EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • Arizona
This EMPLOYMENT AGREEMENT (the “Agreement”) is made this 15th day of November 2018, by and between Harvest Enterprises, Inc., a Delaware corporation (the “Company”), and Steve White (the “Executive”), effective as of November 15, 2018 (the “Effective Date”).
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE SHAREHOLDERS LISTED IN SCHEDULE A HARVEST...Coattail Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • British Columbia
ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of Canada, as trustee for the benefit of the Holders (as defined below)
VOTING SUPPORT AGREEMENTVoting Support Agreement • May 12th, 2021 • Harvest Health & Recreation Inc. • Agricultural production-crops • British Columbia
THIS VOTING SUPPORT AGREEMENT (“Agreement”) is dated as of _____, 2021, by and between Trulieve Cannabis Corp., a corporation existing under the laws of the Province of British Columbia, (“Trulieve”) and each of the shareholders listed on Exhibit A attached hereto (individually, a “Shareholder” and collectively, the “Shareholders”).
VOTING SUPPORT AND LOCK-UP AGREEMENTVoting Support and Lock-Up Agreement • May 12th, 2021 • Harvest Health & Recreation Inc. • Agricultural production-crops • British Columbia
THIS VOTING SUPPORT AND LOCK-UP AGREEMENT (“Agreement”) is dated as of , 2021, by and between Trulieve Cannabis Corp., a corporation existing under the laws of the Province of British Columbia, (“Trulieve”) and each of the shareholders listed on Exhibit A attached hereto (individually, a “Shareholder” and collectively, the “Shareholders”).
Re: Purchase AgreementAssignment and Assumption Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • California
This purchase agreement (“Purchase Agreement”), dated as of the date first set forth above (the “Effective Date”) sets forth the terms and conditions of a transaction (the Transaction”) pursuant to which HHI Acquisition Corp., a Delaware corporation (the Buyer”) and a wholly-owned subsidiary of Hightimes Holding Corp., a Delaware corporation (“Hightimes”) shall acquire (a) 100% of the issued and outstanding equity (the “ICG Equity”) of Interurban Capital Group, LLC, a Delaware limited liability company (“ICG”) from Harvest Enterprises, Inc., a Delaware corporation (“Enterprises”), and (b) 100% of the membership interests (the “Harvest Interests” and together with the ICG Equity, the “Acquired Equity”) of Harvest of Merced, LLC, a California limited liability company (“Merced”) and Harvest of Riverside, LLC, a California limited liability company (“Riverside” and together with Merced, the “Harvest Dispensaries”) owned by Steve White (“White”) and Harvest of California LLC, a California
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by...Agreement and Plan of Merger and Reorganization • November 5th, 2020 • Harvest Health & Recreation Inc. • Delaware
This Agreement and Plan of Merger and Reorganization (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and among (i) Harvest Health & Recreation, Inc., a British Columbia corporation (“Parent”), (ii) ICG Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and (iii) Interurban Capital Group, Inc., a Delaware corporation (the “Company”); and (iv) Fertile Valley LLC, a Delaware limited liability company, solely in its capacity as the Stockholder Representative (the “Stockholder Representative”).
SUPPLEMENTAL WARRANT INDENTURESupplemental Warrant Indenture • August 13th, 2021 • Harvest Health & Recreation Inc. • Agricultural production-crops
ODYSSEY TRUST COMPANY, a trust company existing under the laws of Alberta and registered to carry on business in the provinces of British Columbia and Alberta (the “Warrant Agent”)
HARVEST HEALTH & RECREATION INC.Warrant Indenture • November 5th, 2020 • Harvest Health & Recreation Inc. • British Columbia
HARVEST HEALTH & RECREATION INC., a corporation existing under the laws of the Province of British Columbia (the “Corporation”),
ARRANGEMENT AGREEMENT BETWEEN TRULIEVE CANNABIS CORP. AND HARVEST HEALTH & RECREATION INC. MAY 10, 2021Arrangement Agreement • May 12th, 2021 • Harvest Health & Recreation Inc. • Agricultural production-crops • British Columbia
WHEREAS the Purchaser, proposes to acquire all of the outstanding Company Shares (as defined herein) pursuant to the Arrangement (as defined herein), as provided in this Agreement;
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of June 18, 2019 with an effective date of January 14, 2019 (the “Effective Date”) is entered into by and between Randy Taylor Consulting, LLC (“Company”), an indirect subsidiary of Harvest Health & Recreation, Inc., a British Columbia corporation (“Harvest Health”) and John Cochran (“Executive”). Company and Executive may collectively be referred to as the “Parties”.
