SELLING AGENT AGREEMENTSelling Agent Agreement • August 13th, 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.
TERMINATION AND MUTUAL RELEASE AGREEMENTTermination and Mutual Release Agreement • August 13th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
This Termination and Mutual Release Agreement (the “Agreement”) is made and entered into as of July 31, 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.”
Amendment No. 1 to Selling Agent AgreementSelling Agent Agreement • August 13th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
Reference is made to the Selling Agent Agreement, dated March 27, 2018 (the “Selling Agent Agreement”), by and between NMS Capital Advisors, LLC (“NMS”) and Hightimes Holding Corp. (the “Company”). All capitalized terms used in this Amendment No. 1 to the Selling Agent Agreement (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Selling Agent Agreement. NMS and the Company agree as follows:
