STOCK PURCHASE AGREEMENT FRESH HEMP FOODS LTD., as the Company, THE SIGNING STOCKHOLDERS, as defined herein, THE STOCKHOLDERS’ REPRESENTATIVE, as defined herein, 1037270 B.C. LTD., as the Parent Buyer,Stock Purchase Agreement • June 8th, 2015 • Compass Group Diversified Holdings LLC • Motor vehicle parts & accessories • Manitoba
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of June 4, 2015, by and among Fresh Hemp Foods Ltd., a corporation incorporated under the laws of the Province of Manitoba d/b/a Manitoba Harvest (the “Company”), 1037270 B.C. Ltd., a British Columbia corporation (the “Parent Buyer”), 1037269 B.C. Ltd., a British Columbia corporation (the “Cash Buyer” and, together with the Parent Buyer, the “Buyer”), the Stockholders’ Representative (as defined below), the holders of all of the capital stock of the Company as set forth on Exhibit A-1 attached hereto (the “Selling Stockholders”) and the holders of options to purchase any of the capital stock of the Company as set forth on Exhibit A-1 attached hereto (the “Optionholders”) (each of the Selling Stockholders and the Optionholders who exercise options to purchase capital stock of the Company prior to Closing (as defined herein) shall each be referred to as a “Signing Stockholder” and collectively as the “Signing Stockholders” and
