SENIOR SECURED CONVERTIBLE NOTEConvertible Note • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • Illinois
This Note is issued in connection with the Second Amendment to Loan and Security Agreement (“Second Amendment”), dated on or about the date set forth above, among Borrowers and Lender. Reference is made to the Agreement for the terms and conditions governing this Note, including, without limitation, the terms and conditions under which this Note may be accelerated. This Note is payable in full on the Maturity Date (defined below), is secured by the Collateral and is otherwise subject to the terms of the Agreement. Capitalized terms used but not otherwise defined in this Note have the meanings attributed to them in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • California
THIS AGREEMENT (this “Agreement”), dated and effective as of August 17th, 2017 (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.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • Illinois
ExWorks Capital Fund I, L.P., a Delaware limited partnership, with its principal place of business located at 333 West Wacker Drive, Suite 1620, Chicago, Illinois 60606 (together with its successors and assigns, “Lender”) and Hightimes Holding Corp., a Delaware corporation (“Parent”), Trans-High Corporation, a New York corporation (“Trans-High”), High Times Productions, Inc., a New York corporation, Cannabis Business Digital, LLC, a New York limited liability company, High Times, Inc., a New York corporation, New Morning Productions, Inc., a New York corporation, Hemp Times, Inc., a New York corporation, Planet Hemp, Inc., a New York corporation, The Hemp Company of America, Inc., a New York corporation, High Times Cannex Corp., a New York corporation, and High Times Press, Inc., a New York corporation (together with Parent and Trans-High, the “Borrowers” or individually, a “Borrower”), with a principal place of business at 250 West 57th Street, Suite 920, New York, NY 10107, enter int
Second Amendment to Loan and Security AgreementLoan and Security Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing
ExWorks Capital Fund I, L.P., a Delaware limited partnership (“ExWorks”) and Hightimes Holding Corp., a Delaware corporation (”Parent”), Trans-High Corporation, a New York corporation (“Trans-High”), High Times Productions, Inc., a New York corporation, Cannabis Business Digital, LLC, a New York limited liability company, High Times, Inc., a New York corporation, New Morning Productions, Inc., a New York corporation, Hemp Times, Inc., a New York corporation, Planet Hemp, Inc., a New York corporation, The Hemp Company of America, Inc., a New York corporation, High Times Cannex Corp., a New York corporation, and High Times Press, Inc., a New York corporation (together with Parent and Trans-High, the “Borrowers” or individually, a “Borrower”), enter into this Second Amendment to Loan and Security Agreement (this “Amendment”) on October 31, 2017.
MANAGEMENT AGREEMENTManagement Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • California
THIS MANAGEMENT AGREEMENT (“Agreement”) is dated as of March 1, 2017, the date of execution of this Agreement (the “Effective Date”), by and among HIGHTIMES HOLDING CORP., a Delaware corporation (the “Parent”), TRANS-HIGH CORPORATION, a New York corporation ( “Trans-High”) and OREVA CAPITAL CORP., a Delaware corporation (the “Oreva”), The Parent, Trans-High and the subsidiaries of Trans-High Group are sometimes referred to collectively as the “High Times Group.” The High Times Group and Oreva are sometimes individually referred to as a “Party” and collectively, as the “Parties.”
AMENDED AND RESTATED ONLINE ADVERTISING SALES REPRESENTATION AGREEMENTOnline Advertising Sales Representation Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • California
This Amended and Restated Online Advertising Sales Representation Agreement is dated as of December 15, 2017 (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”). TRANS-HIGH and GREEN RUSH 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. This Agreement amends and restates and supersedes in its entirety a prior agreement between the Parties dated as of August 31, 2017 (the “Prior Agreement”).
August 7, 2017Loan and Security Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing
First amendmemt to loan and security agreementLoan and Security Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing
ExWorks Capital Fund I, L.P., a Delaware limited partnership (“ExWorks”) and Hightimes Holding Corp., a Delaware corporation (“Parent”), Trans-High Corporation, a New York corporation (“Trans-High”), High Times Productions, Inc., a New York corporation, Cannabis Business Digital, LLC, a New York limited liability company, High Times, Inc., a New York corporation, New Morning Productions, Inc., a New York corporation, Hemp Times, Inc., a New York corporation, Planet Hemp, Inc., a New York corporation, The Hemp Company of America. Inc., a New York corporation, High Times Cannex Corp., a New York corporation, and High Times Press, Inc., a New York corporation (together with Parent and Trans-High, the “Borrowers” or individually, a “Borrower”), enter into this First Amendment to Loan and Security Agreement (this “Amendment”) or August 7, 2017.
