SELLING AGENT AGREEMENTSelling Agent Agreement • March 30th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This letter (this “Agreement”) constitutes the agreement between Hightimes Holding Corp., a Delaware corporation (the “Company”) and NMS Capital Advisors, LLC. (“NMS Capital” or the “Selling Agent”) pursuant to which NMS Capital shall serve as the managing selling agent for the Company, on a “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that NMS Capital’s obligations hereunder are on a “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by NMS Capital to purchase or sell any shares of Class A Common Stock of the Company (the “Securities”) and does not ensure the successful placement of the Securities or any portion thereof or the success of NMS Capital placing the Securities.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
THIS AGREEMENT (this “Agreement”), dated March 28, 2018 (the “Effective Date”), by and among Trans-High Corporation, a corporation organized under the laws of the State of New York, doing business as “High Times” (the “Company”); and Scott McGovern, an individual (hereinafter sometimes referred to as the “Employee”). The Company and each of its subsidiaries and divisions are hereinafter sometimes individually or collectively referred to as the “Employer.” This Agreement amends and restates in its entirety an employment agreement dated and effective as of August 17, 2017 (the “Prior Agreement”)
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 30th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
This Asset Purchase Agreement (“Agreement”) is made and entered into this 28th day of March 2018 (the “Effective Date”) by and between TRANS-HIGH CORPORATION, a New York corporation (“TRANS-HIGH”), and GREEN RUSH DAILY, LLC, a Delaware limited liability corporation (“GREEN RUSH”); SCOTT MCGOVERN, an individual (“McGovern”) and HIGHTIMES HOLDING CORP., a Delaware corporation (“HIGHTIMES” or the “PARENT”). TRANS-HIGH, GREEN RUSH, McGovern and HIGHTIMES are sometimes referred to herein separately as a “Party” and together as the “Parties”. Capitalized terms used herein shall have the meanings ascribed to them in Article I hereof.
