LOAN AGREEMENT by and between VIRIDESCENT REALTY TRUST, INC. (“Lender”) and LOWELL SR LLC, (“Borrower”) dated as of June 29, 2021Loan Agreement • July 6th, 2021 • Lowell Farms Inc. • Agricultural production-crops • California
TABLE OF CONTENTS Page Article I DEFINITIONS, ACCOUNTING PRINCIPLES, UCC TERMS 1.1 Definitions 1 1.2 Singular and Plural Forms 10 1.3 UCC Definitions 10 1.4 Accounting Terms 10 1.5 Amendments, Etc 10 1.6 Laws, Etc 11 Article II TERMS OF THE LOAN 2.1 The Loan 11 2.2 Security for the Loan 13 2.3 Origination Fee; Transaction Costs 14 2.4 Conditions Precedent to Closing 14 Article III BORROWER’S REPRESENTATIONS AND WARRANTIES 3.1 Existence, Power and Qualification 17 3.2 Power and Authority 17 3.3 Due Execution and Enforcement 18 3.4 Single Purpose Entity 18 3.5 Pending Matters 18 3.6 Financial Statements Accurate 18 3.7 Compliance with Facility Laws 18 3.8 Governmental Proceedings and Notices 19 3.9 Pledges of Accounts 19 3.1 Payment of Taxes and Property Impositions 19 3.11 Title to Collateral 19 3.12 Priority of Mortgage 19 3.13 Location of Chief Executive Offices 20 3.14 Disclosure 20 3.15 Trade Names 20 3.16 ERISA 20 3.17 Ownership 20 3.18 Intentionally Omitted 20 3.19
PURCHASE AGREEMENT BY AND AMONG LOWELL SR, LLC, LOWELL FARMS INC., MICHAEL GREGORY, C QUADRANT LLC AND AMAG HOLDINGS, LLC JUNE 29, 2021Purchase Agreement • July 6th, 2021 • Lowell Farms Inc. • Agricultural production-crops • California
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of June 29, 2021, is by and among Lowell SR, LLC, a California limited liability company (“Purchaser”), Lowell Farms Inc., a British Columbia corporation (“Parent”), Michael Gregory (“Controlling Owner” and, together with Sellers (as defined below), “Seller Parties”), C Quadrant LLC, a California limited liability company (“C Quadrant”), AMAG Holdings, LLC, a Wyoming limited liability company (“AMAG” and, together with C Quadrant, “Sellers,” and each, a “Seller”), and Michael Gregory, as representative under Section 8.1 (in such capacity, the “Representative”). Seller Parties, Purchaser and Parent are sometimes referred to herein collectively as the “Parties,” and each individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings assigned to them in ARTICLE IX.