ASSIGNMENT OF LEASE AND FESTIVAL RIGHTS by and among BIO CUP CANADA MUSIC FESTIVAL LTD. MATTHEW HARVEY DERRICK KENDALL TRANS-HIGH CORPORATION and HIGH TIMES HOLDING CORP. Dated as of August 10, 2017 ASSIGNMENT OF LEASE AND FESTIVAL RIGHTSAssignment of Lease and Festival Rights • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • California
THIS ASSIGNMENT OF LEASE AND FESTIVAL RIGHTS (this “Agreement”) is made as of August 10 2017, by and among BIO CUP CANADA MUSIC FESTIVAL LTD., a corporation organized and existing under the laws of British Columbia, Canada (“Assignor”); MATTHEW HARVEY, an individual (“Harvey”); DERRICK KENDALL, an individual (“Kendall”); TRANS-HIGH CORPORATION, a New York corporation (“Assignee”); and HIGHTIMES HOLDING CORP, a Delaware corporation (“HTH” or the “Parent”). Harvey and Kendall are collectively referred to herein as the “Stockholders”), and Assignor and the Stockholders are sometimes collectively referred to as the “Assigning Parties.” The Assigning Parties, the Assignee and the Parent are each individually sometimes referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms which are used but not otherwise defined herein are defined in Section 1.1 below.
STOCK SUBSCRIPTION AND PURCHASE AGREEMENTStock Subscription and Purchase Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • New York
THIS STOCK SUBSCRIPTION AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 31, 2017 by and between HIGHTIMES HOLDING CORP., a Delaware corporation (the “Company”) and SCOTT MCGOVERN, an individual (the “Investor”).
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT by and among: TRANS-HIGH CORPORATION a New York corporation; HIGHTIMES HOLDING CORP., a Delaware corporation; and THE STOCKHOLDERS OF TRANS-HIGH CORPORATION Dated as of February 14, 2017Stock Purchase Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • New York
THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (including all Schedules and Exhibits hereto, the “Agreement”) is made and entered into as of February 14, 2017, by and among: HIGHTIMES HOLDING CORP., a Delaware corporation (“Purchaser” or “Holdings”); TRANS-HIGH CORPORATION, a New York corporation (the “Company”); and the Persons whose names and signatures are listed on the signature page of this Agreement under the heading “Company Stockholders” (each a “Company Stockholder” and collectively, the “Company Stockholders”). The Company and the Company Stockholders are hereinafter sometimes individually referred to as a “Selling Party” and collectively as the “Selling Parties.” The Selling Parties and the Purchaser are hereinafter sometimes collectively referred to as the “Parties.” Certain other capitalized terms used in this Agreement are defined in Exhibit A annexed hereto.
INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT [Seller Debt]Intercreditor and Debt Subordination Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • Illinois
ADVERTISING PLACEMENT AND SPONSORED CONTENT AGREEMENTAdvertising Placement and Sponsored Content Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • California
This Advertising Placement and Sponsored Articles Agreement, dated as of August 10, 2017 (this “Agreement”), is made by and among Western Hemp Genetics Ltd., a company incorporated pursuant to the federal laws of Canada (the “Advertiser” or “Western Hemp”) and Trans-High Corporation, a New York corporation (the “Publisher” or the “Company”). Western Hemp and the Company are each individually sometimes referred to herein as a “Party” and collectively, as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • California
AGREEMENT, dated as of July 17, 2017 (the “Effective Date”), is entered into by and between HIGHTIMES HOLDING CORP., a Delaware corporation (the “Company”), and ADAM E. LEVIN (the “Executive”).
FORM OF AGREEMENTPurchase Agreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • New York
THIS AGREEMENT (“Agreement”) is entered into as of the 31st day of October 2017, by and among the individual or entity who has executed this Agreement on the signature page hereof (the “Purchase Noteholder”) and Hightimes Holding Corp., a Delaware corporation (“Holdings”). The Purchase Noteholder and Holdings are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties.
AGREEMENTAgreement • December 29th, 2017 • Origo Acquisition Corp • Periodicals: publishing or publishing & printing • New York
THIS AGREEMENT (“Agreement”) is entered into as of the 31st day of October 2017, by and among Approved Trust 1, Colleen Manley and Jessica Manley, as Co-Trustees (“Approved Trust”); Eggluftstein Sub Trust, Colleen Manley, Trustee (“Eggluftstein”); Judith Baker, an individual (“Baker”); Candlelight Trust, Judith Baker, Trustee (“Candlelight”) and Hightimes Holding Corp., a Delaware corporation (“Holdings”). The Approved Trust, Egglufstein, Baker and Candlelight are hereinafter sometimes collective referred to as the “Purchase Noteholders” and the Purchase Noteholders and Holdings are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties.
