Exhibit 10.41


 


AGREEMENT


 


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.


 


INTRODUCTION:


 


This Agreement is being entered into with
reference to the following facts, each of which constitutes a representation and warranty of the relevant Party or Parties and
is incorporated into the text of this Agreement:


 


A. Prior to February
28, 2017, the Purchase Noteholders were stockholders of Trans-High Corporation, a New York corporation (“Trans-High”).


 


B. As of February 14,
2017, Holdings, Trans-High, the Purchase Noteholders and other former stockholders of Trans-High entered into an amended and restated
stock purchase agreement (the “Purchase Agreement”), pursuant to which, inter alia, on February
28, 2017 Holdings purchased 100% of the shares of capital stock of Trans-High.


 


C. Unless otherwise
defined in this Agreement, all capitalized terms when used herein shall have the same meaning as they are defined in the Purchase
Agreement.


 


D. Pursuant to the
Purchase Agreement, in addition to their pro-rata percentage share of a $12.2 million Closing Cash Payment and 4,000,000 shares
of Class A voting common stock, $0.0001 par value per share, of Holdings (the “Class A Common Stock”), representing
the Holdings Purchase Shares, each of the Purchase Noteholders received the following principal amount Purchase Notes:


 


	 	 	Principal Amount of Purchase Notes	 	 	
        No. of Holdings 

        Purchase Shares
	 
	Approved Trust 1	 	$	1,084,337,40	 	 	 	139,699	 
	Eggluftstein Sub Trust	 	$	1,807,228.80	 	 	 	232,831	 
	Judith Baker	 	$	6,686,747.10	 	 	 	861,476	 
	Candlelight Trust	 	$	3,975,903.60	 	 	 	512,229	 


 






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E. Pursuant to the
Purchase Agreement, upon consummation of an Approved Public Listing, the Purchase Notes shall automatically, and
without any further action on the part of the Issuer or the holders of the Purchase Notes, convert into shares of non-voting Class
B Common Stock of Holdings or non-voting shares of common stock of the Issuer (either, the “Non-Voting Conversion Shares”).


 


F. On August 24, 2017,
Origo Acquisition Corporation, a Cayman Islands corporation (“OAC”), (ii) Holdings, (iii) HTHC Merger
Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of OAC (“Merger Sub”), and
(iv) Jose Aldeanueva, solely in the capacity as the OAC Representative, entered into a merger agreement, as amended on September
25, 2017 (collectively, the Merger Agreement”), pursuant to which, inter alia, it is contemplated that Merger Sub
will be merged with and into Holdings (the “OAC Merger”), with Holdings as the surviving corporation of the
Merger. As used in the Merger Agreement, the term “OAC” includes Origo Acquisition Corporation, a Cayman Islands corporation
and, from and after the Conversion, the successor corporation resulting (the “Successor”) resulting from the
contemplated conversion of the Cayman Islands company into a Nevada corporation the “Conversion”). As used in
this Agreement, “OAC Shares” means the collective reference (a) with respect to OAC, the voting ordinary shares,
par value $0.0001 per share, of OAC up to and including the Conversion, and (b) with respect to the Successor following the Conversion,
its voting shares of common stock, $0.0001 par value per share of the Successor.


 


G. The Merger Agreement
contemplates that, as sole Merger Consideration, all holders of the $30,000,000 original principal amount of Purchase Notes, including
the Purchase Noteholders would on or prior to the Closing Date of the Merger, convert the Purchase Notes into OAC Shares, and receive,
together with all other holders of Class A Common Stock and warrants of Holdings, their pro-rata share of an aggregate of 23,474,178
OAC Shares. Such OAC Shares were determined by the parties to the Merger Agreement based on dividing a $250,000,000 minimum valuation
of Holdings and its consolidated subsidiaries (collectively, the “High Times Group”) by an indicative closing
price of OAC Shares of $10.65; with such number of OAC Shares and High Times Group valuation subject to increase to as much as
27,699,530 OAC Shares and $295,000,000, respectively, in the event and to the extent that Holdings shall receive proceeds in excess
of $5,000,000 and up to $50,000,000 from a “Holdings Public Offering” described below, and subject to increase in accordance
with Section 1(c) below.


