INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks • Ontario
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of April 8, 2021, is made by and among Mercer Park Brand Acquisition Corp. (the “Corporation”), Mercer Park Brand, L.P. (formerly know as Mercer Park CB II, L.P.) (“Mercer” or the “Sponsor”), the signatories listed as “Sponsor Parties” on the signature pages hereto (together with the Sponsor, in its capacity as such, the “Sponsor Parties”), the signatories listed as “Sellers” on the signature pages hereto and any holder of shares of Class B common stock of GH Group, Inc. that hereafter joins this Agreement pursuant to such holder’s execution of a joinder (the “Sellers”), and any other entity that hereafter joins this Agreement pursuant to the execution of a joinder (together with the Corporation, Sponsor, Sponsor Parties, and Sellers, each a “Party” and collectively the “Parties”).
AGREEMENT AND PLAN OF MERGER Dated as of April 8, 2021 Among THE SELLERS LISTED ON THE SIGNATURE PAGE HERETO And KYLE D. KAZAN the “Sellers’ Representative” And GH GROUP, INC. the “Company” And MPB ACQUISITION CORP. the “Buyer” And MPB MERGERSUB CORP....Agreement and Plan of Merger • October 13th, 2021 • Glass House Brands Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 8, 2021, is entered into by and among the Persons (as defined in Article 1) listed as “Sellers” on the signature page hereto and each other Person that hereafter joins this Agreement pursuant to such Person’s execution of a Letter of Transmittal (being referred to individually as a “Seller” and collectively as “Sellers”), Kyle D. Kazan, as the representative of the Sellers (“Sellers’ Representative”), GH Group, Inc., a Delaware corporation (the “Company”), solely for the purposes of Section 9.5, Graham Farrar, solely for the purposes of Section 9.5, Kyle Kazan, MPB Acquisition Corp., a Nevada corporation (“Buyer”), MBP Mergersub Corp., a Delaware corporation (“Merger Sub”), and Mercer Park Brand Acquisition Corp., a British Columbia corporation (the “SPAC”). Sellers, Sellers’ Representative, the Company, Buyer, Merger Sub and the SPAC being sometimes referred to individually as a “Party” and collectively, as the “P
