GLASS HOUSE BRANDS INC. (FORMERLY KNOWN AS MERCER PARK BRAND ACQUISITION CORP.), as the Corporation and ODYSSEY TRUST COMPANY, as the Warrant Agent SUPPLEMENT TO THE WARRANT AGENCY AGREEMENT As of June 29, 2021Warrant Agency Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks • Ontario
a trust company incorporated under the Loan and Trust Corporations Act (Alberta) with an office in the City of Calgary in the Province of Alberta (hereinafter called the “Warrant Agent”)
EXCHANGE RIGHTS AGREEMENTExchange Rights Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks
WHEREAS, pursuant to the terms of the Merger Agreement, dated April 8, 2021 as amended by Amendment No. 1 thereto, dated as of June 18, 2021, and as further amended by Amendment No. 2 thereto, dated as of June 28, 2021 (collectively, “Merger Agreement”), among, inter alia, Parent, Exchangeco, Exchangeco’s wholly-owned merger subsidiary, GH Group, Inc. (“GH”), certain of GH’s shareholders sufficient to authorize the underlying merger under the Delaware General Corporation Law, and Kyle Kazan, as the GH shareholder representative, Exhangeco has become the owner of all of the issued and outstanding shares of GH Group, Inc., a Delaware corporation, in exchange for merger consideration made up of, in part, Class B voting exchangeable common shares of Exchangeco (the “Class B Shares”) issued to the persons (the “Class B Shareholders”) listed on Schedule A (the “Merger”);
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks • Ontario
THIS REGISTRATION RIGHTS AGREEMENT is made as of the 29th day of June, 2021 by and by and among Glass House Brands Inc., a British Columbia corporation f/k/a Mercer Park Brand Acquisition Corp. (the “Company”) and the parties listed on Schedule B hereto. Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Merger Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks • British Columbia
This Lock-Up Agreement (this “Agreement”) is made and entered into as of June 29, 2021 by and among Glass House Brands Inc., a British Columbia corporation f/k/a Mercer Park Brand Acquisition Corp. (the “Company”) and the parties listed on Schedule A hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 2.2 or Section 3.2 of this Agreement, a “Holder” and collectively the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Merger Agreement (as defined below).
AGREEMENT TO ASSIGN AN OPTION TO ACQUIRE REAL ESTATEAgreement to Assign an Option to Acquire Real Estate • October 13th, 2021 • Glass House Brands Inc. • Blank checks • California
THIS AGREEMENT TO ASSIGN AN OPTION TO ACQUIRE REAL ESTATE (this “Agreement”) is made and entered into effective as of June 6, 2021 (“Effective Date”) by and between GLASS INVESTMENTS PROJECTS, INC., a Delaware corporation (“GIPI”), and GH CAMARILLO LLC, a Delaware limited liability company (“Purchaser”), as the designee of GH GROUP, INC., a Delaware corporation (“Glass House”) and MERCER PARK BRAND ACQUISITION CORP, a British Columbia corporation (“Mercer Park”, and together with Glass House, “GH/MPBAC”).
AMENDMENT NO. 1 TO EXCHANGE RIGHTS AGREEMENTExchange Rights Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks
THIS AMENDMENT NO. 1 TO EXCHANGE RIGHTS AGREEMENT (this “Amendment”) is made as of July 15, 2021, by and among Glass House Brands Inc., a British Columbia corporation (formerly Mercer Park Brand Acquisition Corp.) ( “Parent”), MPB Acquisition Corp., a Nevada corporation (“Exchangeco”), Odyssey Trust Company, an Alberta trust company, and Kyle D. Kazan, as the representative of the Class B shareholders (the “Sellers’ Representative”). Each of the foregoing is referred to herein as a “Party” and, collectively, as the “Parties.”
AGREEMENT TO SELL AND ACQUIRE REAL ESTATE AND JOINT ESCROW INSTRUCTIONSAgreement to Sell and Acquire Real Estate • October 13th, 2021 • Glass House Brands Inc. • Blank checks • California
THIS AGREEMENT TO SELL AND ACQUIRE REAL ESTATE AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into effective as of March 29, 2021 (“Effective Date”) by and between CEFF Camarillo Property, LLC, a Delaware limited liability company (“CEFF Camarillo Propco”), and CEFF Camarillo Holdings, LLC, a Delaware limited liability company (“CEFF Parent”, and together with CEFF Camarillo Propco, the “Seller”), and GH CAMARILLO LLC, a Delaware limited liability company (“Purchaser”), as the person designated by GLASS INVESTMENTS PROJECTS, INC., a Delaware corporation (“GIPI”), as the “Camarillo Buyer” contemplated by the California Option Agreement (as defined below).
