SELLING AGENT AGREEMENTSelling Agent Agreement • June 12th, 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.
THIRD AMENDMENT TO MERGER AGREEMENTMerger Agreement • June 12th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing
This Third Amendment to Merger Agreement (this “Third Amendment”) is made and entered into as of May 22, 2018 (the “Effective Date”), 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.”
TRANS-HIGH CORPORATION 10990 Wilshire Boulevard Penthouse Los Angeles, CA 90024Sponsorship and Advertising Agreement • June 12th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing
Reference is made to the Sponsorship and Advertising Agreement dated as of September 29, 2017, among Cannabis Sativa, Inc., a Nevada corporation (“CBDS”), Prestocorp., a Delaware corporation (“Presto”) and Trans-High Corporation, a New York corporation (the “Company”) and its consolidated subsidiaries (the “Agreement”). Pursuant to Section 3(c) of the Agreement, in consideration of the Company granting to Presto the Right of First Refusal set forth in Section 2 of the Agreement, CBDS issued to the Company an aggregate of 332,447 shares of CBDS Common Stock (the “CBDS Shares”), valued at $1,000,000 in accordance with the provisions of Section 3(c) of the Agreement.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 12th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This Asset Purchase Agreement (“Agreement”) is made and entered into this 9th day of June 2018 (the “Execution Date”) by and between CULTURE PUB, INC., a Delaware corporation (“CPI” or the “Purchaser”); SOUTHLAND PUBLISHING, INCORPORATED, a California corporation (“Southland”); and HIGHTIMES HOLDING CORP., a Delaware corporation (“Hightimes” or the “Parent”). The Purchaser, Southland 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.
