Exhibit 4.3


 


AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF
MERGER


 


THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
(this “Amendment”) is made as of June 28, 2021, by and among the Persons listed as “Sellers” on the
signature page hereto (the “Sellers”), Kyle D. Kazan, as the representative of the Sellers, GH Group, Inc.,
a Delaware corporation (the “Company”), Graham Farrar, an individual, Kyle D. Kazan, an individual, MPB Acquisition
Corp., a Nevada corporation (“Buyer”), MBP Mergersub Corp, a Delaware corporation (“Merger Sub”),
and Mercer Park Brand Acquisition Corp., a British Columbia corporation. Each of the foregoing is referred to herein as a “Party”
and, collectively, as the “Parties.”


 


WHEREAS, the Parties are party to that certain
Agreement and Plan of Merger, dated as of April 8, 2021, as amended by the Amendment No. 1 to Agreement and Plan of Merger dated
June 18, 2021 (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company
with the Company surviving such merger as a subsidiary of Buyer;


 


WHEREAS, Section 10.10 of the Merger Agreement
provides that the Merger Agreement may only be amended in a writing executed by the Parties.


 


WHEREAS, the Parties desire and agree to amend
certain terms set forth in the Merger Agreement on the terms and conditions contained herein; and


 


WHEREAS, capitalized terms used but not otherwise
defined herein shall have the meaning assigned to such terms in the Merger Agreement.


 


NOW, THEREFORE, in consideration of the mutual
covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged,
the Parties, intending to be legally bound, mutually agree as follows:


 


	 	1.	Section 1.1(n) of the Merger Agreement shall be deleted in its entirety and replaced with the following:




 


““Closing
Merger Consideration” means that number of Buyer Exchangeable Shares having a value equal to the following: (i) the Purchase
Price, as adjusted in accordance with Section 2.18; minus (ii) the amount of Indebtedness of the Acquired Companies as
of 11:59 p.m. Eastern Time on the date immediately preceding the Closing Date (the “Closing Indebtedness”), plus
(iii) the amount of Cash of the Acquired Companies as of 11:59 p.m. Eastern Time on the date immediately preceding the Closing
Date (the “Company Closing Cash”), plus (iv) the amount (if any) by which Working Capital exceeds the Working
Capital Target, minus (v) the amount (if any) by which the Working Capital Target exceeds Working Capital, minus (vi) the
number of shares of Series A Preferred Stock outstanding as of immediately prior to the Closing multiplied by $1.27 plus all accrued
and unpaid dividends on such Series A Preferred Stock, minus (vii) the net value of the Assumed Options. For the purposes
of this Agreement, each Buyer Exchangeable Share shall be deemed to have a value of Ten Dollars ($10.00) at the Closing.”.


 






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	 	2.	Section 2.14 of the Merger Agreement shall be deleted in its entirety and replaced with the following:




 


“2.14. Exchange
Rights, Coattail, Lockup and Registration Rights Agreements. As a condition to the issuance of Buyer Exchangeable Shares and the
closing of the transactions contemplated under this Agreement: (a) the Sellers’ Representative, on behalf of the Company
Shareholders, must enter into an exchange rights agreement substantially in the form attached hereto as Exhibit F
setting forth the rights and obligations of the Buyer Exchangeable Shares (collectively, the “Exchange Rights
Agreement”), (b) the Lock-Up Holders must enter into a lockup agreement, substantially in the form attached hereto as Exhibit G,
pursuant to which 50% of the Buyer Exchangeable Shares issued to the Lock-Up Holders will be subject to a six (6) month lock-up
period and the remaining 50% of the Buyer Exchangeable Shares issued to the Lock-Up Holders will be issued and be subject to a
twelve (12) month lock-up period (collectively, the “Lockup Agreement”); and (c) the MVS Holders must enter
into a Coattail Agreement, substantially in the form attached hereto as Exhibit H (the “Coattail
Agreement”). At Closing, the Sponsor and the Lock-Up Holders shall be granted registration rights by the SPAC as set out
in a registration rights agreement substantially in the form attached hereto as Exhibit I (the “Registration
Rights Agreement”).”


 


	 	3.	Section 2.6(b)(i) of the Merger Agreement shall be deleted in its entirety and replaced with the following:




 


	 	“(b)	Treatment of Company Stock.




 


(i)            Each
share of Company Common Stock (collectively, the “Shares”) issued and outstanding immediately prior to the Effective
Time (other than (x) Shares to be cancelled and retired in accordance with Section 2.6(a), and (y) Dissenting Shares) shall
be converted into the right to receive the Per Share Merger Consideration. Subject to Section 2.9(i), the Per Share Merger Consideration
to be issued pursuant to this Article 2 shall be in the form of Buyer Exchangeable Shares rounded up to the nearest whole Buyer Exchangeable
Share. The Per Share Merger Consideration shall be allocated among the Company Shareholders in the proportions set forth in the Merger
Consideration Spreadsheet, subject to adjustment in accordance with the terms of Section 2.18.”