 


H. Prior to the Closing
Date of the Merger, Holdings proposes to consummate either (i) an initial public offering on a Form S-1 registration statement,
or (ii) a Tier II Regulation A+ public offering of shares of its Class A Common Stock, in either case at a pre-money valuation
of all outstanding shares of Class A Common Stock (including all Non-Voting Conversion Shares resulting from the automatic conversion
of all then outstanding Purchase Notes) of $225,000,000, and apply to list its shares of Class A Common Stock on a Qualified Stock
Exchange (either a “Holdings Public Offering”).


 


I. The Purchase Noteholders
desire to amend the terms of the Purchase Agreement applicable to them so that, in addition to the Holdings Purchase Shares referred
to in paragraph D of the Introduction to this Agreement that were issued to them under the terms of the Purchase Agreement, to
receive, upon automatic conversion of their Purchase Notes upon consummation of an Approved Public Listing and a Conversion Event,
shares of “Voting Common Stock” (as hereinafter defined).


 


J. Subject to the terms
and upon satisfaction of the conditions set forth in this Agreement, including certain accommodations to be provided by the Purchase
Noteholders hereinafter described, the Parties hereby agree to amend the terms of the Notes as described herein.


 






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NOW, THEREFORE, in consideration of the
mutual covenants and agreements herein contained, the Parties hereto intending to be bound thereby, it is mutually agreed as follows:


 


1.            Voting Common Stock.     Holdings
hereby covenants and agrees that upon consummation of an Approved Public Listing and a Conversion Event prior to the maturity dates
of their Purchase Notes, each of the Purchase Noteholders shall receive (as described below), upon automatic conversion of their
Purchase Notes either or both of: (a) shares of Class A Common Stock of Holdings upon consummation of the Holdings Public Offering
contemplated by the Merger Agreement, and (b) voting OAC Shares upon consummation of the OAC Merger, as a portion of their Merger
Consideration, irrespective of whether the Holdings Public Offering shall be consummated. As used herein, “Voting Common
Stock”) means, the Class A Common Stock of Holdings and the OAC Shares, as applicable. For the avoidance of doubt, the
Voting Common Stock to be received upon conversion of the Purchase Notes as contemplated herein shall be, in all cases, listed
on a Qualified Securities Exchange.


 


		2.	Conversion Event and Voting Common Stock.



 


(a) The Parties hereby
agree that consummation of a Holdings Public Offering and the listing of Holdings shares of Class A Common Stock on one of the
defined Qualified Securities Exchanges set forth in the Purchase Agreement shall constitute an Approved Public Listing and Conversion
Event, and as a result thereof, all of the then outstanding principal amount of Purchase Notes owned of record or beneficially
by each of the Purchase Noteholders plus any accrued interest thereon shall automatically convert into shares of Class A Common
Stock of Holdings. The conversion price of the Purchase Notes shall be 100% of the initial per share price that Holdings Class
A Common Stock is offered to the public pursuant to the final registration statement or offering circular declared effective or
qualified by the Securities and Exchange Commission (the “Public Offering Conversion Price”), and the number
of shares of Class A Common Stock issuable upon such Conversion Event shall be determined by dividing (i) seventy-five (75%) percent
of the then outstanding principal amount of the Purchase Notes owned of record or beneficially by each of the Purchase Noteholders
who are Parties to this Agreement, by (ii) the Public Offering Conversion Price.


 


(b) Holdings hereby
agrees that upon consummation of the OAC Merger (whether or not the Holdings Public Offering shall be consummated prior thereto),
each of the Purchase Noteholders who are Parties to this Agreement shall receive, upon (i) conversion of their Purchase Notes and
any accrued but unpaid interest thereon or (ii) if the Holdings Public Offering has been previously consummated, in exchange for
all of their Class A Common Stock issued upon prior conversion of such Purchase Notes, their pro-rata portion of the Merger Consideration
in the form of OAC Shares that shall be Voting Common Stock. To the extent no Approved Listing and Conversion Event has occurred
prior to the closing of the Merger, Holdings shall ensure that the Merger Agreement provides that upon consummation of the OAC
Merger, the Purchase Noteholders who are Parties to this Agreement shall receive only Voting Common Stock in the OAC Merger in
exchange for their Purchase Notes. Such number of shares of Voting Common Stock shall be determined by dividing (i) seventy-five
(75%) percent of the then outstanding principal amount of the Purchase Notes owned of record or beneficially by each of the Purchase
Noteholders who are Parties to this Agreement, by (ii) $10.65 (as adjusted for stock splits, stock dividends, stock combinations,
recapitalizations or other similar transactions occurring after the date hereof), as set forth in the OAC Merger Agreement.


