TRUST INDENTURE DATED AS OF THE 15th DAY OF DECEMBER, 2021 BETWEEN CURALEAF HOLDINGS, INC., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEE PROVIDING FOR THE ISSUE OF NOTESTrust Indenture • January 13th, 2022 • Curaleaf Holdings, Inc. • Medicinal chemicals & botanical products • British Columbia
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
CURALEAF HOLDINGS, INC. as Issuer and [ ] as U.S. Trustee and [ ] as Canadian Trustee Indenture Dated as of [ ]Indenture • September 28th, 2020 • Curaleaf Holdings, Inc. • New York
INDENTURE, dated as of , among CURALEAF HOLDINGS, INC., a corporation duly continued and existing under the laws of the Province of British Columbia, Canada (herein called the “Company”), having its principal office at 666 Burrard Street, Suite 1700, Vancouver, British Columbia, Canada, V6C 2X8, 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2021 • Curaleaf Holdings, Inc. • Medicinal chemicals & botanical products • Ontario
The undersigned, Canaccord Genuity Corp. (the “Lead Underwriter”), as lead underwriter, Beacon Securities Limited, Cantor Fitzgerald Canada Corporation, Cormark Securities Inc., Eight Capital and Haywood Securities Inc. (together with the Lead Underwriter, the “Underwriters” and each individually an “Underwriter”), hereby severally, and not jointly, nor jointly and severally, offer and agree to purchase from Curaleaf Holdings, Inc. (the “Company”), and the Company hereby agrees to issue and sell to the Underwriters, an aggregate of 16,500,000 subordinate voting shares (the “Offered Shares”) of the Company, at the purchase price of C$16.70 per Offered Share (the “Purchase Price”), for aggregate gross proceeds of C$275,550,000 upon and subject to the terms and conditions contained herein (the “Offering”).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 11th, 2023 • Curaleaf Holdings, Inc. • Medicinal chemicals & botanical products • Ontario
The undersigned, Canaccord Genuity Corp. (the “Underwriter”), as sole underwriter and sole bookrunner hereby offers and agrees to purchase from Curaleaf Holdings, Inc. (the “Company”), and the Company hereby agrees to issue and sell to the Underwriter, an aggregate of 2,700,000 subordinate voting shares (the “Offered Shares”) of the Company, at the purchase price of C$6.00 per Offered Share (the “Purchase Price”), for aggregate gross proceeds of C$16,200,000 upon and subject to the terms and conditions contained herein (the “Offering”).
CURALEAF HOLDINGS, INC. and LIFEBROOK INVESTMENTS LTD. as Shareholders and Curaleaf, Inc. as the Company SHAREHOLDERS AGREEMENT December 8, 2023Shareholder Agreement • December 19th, 2023 • Curaleaf Holdings, Inc. • Medicinal chemicals & botanical products • Delaware
Shareholders Agreement dated December 8, 2023 (the “Agreement Date”) between Curaleaf Holdings, Inc., a corporation incorporated under the laws of the province of British Columbia, Canada (“Curaleaf Holdings”), Lifebrook Investments Ltd., an entity formed under the laws of England and Wales (the “Investor”), Curaleaf, Inc., a corporation incorporated under the laws of the State of Delaware, United States (the “Company”), and each other Person who after the Agreement Date become a Shareholder of the Company and becomes a party to this Agreement by executing a Joinder Agreement.
and [ ] as U.S. Trustee and [ ] as Canadian Trustee Indenture Dated as of [ ]Indenture • January 3rd, 2023 • Curaleaf Holdings, Inc. • Medicinal chemicals & botanical products • New York
This Indenture is subject to the provisions of Trust Indenture Legislation that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.
PROTECTION AGREEMENT CURALEAF HOLDINGS, INC. - and - CURALEAF, INC. December 8, 2023Protection Agreement • December 19th, 2023 • Curaleaf Holdings, Inc. • Medicinal chemicals & botanical products • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • December 19th, 2023 • Curaleaf Holdings, Inc. • Medicinal chemicals & botanical products • Delaware
WHEREAS, in connection with the Proposed Transaction (as defined herein), on or prior to the Closing Date (as defined herein), the Company shall adopt and file with the Secretary of State of the State of Delaware its Seventh Amended and Restated Certificate of Incorporation in substantially the form attached hereto as Exhibit A (the “Restated Certificate”) to (i) authorize one (1) share of Class A Voting Common Stock, $0.0001 par value per share (the “Class A Common Stock”), 999 shares of Class B Non-Voting Common Stock, $0.0001 par value per share (the “Class B Common Stock”), and 1,000 shares of Class C Voting Common Stock, $0.0001 par value per share (the “Class C Common Stock”); and (ii) reclassify the 100 shares of the Company’s Common Stock, $0.00001 par value per share, currently held by Curaleaf Holdings, as 999 shares of Class B Common Stock of the Company, such that Curaleaf Holdings will no longer have voting control of the Company.