 


4.            A
new Section 1.1(jjj) shall be added to the Merger Agreement which reads as follows, and all other subsections of Section 1.1
of the Merger Agreement shall be renumbered accordingly:


 


“Lock-up
Holders” means, collectively:


 


		(i)	Graham S. Farrar 2000 Living Trust dated February 2, 2000;



 


		(ii)	The Sara A. Farrar 2021 Gift Trust dated March 4, 2021;



 


		(iii)	The Graham S. Farrar 2021 Generational Trust dated March 4, 2021;



 


		(iv)	Inspiration Point Partners, LLC;



 


		(v)	Jocelyn Rosenwald;



 


		(vi)	Rosenwald Capital Management;



 


		(vii)	Jocelyn May Rosenwald Trust;



 


		(viii)	The Entrust Group Inc. FBO Kyle D. Kazan;



 


		(ix)	Reposition Investments LLC;



 












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	 	(x) 	Rosenwald Family Trust (or James B. Rosenwald III and Laura Parker Rosenwald Family Trust Dated December 18, 1997, as amended and
       restated August 18, 2009);




 


	 	(xi) 	Kris Hulgreen;




 


		(xii)	PENSCO Trust Company FBO Kris Hulgreen



 


		(xiii)	Kings Bay Investment Company Ltd.; and



 


		(xiv)	Millennium Trust Company LLC, Custodian FBO Rosenwald Partners, L.P.



 


		5.	Section 1.1(ooo) of the Merger Agreement shall be deleted in its entirety and replaced with the following:



 


“MVS
Holders” means, collectively, (i) Kyle D. Kazan, (ii) Rosenwald Capital Management, Inc., (iii) James Benno
Rosenwald IV Trust dated December 18, 1997, (iv) Jocelyn May Rosenwald Trust dated December 18, 1997, (v) Jocelyn
Rosenwald, (vi) James B. Rosenwald III and Laura Parker Rosenwald Family Trust dated December 18, 1997, as amended and rested
August 18, 2009, (vii) Graham S. Farrar 2000 Living Trust, (viii) Inspiration Point Partners, LLC and (ix) Kris Hulgreen.


 


6.            This
Amendment shall be construed, interpreted and the rights of the Parties determined in accordance with the laws of the State of Delaware,
without regard to principals of conflicts of law.


 


7.            Except
to the extent herein expressly modified by the foregoing provisions of this Amendment, the Merger Agreement is hereby ratified and confirmed
in all respects.


 


8.            This
Amendment may be executed by electronic signatures and in any number of counterparts with the same effect as if all signatory parties
had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.


 


[Signature page follows]


 












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IN WITNESS WHEREOF, each of the parties hereto
has caused this Amendment to be duly executed and delivered in its name and on its behalf, all as of the day and year first above written.


 


	 	SELLERS:
	 	   
	 	THE ENTRUST GROUP INC. FBO KYLE D. KAZAN
	 	   
	 	 	By:	(signed) Kyle D. Kazan
	 	 	Name:   Kyle D. Kazan
	 	 	Title:   Authorized Signatory
	 	   
	 	JOCELYN MAY ROSENWALD TRUST
    DATED DECEMBER 18, 1997
	 	   
	 	 	By:	(signed) Jill Rosenwald
	 	 	Name:   Jill Rosenwald
	 	 	Title:   Co-Trustee
	 	   
	 	 	By:	(signed) Walter Parker
	 	 	Name:   Walter Parker
	 	 	Title:   Co-Trustee
	 	   
	 	(signed) Jocelyn Rosenwald
	 	Jocelyn Rosenwald
	   	 
	 	GRAHAM S. FARRAR 2000 LIVING TRUST
    ESTABLISHED FEBRUARY 2, 2000
	 	   
	 	 	By:	(signed) Graham Farrar
	 	 	Name:   Graham Farrar
	 	 	Title:  Trustee




   


[Signature page to Amendment No. 2 to
Agreement and Plan of Merger]


 









     


     


    

 


	 	SELLERS’ REPRESENTATIVE:
	 
	 	(signed) Kyle D. Kazan
	 	KYLE D. KAZAN
	 
	 	COMPANY:
	 
	 	GH GROUP, INC.
	 
	 	By: 	(signed) Kyle D. Kazan
	 	Name:   Kyle D. Kazan
	 	Title:   Chief Executive Officer


 


[Signature page to Amendment No. 2 to
Agreement and Plan of Merger]


 









     


     


    

 


	 	(signed) Graham Farrar
	 	Graham Farrar
	 
	 	(signed)
    Kyle D. Kazan
	 	Kyle D. Kazan


 


[Signature page to Amendment No. 2 to
Agreement and Plan of Merger]


 









     


     


    

 


	 	BUYER:
	 	 
	 	MPB ACQUISITION CORP.
	 	 
	 	By:	(signed) Louis Karger
	 	Name: Louis Karger
	 	Title: President
	 	 
	 	MERGER SUB:
	 	 
	 	MPB MERGERSUB CORP.
	 	 
	 	By:	(signed) Louis Karger
	 	Name: Louis Karger
	 	Title: President
	 	 
	 	SPAC:	 
	 	 
	 	MERCER PARK BRAND ACQUISITION CORP.
	 	 
	 	 
	 	By:	(signed) Louis Karger
	 	Name: Louis Karger
	 	Title: Chief Executive Officer


 


[Signature page to Amendment No. 2 to
Agreement and Plan of Merger]