 






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(c) It is contemplated
that the market valuation of the Hightimes Group in the Hightimes Public Offering, prior to receipt of any net proceeds from such
Public Offering (the “Pre-Money Valuation”), will be approximately $225,000,000 and the valuation of the Hightimes
Group in the OAC Merger will be not less than $250,000,000. Notwithstanding anything to the contrary contained in Section 2(a)
and Section 2(b) above if for any reason the Purchase Notes plus any accrued but unpaid interest thereon shall be converted into
Class A Common Stock by virtue of a Holdings Public Offering, and thereafter the valuation of the Hightimes Group in the OAC Merger
shall be less than the Pre-Money Valuation in the Holdings Public Offering, then and in such event, there shall be
an appropriate increase in the number of shares of Voting Common Stock allocated to the former Purchase Noteholders in the OAC
Merger in exchange for their shares of Class A Common Stock received in respect of the conversion of the then outstanding principal
amount of the Purchase Notes plus the accrued but unpaid interest thereon so that the value of such number of shares of Voting
Common Stock, as so increased, based on the valuation of the OAC Merger shall not be less than the value of the Class A Common
Stock into which the Purchase Notes were converted upon a Holdings Public Offering based upon the Pre-Money Valuation.


 


(d) Prior to the maturity
date of their Purchase Notes, Holdings shall not amend or modify the OAC Merger Agreement or any agreement with any other corporation
or entity in any manner that would adversely affect the rights of the Purchase Noteholders under this Agreement, including, without
limitation, in a manner that would deprive the Purchase Noteholders who have executed this Agreement of their rights to receive
Voting Common Stock that is listed on a Qualified Securities Exchange upon consummation of a Conversion Event.


 


3.            Discount of Purchase Note.     Each
of the Parties hereto do hereby agree that, as described in Sections 2(a) and (b) above upon the occurrence of a Conversion Event
described in Section 2(a) and (b) above, the then outstanding principal amount of the Purchase Notes owned of record and beneficially
by the Purchase Noteholders who are Parties to this Agreement then being converted into Voting Common Stock of the Issuer that
are held by such Purchase Note Holders would be discounted by 25% and would convert only as to 75% of the then outstanding principal
amount of such Purchase Notes, plus any accrued but unpaid interest thereon.


 


		4.	Installment Payments of Purchase Notes.     Each
of the Parties hereto do hereby agree as follows:



 


(a) The pro-rata portions
of the $1,500,000 principal installment due August 28, 2017 of all $30,000,000 of Purchase Notes together with accrued interest
thereon (a total of $2,700,000) that are payable to the Purchase Noteholders who are Parties to this Agreement shall be paid, by
wire transfer of immediately available funds pursuant to written wire instructions to be provided by each Purchase Noteholder to
Holdings, on or before November 3, 2017, and is set forth below:


 


	Approved Trust 1	 	$	97,590.37	 
	Eggluftstein Sub Trust	 	$	162,650.59	 
	Judith Baker	 	$	601,807.24	 
	Candlelight Trust	 	$	357,831.32	 


 






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In addition to the
above amounts, each of the Purchase Noteholders who are Parties to this Agreement shall receive default interest on the above amounts
at the rate of 12% per annum, calculated from September 1, 2017 to the date of payment of the above amounts.


 


(b) In the absence
of a Conversion Event, the Purchase Noteholders who are Parties to this Agreement hereby agree, if requested by Holding prior thereto,
to defer the next installment payment of their Purchase Notes (due November 28, 2017) to February 28, 2018. For the avoidance of
doubt the installment payment currently scheduled to be paid on February 28, 2018 shall be paid on February 28, 2018 as well.