PUT OPTION AGREEMENTPut Option Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of these premises and mutual covenants and agreements herein contained, the parties hereto agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • Arizona
THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of January 9, 2019 with an effective date of January 14, 2019 (the “Effective Date”) is entered into by and between Randy Taylor Consulting, LLC (“Company”), and Kevin George (the “Executive”). The Company and Executive may collective be referred to as the “Parties”.
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Agreement and Plan of Merger and Reorganization By...Agreement and Plan of Merger and Reorganization • November 5th, 2020 • Harvest Health & Recreation Inc. • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of February 14, 2019 (the “Effective Date”), by and among HARVEST HEALTH & RECREATION, INC., a corporation organized under the laws of British Columbia, Canada (the “Parent”), Harvest California Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Falcon International, Corp., a Delaware corporation (the “Company”), and each of the shareholders of the Company who executes a counterpart signature to this Agreement in the form attached hereto as Exhibit A (each a “Company Stockholders” and collectively, the “Company Stockholders”), for the limited purposes as set forth herein. The Parent, Merger Sub, the Company and the Company Stockholders may be collectively referred to herein as the “Parties” and individually as a “Party.”)
AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT by and among Harvest FINCO, Inc., f/k/a Harvest Enterprises, Inc.; San Felasco Nurseries, Inc.; Certain Shareholders of San Felasco Nurseries, Inc.; And Marc Meisel, as Sellers’ Representative Dated as of...Share Exchange Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • Florida
This Amended and Restated Share Exchange Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) Harvest FINCO, Inc., formerly known as Harvest Enterprises, Inc. a Delaware corporation (the “Buyer”); (ii) San Felasco Nurseries, Inc., a Florida corporation (“Acquired Company”), (iii) each of the shareholders of the Acquired Company who executes a joinder to this Agreement (each, a “Seller” and collectively, the “Sellers”), and (iv) Marc Meisel, solely in his capacity as Sellers’ Representative (“Sellers’ Representative”). Each of Acquired Company, the Sellers and the Sellers’ Representative may be referred to collectively herein as the “Acquired Company Parties” and separately as an “Acquired Company Party.” Each of the Buyer and each Acquired Company Party may be referred to herein collectively as the “Parties” and separately as a “Party.”
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • November 5th, 2020 • Harvest Health & Recreation Inc. • Arizona
This Separation Agreement and General Release (“Agreement”) is entered into by and between Leo Jaschke (“You”) and Randy Taylor Consulting, LLC, an indirect subsidiary of Harvest Health & Recreation, Inc., a British Columbia corporation (collectively, “Company”).
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among...Membership Interest Purchase Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • Nevada
This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) Harvest Cheyenne Holdings LLC, a Nevada limited liability company (“Buyer”), (ii) GreenMart of Nevada LLC, a Nevada limited liability company (the “Company”), (iii) F&L Investments LLC, a Nevada limited liability company (the “Member”), (iv) MJAR Holdings Corp., a Delaware corporation (“MJAR Holdings”) and (v) MJardin Group, Inc., an Ontario corporation (“MJardin Group”). The Member, MJAR Holdings and MJardin Group may be referred to collectively herein as the “Selling Parties” and separately as a “Selling Party.”
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Stock Exchange Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • Delaware
This Integrated Transactions Property for Stock Exchange Agreement (subject to amendment as set forth herein, and together with the exhibits, schedules and other attachments hereto, this “Agreement”) is entered into as of the date first set forth (such date, the “Effective Date”) and is entered into by and among (i) Harvest Enterprises, Inc., a Delaware corporation (the “Company”); (ii) RockBridge Resources Inc., a corporation organized under the laws of British Columbia, Canada (“Pubco”); (iii) certain or all of the members and shareholders of the entities as set forth on Exhibit A (each, a “Roll-Up Entity” and collectively the “Roll-Up Entities”) who are executing this Agreement as of the Effective Date or who join this Agreement following the Effective Date as set forth herein (each, a “Member” and collectively the “Members”) and (iv) Sean Berberian as the representative of the Members (the “Members’ Representative”). Each of the Company, Pubco, each Member and the Members’ Represen
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.
