Lock-Up AgreementLock-Up Agreement • May 14th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops
As an inducement for (i) Planet 13 Holdings Inc., a Nevada corporation (“Planet 13” or Purchaser”) to execute the membership interest purchase agreement (the “Purchase Agreement”), dated as of August 28, 2023, by and among Purchaser, VidaCann, LLC, a Florida limited liability company, Loop’s Dispensaries, LLC, Ray of Hope 4 Florida, LLC, Loops Nursery & Greenhouses, Inc., David Loop and Mark Ascik, and (ii) Purchaser to issue (the “Issuance”) its common stock, no par value (the “Purchaser Stock”), in connection with and pursuant to the Purchase Agreement, the undersigned hereby agrees, except as permitted under the Purchase Agreement (including, without limitation, Section 6.12 of the Purchase Agreement) or without, in each case, the prior written consent of Planet 13, not to take any of the actions described below during the Lock-Up Period (as defined below):
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • May 14th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops • Nevada
This Director Nomination Agreement (this “Agreement”) is made as of May 10, 2024 by and among Planet 13 Holdings Inc., a Nevada corporation (the “Purchaser”) and Loop’s Dispensaries, LLC (“Dispensaries”).
PROMISSORY NOTEPromissory Note • May 14th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops • Florida
Maker and Planet 13 Holdings Inc. are parties to a Membership Interest Purchase Agreement dated as of August 28, 2023, among them and certain other parties named therein (the “Purchase Agreement”). This Promissory Note (this “Note”) reflects a portion of the Related Party Debt. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
ContractPromissory Note • May 14th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops • Nevada
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE MAKER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS.