 


(c) Notwithstanding
the foregoing provisions of Section 4(b), if Holdings elects to extend the second installment to February 28, 2018, the Parties
hereto agree that (i) the Purchase Notes shall accrue interest at 10% per annum until all installments are paid on a current quarterly
basis or the Purchase Note are converted into Voting Common Stock, and (ii) if, prior to the Closing of the OAC Merger, Holdings
consummates a Holding Public Offering or obtains additional new debt or equity financing (unrelated to a contemplated maximum $4,000,000
increase in the $7,500,000 Senior Loan granted to the High Times Group by ExWorks Capital Fund I, L.P., as the Senior Lender, or
the refinancing of the Indebtedness to such Senior Lender), it will pay the second installment of the Purchase Notes payable to
of the Purchase Noteholders who are Parties to this Agreement out of the net proceeds of such Public Offering or debt or equity
financing. Subject at all times to the foregoing sentence, the terms of the Intercreditor and Subordination Agreement with the
Senior Lender and the available of adequate cash reserves, unless a Conversion Event shall occur prior thereto, Holdings shall
pay, in cash, the February 28, 2018 installment payments on such Purchase Notes when due.


 


(d) Each of the Purchase
Noteholders who are Parties to this Agreement, do hereby agree to execute and deliver to the Senior Lender a new or an addendum
to an intercreditor and subordination agreement acknowledging the increase in the amount of the Senior Loan substantially in the
same form as the Intercreditor and Subordination Agreement was executed in connection with the consummation of the transaction
contemplated by the Purchase Agreement and Holdings hereby agrees to cause the Senior Lender to agree to the modification to the
terms of the Purchase Notes provided herein, including, without limitation, the potential increase to the interest rate of the
Purchase Notes contemplated by Section 4(c) above.


 


5.            Proxy.     Each of the Purchase
Noteholders who are Parties to this Agreement do hereby grant to Adam E. Levin, a three (3) year irrevocable proxy coupled with
an interest in the form of Exhibit A annexed hereto and made a part hereof (the Proxy”), pursuant to
which, upon consummation of an Approved Public Listing and a Conversion Event set forth in Section 2(a) or (b) above, Mr. Levin
shall be entitled to vote all shares of the Class A Common Stock of Holdings, all OAC Shares or all other Voting Common Stock of
an Issuer (as applicable) that is owned of record by each of such Purchase Noteholders or their Affiliates or transferees of such
Voting Common Stock in FAVOR of the slate of directors nominated by management of the Issuer at each regular or special stockholders
meeting or in connection with any proxy solicitation of stockholder consents. Notwithstanding the foregoing, by its terms, such
Proxy would terminate upon either (a) a “Sale of Control” of the Issuer, and (b) with respect to any shares of Voting
Common Stock that are sold by such Purchase Noteholders or their Affiliates or transferees into the market in customary brokers
transactions. Annexed hereto as Exhibit A and made a part hereof is a form of Proxy that has been duly executed on the date of
this Agreement by the Purchase Noteholders who are Parties to this Agreement.


 






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		6.	Holdings Fully-Diluted Common Stock and Participation
in Equity Financings.



 


(a) Each of the Parties
hereto does hereby acknowledge that the term (i) “Holdings Fully Diluted Common Stock” as set forth in the Purchase
Agreement does not mean or include any Common Stock or Common Stock Equivalents issued or issuable in connection
with any one or more debt or equity financings for Holdings, an Issuer, or any member of the High Times Group following the Closing
Date under the Purchase Agreement, and (ii) as at the Closing Date under the Purchase Agreement such Holdings Fully-Diluted Common
Stock consisted of 10,000,000 shares of Class A Common Stock.


 


(b) Pending consummation
of a Conversion Event, all Common Stock or Common Stock Equivalents financings by Holdings in any private placement or Holdings
Public Offering at a pre-money valuation that is in excess of the $70.0 million pre-money valuation negotiated with the Trans-High
stockholders under the Purchase Agreement, will dilute all Holdings stockholders (including the Voting Common Stock issuable upon
conversion of the Purchase Notes) on an equitable pro-rata basis.