This First Amendment to Employment Agreement (“ First Amendment”) is entered into as of January 11, 2019, by and between Harvest Enterprises, Inc. (“Harvest”), and Jason Vedadi (“Executive”). Harvest and Vedadi previously entered into an Employment Agreement, dated November 15, 20I8 (the “Employment Agreement”). Harvest and Executive now desire to amend and renew the Employment Agreement as set forth below.
second AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated with effect as of November 19, 2019 and is entered into by and among:
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • November 5th, 2020 • Harvest Health & Recreation Inc. • Arizona
This Confidential Separation Agreement and General Release (“Agreement”) is entered into by and between Jason Vedadi (“Vedadi”) and Randy Taylor Consulting, LLC, an indirect subsidiary of Harvest Health & Recreation, Inc., a British Columbia corporation, and its parent, affiliated and subsidiary entities (collectively, “Company”) and is effective the 10th day of March 2020.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.
This First Amendment to Employment Agreement (“First Amendment”) is entered into as of May 11, 2019, by and between Randy Taylor Consulting, LLC (“Company”) and Kevin George (“Executive”), collectively referred to as the “Parties.”
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • November 5th, 2020 • Harvest Health & Recreation Inc. • California
This Separation Agreement and General Release (“Agreement”) is entered into by and between John Cochran (“You”) and Randy Taylor Consulting, LLC, an indirect subsidiary of Harvest Health & Recreation, Inc., a British Columbia corporation (the “Company”) (collectively, the “parties”).
ACKNOWLEDGEMENTPut Option Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.
ASSIGNMENT AND ASSUMPTION AGREEMENT AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT Dated as of November 20, 2018Assignment and Assumption Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.
This Assignment and Assumption Agreement (the “Assignment”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between Harvest FINCO, Inc., a Delaware corporation previously named Harvest Enterprises, Inc. (“Buyer”), Harvest Health & Recreation Inc., a corporation organized under the laws of British Columbia (“Harvest”), San Felasco Nurseries, Inc., a Florida corporation (“Acquired Company”), each of the shareholders of the Acquired Company who executes a joinder to this Agreement (each, a “Seller” and collectively, the “Sellers”) and Marc Meisel, solely in his capacity as Sellers’ Representative (“Sellers’ Representative”). Each of Buyer, Harvest, Acquired Company, the Sellers and Sellers’ Representative may be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO Membership Interest PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.
This Amendment No. 1 (this “Amendment”) to the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of December 31, 2019, by and among Harvest Cheyenne Holdings LLC, a Nevada limited liability company (“Buyer”), GreenMart of Nevada LLC, a Nevada limited liability company (the “Company”), F&L Investments LLC, a Nevada limited liability company (the “Member”), MJAR Holdings Corp., a Delaware corporation (“MJAR Holdings”) and MJardin Group, Inc., an Ontario corporation (“MJardin Group”), is made as of February 28, 2020, by and among the Buyer, the Company, the Member, MJAR Holdings and MJardin Group. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement
BUSINESS COMBINATION AGREEMENT BETWEEN: ROCKBRIDGE RESOURCES INC. - and - HARVEST ENTERPRISES, INC. - and - HARVEST FINCO, INC. - and - HVST FINCO (CANADA) INC. - and – 1185928 B.C. LTD. Dated November 14, 2018Business Combination Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • British Columbia
WHEREAS the Parties (as hereinafter defined) have agreed, subject to the satisfaction of certain conditions precedent, concurrently with the Amalgamation (as hereinafter defined) and US Finco Exchange (as hereinafter defined), to carry out a share exchange (the “Harvest Exchange”) between the shareholders of Harvest and RockBridge, whereby certain shareholders of Harvest will contribute their Class A Shares (as hereinafter defined) of Harvest to RockBridge in exchange for Subordinate Voting (as hereinafter defined) or Multiple Voting Shares (as hereinafter defined) at a rate of 1 Subordinate Voting Share for each share of common stock of US Finco or 1 Multiple Voting Share for every 100 shares of common stock held, and certain shareholders of Harvest will contribute their Class B Shares (as hereinafter defined) of Harvest to RockBridge for Super Voting Shares (as hereinafter defined) at a rate of 1 Super Voting Share for each Class B Share held;
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • November 5th, 2020 • Harvest Health & Recreation Inc.
