HIGHTIMES HOLDING CORP. SUBSCRIPTION AGREEMENT NOTICE TO INVESTORSSubscription Agreement • January 25th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.
SENIOR SECURED CONVERTIBLE NOTEConvertible Note • January 25th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • Illinois
This Note is issued in connection with the Second Amendment to Loan and Security Agreement (“Second Amendment”), dated on or about the date set forth above, among Borrowers and Lender. Reference is made to the Agreement for the terms and conditions governing this Note, including, without limitation, the terms and conditions under which this Note may be accelerated. This Note is payable in full on the Maturity Date (defined below), is secured by the Collateral and is otherwise subject to the terms of the Agreement. Capitalized terms used but not otherwise defined in this Note have the meanings attributed to them in the Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • Illinois
ExWorks Capital Fund I, L.P., a Delaware limited partnership, with its principal place of business located at 333 West Wacker Drive, Suite 1620, Chicago, Illinois 60606 (together with its successors and assigns, “Lender”) and Hightimes Holding Corp., a Delaware corporation (“Parent”), Trans-High Corporation, a New York corporation (“Trans-High”), High Times Productions, Inc., a New York corporation, Cannabis Business Digital, LLC, a New York limited liability company, High Times, Inc., a New York corporation, New Morning Productions, Inc., a New York corporation, Hemp Times, Inc., a New York corporation, Planet Hemp, Inc., a New York corporation, The Hemp Company of America, Inc., a New York corporation, High Times Cannex Corp., a New York corporation, and High Times Press, Inc., a New York corporation (together with Parent and Trans-High, the “Borrowers” or individually, a “Borrower”), with a principal place of business at 250 West 57th Street, Suite 920, New York, NY 10107, enter int
Second Amendment to Loan and Security AgreementLoan and Security Agreement • January 25th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing
ExWorks Capital Fund I, L.P., a Delaware limited partnership (“ExWorks”) and Hightimes Holding Corp., a Delaware corporation (”Parent”), Trans-High Corporation, a New York corporation (“Trans-High”), High Times Productions, Inc., a New York corporation, Cannabis Business Digital, LLC, a New York limited liability company, High Times, Inc., a New York corporation, New Morning Productions, Inc., a New York corporation, Hemp Times, Inc., a New York corporation, Planet Hemp, Inc., a New York corporation, The Hemp Company of America, Inc., a New York corporation, High Times Cannex Corp., a New York corporation, and High Times Press, Inc., a New York corporation (together with Parent and Trans-High, the “Borrowers” or individually, a “Borrower”), enter into this Second Amendment to Loan and Security Agreement (this “Amendment”) on October 31, 2017.
MANAGEMENT AGREEMENTManagement Agreement • January 25th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
THIS MANAGEMENT AGREEMENT (“Agreement”) is dated as of March 1, 2017, the date of execution of this Agreement (the “Effective Date”), by and among HIGHTIMES HOLDING CORP., a Delaware corporation (the “Parent”), TRANS-HIGH CORPORATION, a New York corporation ( “Trans-High”) and OREVA CAPITAL CORP., a Delaware corporation (the “Oreva”), The Parent, Trans-High and the subsidiaries of Trans-High Group are sometimes referred to collectively as the “High Times Group.” The High Times Group and Oreva are sometimes individually referred to as a “Party” and collectively, as the “Parties.”
First amendmemt to loan and security agreementLoan and Security Agreement • January 25th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing
ExWorks Capital Fund I, L.P., a Delaware limited partnership (“ExWorks”) and Hightimes Holding Corp., a Delaware corporation (“Parent”), Trans-High Corporation, a New York corporation (“Trans-High”), High Times Productions, Inc., a New York corporation, Cannabis Business Digital, LLC, a New York limited liability company, High Times, Inc., a New York corporation, New Morning Productions, Inc., a New York corporation, Hemp Times, Inc., a New York corporation, Planet Hemp, Inc., a New York corporation, The Hemp Company of America. Inc., a New York corporation, High Times Cannex Corp., a New York corporation, and High Times Press, Inc., a New York corporation (together with Parent and Trans-High, the “Borrowers” or individually, a “Borrower”), enter into this First Amendment to Loan and Security Agreement (this “Amendment”) or August 7, 2017.
ESCROW AGREEMENTEscrow Agreement • January 25th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
AGREEMENT made this __ day of _____________, 2017, by and among HIGHTIMES HOLDING CORP. (the “Issuer”), the representative of [__________] (“__________”) whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement, and Bank of America, [ ] (the “Escrow Agent”).
STOCK SUBSCRIPTION AND PURCHASE AGREEMENTStock Subscription and Purchase Agreement • January 25th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
THIS STOCK SUBSCRIPTION AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 31, 2017 by and between HIGHTIMES HOLDING CORP., a Delaware corporation (the “Company”) and SCOTT MCGOVERN, an individual (the “Investor”).
ADVERTISING PLACEMENT AND SPONSORED CONTENT AGREEMENTAdvertising Placement and Sponsored Content Agreement • January 25th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This Advertising Placement and Sponsored Articles Agreement, dated as of August 10, 2017 (this “Agreement”), is made by and among Western Hemp Genetics Ltd., a company incorporated pursuant to the federal laws of Canada (the “Advertiser” or “Western Hemp”) and Trans-High Corporation, a New York corporation (the “Publisher” or the “Company”). Western Hemp and the Company are each individually sometimes referred to herein as a “Party” and collectively, as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
AGREEMENT, dated as of July 17, 2017 (the “Effective Date”), is entered into by and between HIGHTIMES HOLDING CORP., a Delaware corporation (the “Company”), and ADAM E. LEVIN (the “Executive”).
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • January 25th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing
This First Amendment to Merger Agreement (this “Amendment”) is made and entered into as of September 25, 2017, by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), “OAC”), (ii) Hightimes Holding Corp., a Delaware corporation (the “Company”), (iii) HTHC Merger Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of OAC (“Merger Sub”), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the “OAC Representative”). OAC, the Company, Merger Sub and the OAC Representative is hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.”
AGREEMENTPurchase Agreement • January 25th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
THIS AGREEMENT (“Agreement”) is entered into as of the 31st day of October 2017, by and among Approved Trust 1, Colleen Manley and Jessica Manley, as Co-Trustees (“Approved Trust”); Eggluftstein Sub Trust, Colleen Manley, Trustee (“Eggluftstein”); Judith Baker, an individual (“Baker”); Candlelight Trust, Judith Baker, Trustee (“Candlelight”) and Hightimes Holding Corp., a Delaware corporation (“Holdings”). The Approved Trust, Egglufstein, Baker and Candlelight are hereinafter sometimes collective referred to as the “Purchase Noteholders” and the Purchase Noteholders and Holdings are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties.