 


(c) In the event and
to the extent that, prior to consummation of the OAC Merger, Holdings shall seek to consummate a private placement of Class A Common
Stock or Common Stock Equivalents (excluding, in connection with the Senior Loan, the issuance to the Senior Lender of 20,380 shares
of Class A Common Stock (in payment of a financing fee) and the related maximum $11,500,000 Senior Note payable to the Senior Lender
that is convertible at the option of the Senior Lender into Voting Common Stock based upon a $225,000,000 pre-money valuation)
and/or a Holdings Public Offering or any other public offering of Class A Common Stock or Common Stock Equivalents (each an “Equity
Financing”), the Purchase Noteholders who are Parties to this Agreement will be granted an opportunity to participate
in such financings on the same terms as all other investors in order to maintain their percentage ownership in Holdings. In such
connection, Holdings will furnish to such Purchase Noteholders and their legal counsel true copies of all final offering documents,
prospectus or offering circular, as applicable, in connection with each such Equity Financing, and advise whether Adam E. Levin
is purchasing any securities in such Equity Financing. The Purchase Noteholders who are Parties to this Agreement shall have a
period of up to ten (10) days to advise Holdings in writing whether or not they intend to participate in such Equity Financing
and the extent of such participation; failure to timely respond to be deemed an election not to participate in such Equity Financing.
In the event that any Purchase Noteholder Party shall timely agree to participate in the Equity Financing but shall fail to purchase
the securities that it or she elects to purchase, such Purchase Noteholder shall no longer be entitled to participate in any subsequent
Equity Financing.


 


		7.	Representations and Warranties.     Each
of the Parties do hereby represent and warrant as follows:



 


(a)          By Holdings:     Holdings
hereby represents and warrants to the Purchase Noteholders as follows:


 


(i) Holdings
is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate
power and authority to conduct its business in the manner in which its business is currently being conducted, and to own and use
its properties and assets in the manner in which its assets are currently owned and used.


 






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(ii) Holdings
is qualified to do business as a foreign corporation, and is in good standing, in each jurisdiction in which the nature of its
business and of its assets and properties makes such qualification necessary, except where the failure to be so qualified would
not have a material adverse effect on Holdings’ ability to operate its business.


 


(iii) As
at the date of this Agreement, pursuant to the Holdings Certificate of Incorporation Holdings is authorized to issue an aggregate
of 55,000,000 shares of its capital stock, $0.0001 par value per share, of which (A) 50,000,000 shares is designated as Holdings
Common Stock, with collective reference to 40,000,000 shares of Class A Common Stock and 10,000,000 shares of Class B Common Stock,
and (ii) 5,000,000 shares shall be designated as preferred stock (the “Holdings Preferred Stock”) which may
be issued in one or more series containing such rights, preferences and privileges as the board of directors of Holdings may, from
time to time, designate. As at the date of this Agreement, there are an aggregate of 10,205,920 shares of Holdings Class A Common
Stock issued and outstanding, and no shares of Class B Common Stock or Holdings Preferred Stock have been issued.


 


(iv) Holdings
has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
The execution, delivery and performance by Holdings of this Agreement has been duly authorized by all necessary corporate action
on the part of Holdings and no other proceedings are necessary to authorize the execution, delivery and performance by Holdings
of this Agreement. This Agreement constitutes a valid and binding agreement of Holdings, enforceable against Holdings in accordance
with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws from time to time in effect relating to creditors’ rights and remedies generally
and general principles of equity.


 


(b)          By the
Purchase Noteholders.     The Purchase Noteholders who have executed this Agreement do hereby severally (not jointly and severally)
represent and warrant to Holdings as follows:


 


(i) This
Agreement has been duly executed by each of the Purchase Noteholders.


 


(ii) The
execution, delivery and performance by the Purchase Noteholders of this Agreement has been duly authorized by all necessary action
on the part of such Purchase Noteholders and no other proceedings are necessary to authorize the execution, delivery and performance
by such Purchase Noteholders of this Agreement.


 


(iii) This
Agreement constitutes a valid and binding agreement of each of the Purchase Noteholders, enforceable against them in accordance
with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws from time to time in effect relating to creditors’ rights and remedies generally
and general principles of equity.