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Amendment”) is made effective as of June 7, 2019 (the “First Amendment Effective Date”) by and among HARVEST HEALTH & RECREATION, INC., a corporation organized under the laws of British Columbia, Canada (the “Parent”), HARVEST CALIFORNIA ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), FALCON INTERNATIONAL, CORP., a Delaware corporation (the “Company”), and each of the shareholders of the Company who executes a counterpart signature to this Amendment (each a “Company Stockholders” and collectively, the “Company Stockholders”), for the limited purposes as set forth herein. The Parent, Merger Sub, the Company and the Company Stockholders may be collectively referred to herein as the “Parties” and individually as a “Party”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.
This First Amendment to Employment Agreement (“First Amendment”) is entered into as of January 11, 2019, by and between Harvest Enterprises, Inc. (“ Harvest”), and Steven White (“Executive”). Harvest and White previously entered into an Employment Agreement, dated November 15, 2018 (the “Employment Agreement”). Harvest and Executive now desire to amend and renew the Employment Agreement as set forth below.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated with effect as of October 21, 2019 and is entered into by and among:
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. BUSINESS COMBINATION AGREEMENT by and among HARVEST...Business Combination Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • British Columbia
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. RESIGNATION AGREEMENT AND GENERAL RELEASEResignation Agreement and General Release • January 19th, 2021 • Harvest Health & Recreation Inc. • Agricultural production-crops • Arizona
This Resignation Agreement and General Release (“Agreement”) is entered into by and between Ron Goodson (“You”) and Randy Taylor Consulting, LLC, an indirect subsidiary of Harvest Health & Recreation Inc., a British Columbia corporation (the “Company”) (collectively, the “parties”).
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE HARVEST HEALTH & RECREATION INC.Restricted Stock Unit Award Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.
Pursuant to the Harvest Health & Recreation Inc. 2018 Stock and Incentive Plan as amended through the date hereof (the “Plan”), Harvest Health & Recreation Inc., a British Columbia corporation (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall entitle the Grantee to one subordinate voting share of the Company as contemplated under the Plan (“Subordinate Voting Share”) subject to the restrictions and conditions set forth herein and in the Plan.
AMENDMENT NO. 2 TO Membership Interest PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 5th, 2020 • Harvest Health & Recreation Inc.
This Amendment No. 2 (this “Amendment”) to the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of December 31, 2019 and amended on February 28, 2020, by and among Harvest Cheyenne Holdings LLC, a Nevada limited liability company (“Buyer”), GreenMart of Nevada LLC, a Nevada limited liability company (the “Company”), F&L Investments LLC, a Nevada limited liability company (the “Member”), MJAR Holdings Corp., a Delaware corporation (“MJAR Holdings”) and MJardin Group, Inc., an Ontario corporation (“MJardin Group”), is made as of August 14, 2020, by and among the Buyer, the Company, the Member, MJAR Holdings and MJardin Group. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INVESTMENT AGREEMENTInvestment Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • British Columbia
The undersigned, [***], (the “Investor”), understands that Harvest Health & Recreation, Inc. (the “Company” or the “Issuer”) proposes to sell, and the Investor propose to purchase, on an private placement agency basis through Eight Capital (the “Agent”), over an eighteen (18) month period commencing on the date hereof (the “Term”), up to 400,000 unsecured convertible debentures (the “Convertible Debentures”) in the principal amount of US$1,000 per Convertible Debentures, completed in Tranches (as defined below).
CONTRIBUTION AND EXCHANGE AGREEMENT DATED AS OF NOVEMBER 14, 2018 BY AND AMONG THE MEMBERS OF CBx ENTERPRISES LLC, JEFFREY GIARRAPUTO, AS SELLERS REPRESENTATIVE, ANDContribution and Exchange Agreement • November 5th, 2020 • Harvest Health & Recreation Inc. • Delaware
