REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2022 • Body & Mind Inc. • Pharmaceutical preparations
This Agreement is made pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”). The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase Agreement.
CONSENT AND AMENDMENT TO LOAN AGREEMENTLoan Agreement • December 23rd, 2022 • Body & Mind Inc. • Pharmaceutical preparations
This CONSENT AND AMENDMENT TO LOAN AGREEMENT (this “Agreement”), dated as of December 16, 2022, is made by and among Body and Mind, Inc., a Nevada corporation (the “Company”), FG Agency Lending LLC, a Delaware limited liability company (the “Agent”) and the lenders party thereto (each a “Lender” and collectively, the “Lenders”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 23rd, 2022 • Body & Mind Inc. • Pharmaceutical preparations • New Jersey
This Agreement and Plan of Merger (this “Agreement”), dated as of December 21, 2022 (the “Effective Date”) is entered into among Body and Mind, Inc., a Nevada corporation (“BaM”), DEP Nevada, Inc., a Nevada corporation (“Parent”), BaM Body and Mind Dispensary NJ, Inc, a New Jersey corporation (“Merger Sub”), CraftedPlants NJ Corp., a New Jersey corporation (“Company”), and the parties who sign this Agreement as “Sellers” below (collectively, “Sellers”).
RECITALSSecurities Purchase Agreement • December 23rd, 2022 • Body & Mind Inc. • Pharmaceutical preparations • Nevada
_________ Category 5. A natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent (being a cohabitant occupying a relationship generally equivalent to that of a spouse), at the time of that person’s purchase exceeds US$1,000,000 (note: for the purposes of calculating net worth: (i) the person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale and purchase of securities contemplated hereby, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale and purchase of securities contemplated hereby exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); (iii) indebtedness that is secured by the
SUBORDINATION AGREEMENTSubordination Agreement • December 23rd, 2022 • Body & Mind Inc. • Pharmaceutical preparations
THIS SUBORDINATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of December 19, 2022 by and among SPV to be managed by Bengal Impact Partners, LLC, Mindset Value Fund and Mindset Value Wellness Fund (the “Junior Creditors”), Body & Mind Inc., a Nevada corporation (the “Company”) in favor of FG Agency Lending LLC, as agent (in such capacity, “Agent”) for the lenders from time to time party to the Loan Agreement described below (Agent and such lenders, together with all other holders of the Obligations, are hereinafter referred to individually as a “Senior Creditor” and collectively as the “Senior Creditors”).
LIMITED WAIVER AND AMENDMENT TO LOAN AGREEMENTLoan Agreement • December 23rd, 2022 • Body & Mind Inc. • Pharmaceutical preparations
This LIMITED WAIVER AND AMENDMENT TO LOAN AGREEMENT, dated as of December 12, 2022 (this “Agreement”), is made by and among BODY AND MIND, INC., a Nevada corporation (the “Borrower”), DEP Nevada, Inc., a Nevada corporation (“Holdings”), the other Guarantors set forth on the signature pages affixed hereto (together with Holdings, each a “Guarantor” and together with the Borrower, the “Loan Parties”), FG AGENCY LENDING LLC, a Delaware limited liability company (the “Agent”), and BOMIND HOLDINGS LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”). Capitalized terms used herein that are not otherwise defined herein shall have the respective meanings assigned to such terms in the Loan Agreement referred to below.