 


(iv) The
Purchase Noteholders are the record and beneficial owner of the Purchase Notes and Holdings Purchase Shares set forth opposite
their respective names in Paragraph C to the Introduction to this Agreement. Such Purchase Noteholders have not (A) sold, transferred,
pledged, hypothecated or assigned any of such Purchase Notes and Holdings Purchase Shares, (B) granted to any other Person any
options, agreements or other rights with respect to such securities, or (C) entered into any agreements with respect to such securities,
other than as set forth in the Stockholders Agreement.


 






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8.            Errata.     The Parties acknowledge
that the Purchase Agreement and Exhibits thereto, including the Purchase Note, the Intercreditor and Subordination Agreement with
the Senior Lender and the share certificate representing the Holdings Purchase Shares (collectively, the “Purchase Documents”)
all referred to Eggluftstein as the “Eggluftstein Trust” when it should have been designated as the “Eggluftstein
Sub Trust.” Accordingly, all Parties hereto do hereby agree that all references in this Agrteement and in all of Purchase
Documents to “Eggluftstein” or “Eggluftstein Trust” shall be and is hereby amended to mean the “Eggluftstein
Sub Trust.”


 


		9.	Miscellaneous.



 


(a) Each of the Purchase
Noteholders who is a Party to this Agreement hereby agrees to vote all of their shares of Class A Common Stock IN FAVOR of the
Origo Merger, and agrees to execute the Voting Agreement in the form of Exhibit B annexed hereto and made a part
hereof (the “Voting Agreement”).


 


(b) Holdings intend
to make the same proposal and offer that is are set forth in this Agreement to other holders of Purchase Notes, excluding the Holdings
Noteholders who are Parties to this Agreement (the “Other Noteholders”). In such connection, in the event and
to the extent such offer is not accepted by any one or more Other Noteholders, such Other Noteholders shall continue to receive
non-voting Class B Common Stock of Holdings or non-voting OAC Shares or non-voting common stock of any other Issuer upon conversion
of their Purchase Notes.


 


(c) In the event that
in connection with the provisions of Section 7(b) above, Holdings shall enter into an agreement with any Other Noteholder that
contains terms that are more favorable to such Other Noteholder(s) than the terms set forth in this Agreement, then this Agreement
shall be, without any further action by the Purchase Noteholders who are Parties to this Agreement, deemed amended and modified
in an economically and legally equivalent manner such that such Holdings Noteholders shall receive the benefit of the more favorable
terms contained in such other agreement.  Notwithstanding the foregoing, Holdings agrees, at its expense, to take such other
actions (such as entering into amendments to this Agreement or any other agreement entered into to give effect to the terms set
forth herein) as the Holdings Noteholders who are Parties to this Agreement may reasonably request to further effectuate the foregoing. .


 


(d) Each of the Parties
shall execute and cause to be delivered to each other such instruments and other documents, and shall take such other actions,
as each may reasonably request for the purpose of carrying out or evidencing the transactions contemplated by this Agreement, including,
provided that such Party is a beneficial owner of five percent (5%) or more of the issued and outstanding shares of capital stock
of the Company at such time, the form of lock-up agreement to be used in connection with the Origo Merger annexed hereto as Exhibit
C and, if applicable, a form of lock-up agreement to be used in connection with a Company Public Offering that is substantially
identical as to terms as set forth in Exhibit C (collectively, the “Lockup Agreement”); provided
that all stockholders or group of stockholders (in accordance with Exchange Act requirements) that, as of immediately prior to
a Conversion Event, beneficially own five percent (5%) or more of the issued and outstanding shares of capital stock of the Company
are bound by and have entered into agreements substantially similar to such Lockup Agreement.


 






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(e) Each Party shall
bear and pay all fees and expenses (including legal fees and accounting fees) that have been incurred or that are incurred by such
party in connection with the transactions contemplated by this Agreement.


