this “Agreement”) is entered into as of April 22, 2021 (the “Effective Date”) by and between Ascend Wellness Holdings, Inc., a Delaware corporation (the “Company”) and AGP Partners LLC (the “Stockholder”).
TRUST INDENTURE DATED AS OF THE 16th DAY OF JULY, 2024 BETWEEN ASCEND WELLNESS HOLDINGS, INC., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEE PROVIDING FOR THE ISSUE OF NOTESTrust Indenture • July 22nd, 2024 • Ascend Wellness Holdings, Inc. • Medicinal chemicals & botanical products • Ontario
The undersigned (A) acknowledges that the sale of _______________________ (the “Securities”) of the Issuer, to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) the undersigned is not (a) an “affiliate” (as that term is defined in Rule 405 under the U.S. Securities Act) of the Issuer, except solely by virtue of being an officer or director of the Issuer, (b) a “distributor” or (c) an affiliate of a distributor; (2) the offer of such Securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securit
EMPLOYEE SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • May 8th, 2024 • Ascend Wellness Holdings, Inc. • Medicinal chemicals & botanical products • New York
This Employee Separation and Release Agreement (the "Agreement") is entered into between Francis Perullo ("Employee") and Ascend Wellness Holdings, Inc. (the "Company"). Employee and the Company (together, the "Parties") agree as follows:
ASCEND WELLNESS HOLDINGS, INC. 2021 Stock Incentive Plan Non-Plan Restricted Stock Unit AgreementEmployment Agreement • August 8th, 2023 • Ascend Wellness Holdings, Inc. • Medicinal chemicals & botanical products • Delaware
THIS NON-PLAN RESTRICTED STOCK UNIT AGREEMENT is made as of this 8th day of August, 2023 (the “Grant Date”) by and between the Company and John Hartmann (“Participant”).
AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 23rd, 2021 • Ascend Wellness Holdings, Inc • Medicinal chemicals & botanical products • Delaware
This Amendment to Note Purchase Agreement (this “Amendment”) is entered into as of April __, 2021, by and among Ascend Wellness Holdings, LLC, a Delaware limited liability company (the “Company”) and each of the undersigned holders (the “Acting Noteholders”) of convertible promissory notes issued by the Company (the “Notes”). The Company and the Acting Noteholders are sometimes collectively referred to herein as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Note Purchase Agreement (as defined below).
PLEDGE AND SECURITY AGREEMENT dated as of July 16, 2024 among ASCEND WELLNESS HOLDINGS, INC. and CERTAIN OF ITS SUBSIDIARIES, as the Initial Grantors, and ODYSSEY TRUST COMPANY as Collateral Trustee...Pledge and Security Agreement • July 22nd, 2024 • Ascend Wellness Holdings, Inc. • Medicinal chemicals & botanical products • New York
GUARANTYGuaranty • July 22nd, 2024 • Ascend Wellness Holdings, Inc. • Medicinal chemicals & botanical products
THIS GUARANTY dated as of July 16, 2024, is executed by Chicago Alternative Health Center, LLC, an Illinois limited liability company, HealthCentral, LLC, an Illinois limited liability company, MOCA LLC, an Illinois limited liability company, Revolution Cannabis-Barry, LLC, an Illinois limited liability company, The Homecoming Group, LLC, an Illinois limited liability company, Ascend Maryland, LLC, a Maryland limited liability company, Ascend Mass, LLC, a Massachusetts limited liability company, MassGrow, LLC, a Massachusetts limited liability company, FPAW Michigan LLC, a Michigan limited liability company, Ascend New Jersey, LLC, a New Jersey limited liability company, BCCO, LLC, an Ohio limited liability company, Ohio Cannabis Clinic LLC, an Ohio limited liability company, and Story of PA CR, LLC, a Pennsylvania limited liability company (each of the foregoing a “Guarantor”) in favour of Odyssey Trust Company, as trustee (the “Trustee”) under the Indenture (as defined below).
WAIVER AND FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT AND PLEDGE AND SECURITY AGREEMENTWaiver and First • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
THIS WAIVER AND FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT AND PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of December 31, 2020, by and among Seventh Avenue Investments, LLC, a Delaware limited liability company (“SAI”), as Administrative Agent and Collateral Agent (the “Agent”), the Lenders identified on the signature pages hereof (together, the “Lenders”), and each Loan Party identified on the signature pages hereof (together, the “Loan Parties”).
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY AGREEMENT AND PLAN OF MERGER by and among ASCEND WELLNESS HOLDINGS, INC., AWH PENNSYLVANIA, LLC, ASCEND PA MERGER SUB, LLC, STORY OF PA CR, LLC, THE MEMBERS NAMED HEREIN and KGF PACR HOLDCO LLC, AS THE...Agreement and Plan of Merger • April 25th, 2022 • Ascend Wellness Holdings, Inc. • Medicinal chemicals & botanical products • Pennsylvania
This Agreement and Plan of Merger (this “Agreement”), dated as of April 19, 2022 (the “Agreement Date”), is entered into by and among (i) Ascend Wellness Holdings, Inc., a Delaware corporation (the “Parent”), (ii) AWH Pennsylvania, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Buyer”), (iii) Ascend PA Merger Sub, LLC a Pennsylvania limited liability company and wholly-owned subsidiary of Buyer (“Merger Sub”), (iv) Story of PA CR, LLC, a Pennsylvania limited liability company (the “Company”), (v) the members of the Company listed on the signature pages attached hereto (each, a “Seller,” and collectively, the “Sellers”) and (vi) KGF PACR HoldCo LLC, solely in its capacity as representative of the Sellers (the “Seller Representative”). Parent, Buyer and Merger Sub are sometimes referred to herein as the “Buyer Parties,” the Sellers and the Company are sometimes referred to herein as the “Seller Parties,” and the Buyer Parties and the Seller Parties are
