With the execution of this Agreement, Buyer is entering into a stock purchase agreement (the “ No.Cal SPA”) to The Sellers based on their percentage interest in such Company.Īnd the Sellers desire to sell to Buyer, for each Company: (i) all of the outstanding common units held by each Seller and (ii) the outstanding Of the outstanding equity interests in the Company and (iii) a 15% unsecured promissory note from the Company to the Sellers, owned by Representing 49.9% of the outstanding equity interests in the Company, (ii) 50.1 three percent (3%) preferred units, representing 50.1% The trade name “The Apothecarium” (collectively, the “ Business”) Ĭollectively own 100% of the issued and outstanding equity of the Companies, which, for each Company consists of (i) 49.9 common units, In the business of selling, and dispensing cannabis and cannabis-related products, accessories and branded merchandise in California under State of California, as agent for the Sellers (the “ Sellers’ Agent”). Incorporated under the Business Corporations Act (Ontario) (“ Parent”), WDB Holding CA, Inc., a DelawareĬorporation and wholly-owned subsidiary of Parent (“ Buyer”), and Michael Thomsen, an individual residing in the The holders of the outstanding securities of each of the Companies set forth on the Schedule of Sellers attached hereto as ExhibitĪ (each a “ Seller” and collectively the “ Sellers”), TerrAscend Corp., a corporation

(RHMT, Deep Thought and Howard Street are each a “ Company” and collectively the “ Companies”), Thought”), and Howard Street Partners, LLC, a California limited liability company (“ Howard Street”)

Limited liability company (“ RHMT”), Deep Thought, LLC, a California limited liability company (“ Deep Agreement (this “ Agreement”), dated as of February 10, 2019, is entered into by and among RHMT, LLC, a California

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