 


(f) This Agreement
amends certain of the terms and conditions of the Purchase Agreement and the Purchase Notes with respect to the Parties hereto.
To the extent of any inconsistency between the terms and conditions of the Purchase Agreement or the Purchase Notes and this Agreement,
the provisions of this Agreement shall govern. Except as otherwise modified by the terms and conditions of this Agreement, all
of the terms and conditions of the Purchase Agreement and the Purchase Notes shall remain in full force and effect and shall be
binding on the Parties hereto.


 


(g) Any notice or other
communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly
delivered, given and received: (a) when delivered by hand; or (b) two business days after being sent by registered mail, by courier
or express delivery service or by facsimile, in each case to the address or facsimile telephone number set forth beneath the name
of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice
given to the other parties hereto):


 


If to Holdings:


 


Hightimes Holding Corp.


5514 Wilshire Boulevard


7th floor


Los Angeles, CA 90036


Attention: Adam E. Levin, CEO


Email: adam@hightimes.com


 


with a copy (which shall not
constitute notice) to:


 


CKR Law LLP


1800 Century Park East


14th floor


Los Angeles, CA 90067


Attention: Stephen A. Weiss,
Esq.


Tel: (310) 400-0110


Email: sweiss@ckrlaw.com


 


If to the Purchase
Noteholders who are Parties hereto, at the addresses set forth on Schedule 1 annexed hereto.


 


with a copies (which shall not
constitute notice) to:


 


Schulte Roth & Zabel LLP


919 Third Avenue,


New York, NY 10022


Attn: Marc Weingarten, Esq.


Tel: 212.756.2000


Email: marc.weingarten@srz.com


 






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(h) The bold-faced
and/or underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part
of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.


 


(i) This Agreement
shall be construed in accordance with, and governed in all respects by, the internal laws of the State of New York (without giving
effect to principles of conflicts of laws). Any Legal Proceeding relating to this Agreement or to the enforcement of any provision
of this Agreement may be brought or otherwise commenced in the Court of Chancery of the State of Delaware, the Supreme Court of
the State of New York, any state appellate court therefrom within the States of Delaware, California or New York, or any federal
court located within the States of Delaware, California or New York. The Parties: (i) expressly and irrevocably consent and submit
to the jurisdiction of any such court in connection with any such Legal Proceeding; (ii) agree that service of any process, summons,
notice or document by U.S. mail addressed as set forth in Section 9(g) shall constitute effective service of such process, summons,
notice or document for purposes of any such Legal Proceeding; (iii) agree that the courts of the State of Delaware, California
and New York, as described above, shall be deemed to be a convenient forum; and (iv) agree not to assert (by way of motion, as
a defense or otherwise), in such court, any claim that such Parties is not subject personally to the jurisdiction of such court,
that such Legal Proceeding has been brought in an inconvenient forum, that the venue of such action or proceeding is improper or
that this Agreement or the subject matter of this Agreement may not be enforced in or by such court.


 


(j) This Agreement
shall be binding upon and inure to the benefit of each of the Parties and each of their respective successors and permitted assigns,
if any. No Parties may assign this Agreement or any or all of its rights under this Agreement or delegate any or all of its obligations
under this Agreement, in whole or in part, to any other Person without obtaining the prior written consent of the other Parties
hereto, and any such attempted assignment or delegation without such consent shall be void and of no effect.


 


(k) EACH OF THE PARTIES
TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(l) The rights and
remedies of the Parties shall be cumulative (and not alternative). The Parties agree that, in the event of any breach or threatened
breach by any Parties of any covenant, obligation or other provision set forth in this Agreement, for the benefit of any other
Parties to this Agreement: (a) such other Parties shall be entitled (in addition to any other remedy that may be available to it)
to seek: (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant,
obligation or other provision; and (ii) an injunction restraining such breach or threatened breach; and (b) such other Parties
shall not be required to provide any bond or other security in connection with any such decree, order or injunction or in connection
with any related action or Legal Proceeding.


 


(m) This Agreement
may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall
constitute one agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or email shall
be sufficient to bind the parties to the terms and conditions of this Agreement.


 






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(n) No failure on the
part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party
in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege
or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further
exercise thereof or of any other power, right, privilege or remedy. No Party shall be deemed to have waived any claim arising out
of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right,
privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any
such waiver shall not be applicable or have any effect except in the specific instance in which it is given.


