10653918 CANADA INC. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent and CARPINCHO CAPITAL CORP. as the Resulting Issuer WARRANT INDENTURE Providing for the Issue of Warrants Dated as of April 26, 2018 ARTICLE 1 INTERPRETATIONWarrant Indenture • December 13th, 2021 • Planet 13 Holdings Inc. • Ontario
ODYSSEY TRUST COMPANY, a trust company existing under the laws of the Province of Alberta, and authorized to carry on business in the Provinces of Alberta and British Columbia (the
PLANET 13 HOLDINGS INC. and ODYSSEY TRANSFER US INC., as Warrant AgentWarrant Agency Agreement • March 7th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops • New York
WARRANT AGENCY AGREEMENT, dated as of March 7, 2024 (“Agreement”), between Planet 13 Holdings Inc., a Nevada corporation (the “Company”), and Odyssey Transfer US Inc., as warrant agent (the “Warrant Agent”).
PLANET 13 HOLDINGS INC. - and - ODYSSEY TRUST COMPANY WARRANT INDENTURE Providing for the Issue of up to 3,349,375 Common Share Purchase Warrants November 5, 2020Warrant Indenture • December 13th, 2021 • Planet 13 Holdings Inc. • Ontario
NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops • Nevada
This Employment Agreement (the “Agreement”) is made and entered into as of February 7, 2024, by and between Lee Fraser (the “Executive”) and BLC MANAGEMENT COMPANY LLC, a Nevada limited liability company (the “Company”), collectively “Parties”.
Planet 13 Holdings Inc. 2023 Equity Incentive Plan Incentive Stock Option AgreementIncentive Stock Option Agreement • September 18th, 2023 • Planet 13 Holdings Inc. • Agricultural production-crops • Nevada
This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of ____________ by and between Planet 13 Holdings Inc., a Nevada corporation (the “Company”), and ____________ (the “Participant”).
OPTION PURCHASE AGREEMENTOption Purchase Agreement • February 8th, 2023 • Planet 13 Holdings Inc. • Agricultural production-crops • Illinois
This Option Purchase Agreement (this “Agreement”) is dated as of August 4, 2022, by and between FRANK COWAN, IV, an adult individual, with a mailing address at 3902 N. Grant Street, Westmont, IL 60559 (the “Optionor”), and PLANET 13 HOLDINGS INC., a British Columbia corporation, with a mailing address at 2548 W Desert Inn Road, Las Vegas, Nevada 89109 (the “Optionee”). Capitalized terms used in this Agreement shall have the meanings specified in Section 1.5 of this Agreement.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 20th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops • Nevada
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), effective as of August 28, 2023; among Planet 13 Holdings Inc., a corporation as of the date hereof incorporated under the laws of the Province of British Columbia, Canada (“Purchaser”), VidaCann, LLC, a Florida limited liability company (the “Company”), Loop’s Dispensaries, LLC (“Dispensaries”), Ray of Hope 4 Florida, LLC (“Ray of Hope”) and Loops Nursery & Greenhouses, Inc. (“Nursery” and together with Ray of Hope and Dispensaries, “Sellers”); David Loop (“Loop”) and Mark Ascik (together with Loop, the “Indemnifying Members”), and Loop, solely in his capacity as the Seller Representative (as defined herein) pursuant to the terms of this Agreement. Capitalized terms used in this Agreement shall have the meanings specified in Article I, or elsewhere in, this Agreement.
Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. THIS SHARE EXCHANGE AGREEMENT made as of the 26th day of April, 2018. AMONG:Share Exchange Agreement • December 13th, 2021 • Planet 13 Holdings Inc.
LICENSE PURCHASE AGREEMENT by and among [Buyer], PLANET 13 HOLDINGS INC., [Seller], and HARVEST HEALTH & RECREATION INC. dated as of August 31, 2021 LICENSE PURCHASE AGREEMENTLicense Purchase Agreement • December 13th, 2021 • Planet 13 Holdings Inc. • Florida
This License Purchase Agreement (this “Agreement”), dated as of August 31, 2021 (the “Effective Date”), is entered into by and among [Buyer], a Florida corporation (which shall be renamed “Planet 13 Florida Inc.” promptly following the Effective Date) (“Buyer”), Planet 13 Holdings Inc., a British Columbia corporation (“Buyer Parent”), [Seller], a Florida corporation (“Seller”) and Harvest Health & Recreation Inc., a British Columbia corporation (“Seller Parent”).
LEASE AGREEMENTLease Agreement • December 13th, 2021 • Planet 13 Holdings Inc. • Nevada
THIS LEASE AGREEMENT (the “Lease”) is made this 17th of July, 2020 by and between Rx Land, LLC , a Nevada limited liability company (hereinafter called “Landlord”), and West Coast Development Nevada, LLC a Nevada limited liability company. (hereinafter called "Tenant').