 


(o) This Agreement
may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on
behalf of each of the Parties.


 


(p) In the event that
any provision of this Agreement, or the application of any such provision to any Party or set of circumstances, shall be determined
to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision
to Parties or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall
not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by Law.


 


(q) None of the provisions
of this Agreement are intended to provide any rights or remedies to any Person other than the Parties and their respective successors
and assigns (if any).


 


(r) This Agreement,
the Purchase Agreement, the Exhibits hereto and agreements referred to herein set forth the entire understanding of the Parties
relating to the subject matter hereof and thereof and supersede all prior agreements and understandings among or between any of
the Parties relating to the subject matter hereof and thereof.


 


(s) For purposes of
this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender
shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter
gender shall include the masculine and feminine genders.


 


(t) The Parties agree
that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied
in the construction or interpretation of this Agreement.


 


(u) As used in this
Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms
of limitation, but rather shall be deemed to be followed by the words “without limitation.”


 


(w) Except as otherwise
indicated, all references in this Agreement to “Sections,” and “Exhibits” are intended to refer to Sections
of this Agreement and Exhibits to this Agreement.


 


(x) The rights and
obligations of each Purchase Noteholder under this Agreement are several and not joint with the rights and obligations of the other
Purchase Noteholders, and no Purchase Noteholder shall be responsible in any way for the performance of the obligations of any
other Purchase Noteholder. Nothing contained herein, and no action taken by any Purchase Noteholder pursuant hereto, shall be deemed
to constitute the Purchase Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create
a presumption that the Purchase Noteholders are in any way acting in concert or as a group with respect to such rights or obligations
or the transactions contemplated by this Agreement or any agreement entered into in connection with this Agreement or the Merger
and Holdings acknowledges that the Purchase Noteholders are not acting in concert or as a group with respect to such rights and
obligations. Each Purchase Noteholder shall be entitled to independently protect and enforce its rights, including, without limitation,
the rights arising out of this Agreement, and it shall not be necessary for any other Purchase Noteholder to be joined as an additional
party in any proceeding for such purpose.


 


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LEFT BLANK]


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed and delivered as of the date first written above.


 


	 	HIGHTIMES HOLDING CORP.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Adam E. Levin
	 	Name: Adam E. Levin
	 	Title:   Chief Executive Officer


 


	PURCHASE NOTEHOLDERS:	 
	 	 	 
	/s/ Judith Baker	 
	Judith Baker	 
	 	 	 
	Candlelight Trust	 
	 	 	 
	By:	/s/ Judith Baker	 
	 	Name: Judith Baker	 
	 	Title: Trustee	 
	 	 	 
	Eggluftstein Sub Trust	 
	 	 	 
	By:	/s/ Eggluftstein Sub Trust	 
	 	Name: Colleen Manley	 
	 	Title: Trustee	 
	 	 	 
	Approved Trust 1	 
	 	 	 
	By:	/s/ Colleen Manley	 
	 	Name: Colleen Manley	 
	 	Title: Co-Trustee	 
	 	 	 
	By:	/s/ Jessica Manley	 
	 	Name: Jessica Manley	 
	 	Title: Co-Trustee	 


 






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Schedule 1


 


Purchase Noteholders Contact Information



 


	Stockholder Name	 	Address
	
        Approved Trust 1

        (Colleen Manley and Jessica Manley, Co-Trustees)
	 	
        c/o Goodson Manley Law & Legacies PLLC

        5090 North 40th Street

        Suite 200

        Phoenix, Arizona 85018

        Attn: Colleen Manley

	 	 	 
	
        Egglufstein Sub Trust

        (Colleen Manley, Trustee)
	 	
        c/o Goodson Manley Law & Legacies PLLC,

        5090 North 40th Street

        Suite 200

        Phoenix, Arizona 85018

        Attn: Colleen Manley

	 	 	 
	Judith Baker	 	
        63 11 West Shannon

        Chandler, AZ 85226

	 	 	 
	
        Candlelight Trust

        (Judith Baker, Trustee)
	 	
        63 11 West Shannon

        Chandler, AZ 85226