EXHIBIT A EXERCISE NOTICEOption Purchase Agreement • February 20th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops
Reference is made to that certain Option Purchase Agreement (the “Agreement”), dated as of August 4, 2022, by and between FRANK COWAN, IV, an adult individual (the “Optionor”), and PLANET 13 HOLDINGS INC., a British Columbia corporation (the “Optionee”). Defined terms used herein shall have the meanings set forth in the Agreement.
MASTER AGREEMENTMaster Agreement • December 13th, 2021 • Planet 13 Holdings Inc. • Ontario
Carpincho wishes to acquire all of the Finco Shares (as hereinafter defined) by way of Amalgamation (as hereinafter defined);
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 7th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops • Florida
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated effective as of January 22, 2024 (the “Effective Date”), by and between Planet 13 Holdings Inc., a Nevada corporation (“Seller”), and SGW FL Enterprises, LLC, a Florida limited liability company (“Buyer”).
Lock-Up AgreementLock-Up Agreement • May 14th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops
As an inducement for (i) Planet 13 Holdings Inc., a Nevada corporation (“Planet 13” or Purchaser”) to execute the membership interest purchase agreement (the “Purchase Agreement”), dated as of August 28, 2023, by and among Purchaser, VidaCann, LLC, a Florida limited liability company, Loop’s Dispensaries, LLC, Ray of Hope 4 Florida, LLC, Loops Nursery & Greenhouses, Inc., David Loop and Mark Ascik, and (ii) Purchaser to issue (the “Issuance”) its common stock, no par value (the “Purchaser Stock”), in connection with and pursuant to the Purchase Agreement, the undersigned hereby agrees, except as permitted under the Purchase Agreement (including, without limitation, Section 6.12 of the Purchase Agreement) or without, in each case, the prior written consent of Planet 13, not to take any of the actions described below during the Lock-Up Period (as defined below):
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • May 14th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops • Nevada
This Director Nomination Agreement (this “Agreement”) is made as of May 10, 2024 by and among Planet 13 Holdings Inc., a Nevada corporation (the “Purchaser”) and Loop’s Dispensaries, LLC (“Dispensaries”).
PLANET 13 HOLDINGS INC. 18,750,000 Units Underwriting AgreementUnderwriting Agreement • March 7th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops • New York
Planet 13 Holdings Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) 18,750,000 units (the “Units” or the “Firm Securities”), each consisting of one share of its common stock, no par value per share (the “Shares”), and one warrant, each warrant (the “Warrants”) to purchase one share of the Company’s common stock. In addition, the Company has granted to the Underwriters an option (the “Option”) to purchase, in the aggregate, up to an additional 2,812,500 units (the “Option Securities”), each consisting of one Share (the “Option Shares”) and one Warrant to purchase one share of the Company’s common stock (the “Option Warrants”), or any combination of up to 2,812,500 Option Shares and/or up to 2,812,500 Option Warrants. The shares of common stock underlying the Warrants are hereinafter referred to as the “Warrant Shares.” The Firm Securities and, if and to the extent the Option is exercised, the Opti
INDUSTRIAL REAL ESTATE LEASE (Multi- Tenant Facility)Industrial Real Estate Lease • December 13th, 2021 • Planet 13 Holdings Inc. • Nevada
This Article One contains the Basic Terms of this Lease between the Landlord and Tenant named below. Other Articles, Sections and Paragraphs of the Lease referred to in this Article One explain and define the Basic Terms and are to be read in conjunction with the Basic Terms.
Form of Share Unit Award AgreementShare Unit Award Agreement • December 13th, 2021 • Planet 13 Holdings Inc.
Notice is hereby given that, effective this ____ day of _____________________, Planet 13 Holdings Inc. (the “Company”) has awarded to ______________________ (the “Participant”), a share unit (the “Share Unit”) to acquire ______________ common shares of the Company (the “Common Shares”). Each vested Share Unit will entitle the Participant to receive one Common Share no later than ____ (the “Settlement Date”).
Planet 13 Holdings Inc. 2023 Equity Incentive Plan Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • September 18th, 2023 • Planet 13 Holdings Inc. • Agricultural production-crops • Nevada
This Non-Qualified Stock Option Agreement (this “Agreement”) is made and entered into as of ____________ by and between Planet 13 Holdings Inc., a Nevada corporation (the “Company”), and ____________ (the “Participant”).
WARRANT TO PURCHASE COMMON STOCK PLANET 13 HOLDINGS INC.Warrant to Purchase Common Stock • March 7th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops • New York
THIS WARRANT TO PURCHASE COMMON STOCK (this “Warrant”) certifies that, for value received _______________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 7, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Planet 13 Holdings Inc., a Nevada corporation (the “Company”), up to ___________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined below). After the Termination Date, any unexercised Warrants will be void and all rights of Warrant Holders shall cease. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security h
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 13th, 2021 • Planet 13 Holdings Inc. • Nevada
This Asset Purchase Agreement (this “Agreement”), dated as of July 17, 2020 (the “Effective Date”), is entered into by Planet 13 Holdings Inc., a corporation organized under the Business Corporations Act (British Columbia) (“Planet 13”), MM Development Company, Inc., a Nevada corporation (“Buyer”, and together with Planet 13 the “Planet 13 Parties”), and W the Brand, LLC, a Delaware limited liability company (“W Vapes”), and West Coast Development Nevada, LLC, a Nevada limited liability company (“Seller”) and R. Scott Coffman, a North Carolina resident (“Coffman” and together with Seller and W Vapes, the “Transferors”). Buyer, Planet 13, Seller, W Vapes and Coffman are sometimes referred to individually as a “Party” and collectively as the “Parties.”
LEASE AGREEMENTLease Agreement • December 13th, 2021 • Planet 13 Holdings Inc. • Nevada
THIS LEASE AGREEMENT (the “Lease”) is made this 30th day of August, 2014, by and between FARGO DISTRICT HOLDINGS, LLC, a Nevada limited liability company, (hereinafter called “Landlord”), and MM DEVELOPMENT COMPANY, LLC, a Nevada limited liability company, (hereinafter called “Tenant”).
FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 29th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops
This FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”), is entered into as of April 26, 2024, by and among Planet 13 Holdings Inc., a Nevada corporation (“Purchaser”), VidaCann, LLC, a Florida limited liability company (the “Company”), Loop’s Dispensaries, LLC (“Dispensaries”), Ray of Hope 4 Florida, LLC (“Ray of Hope”) and Loops Nursery & Greenhouses, Inc. (“Nursery” and together with Ray of Hope and Dispensaries, “Sellers”); David Loop (“Loop”) and Mark Ascik (together with Loop, the “Indemnifying Members”), and Loop, solely in his capacity as the Seller Representative (the “Seller Representative” and, together with Purchaser, the Company, Dispensaries, Ray of Hope, Nursery, the Indemnifying Members and Seller Representative, the “Parties”).
Planet 13 Holdings Inc. 2023 Equity Incentive Plan Restricted Stock Unit AgreementRestricted Stock Unit Agreement • September 18th, 2023 • Planet 13 Holdings Inc. • Agricultural production-crops • Nevada
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of ____________ by and between Planet 13 Holdings Inc., a Nevada corporation (the “Company”), and ____________ (the “Participant”).
PROMISSORY NOTEPromissory Note • May 14th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops • Florida
Maker and Planet 13 Holdings Inc. are parties to a Membership Interest Purchase Agreement dated as of August 28, 2023, among them and certain other parties named therein (the “Purchase Agreement”). This Promissory Note (this “Note”) reflects a portion of the Related Party Debt. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
STOCK OPTION AGREEMENTStock Option Agreement • December 13th, 2021 • Planet 13 Holdings Inc. • Ontario
WHEREAS the Optionee has been granted certain options (“Options”) to acquire common shares in the capital of the Corporation(“Common Shares”) under the Planet 13 2018 Stock Option Plan (the “Option Plan”), a copy of which has been provided to the Eligible Optionee;
AGREEMENT OF LEASE by and between LOOP’S NURSERY & GREENHOUSES, INC., a Florida corporation and FAMILY TRUST CREATED UNDER THE RUTH F. LOOP REVOCABLE TRUST DATED NOVEMBER 1, 1991, AS AMENDED, a Florida revocable trust as LANDLORD and VIDACANN, LLC, a...Lease Agreement • August 8th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops
THIS LEASE AGREEMENT (“Lease”), made as of [August ______, 2023] (“Commencement Date”), between LOOP’S NURSERY & GREENHOUSES, INC., a Florida corporation (“Loop”), and FAMILY TRUST CREATED UNDER THE RUTH F. LOOP REVOCABLE TRUST DATED NOVEMBER 1, 1991, AS AMENDED, a Florida revocable trust (“Loop Trust”; and together with Loop, the “Landlord”), with an address of 4844 Race Track Road, St. John’s County, Florida 32259, and VIDACANN, LLC, a Florida limited liability company (“Tenant”), with its principal place of business located at 4675 W. Teco Avenue, Suite 250, Las Vegas, Nevada 89118.
ContractPromissory Note • May 14th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops • Nevada
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE MAKER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS.
AGREEMENT REGARDING RELEASE OF LEASHOLD ESTATELease Release Agreement • December 13th, 2021 • Planet 13 Holdings Inc. • California
THIS AGREEMENT REGARDING RELEASE OF LEASEHOLD ESTATE (this "Agreement") is made and entered into on August 31, 2020, by an among LaBarre Chastang, Inc. a California corporation, d.b.a. ABC Traffic Programs ("Lessee"), and BLC Management Company, LLC, a Nevada limited liability company ("BLC").
PLANET 13 HOLDINGS INC. as the Purchaser and NEXT GREEN WAVE HOLDINGS INC. as the Company ARRANGEMENT AGREEMENT December 20, 2021Arrangement Agreement • January 26th, 2022 • Planet 13 Holdings Inc. • Agricultural production-crops • British Columbia
WHEREAS the Parties are proposing an arrangement involving, among other things, the acquisition by the Purchaser of all of the outstanding Company Common Shares pursuant to the Arrangement, as provided in this Agreement;
