Hightimes Holding Corp. entered into a contingent stock purchase agreement to acquire Mountain High Recreation, Inc. from Chelsea Cordoba and Kenneth Cordoba for $2.8 million on June 23, 2020. From the consideration of $2.8 million, $0.1 million will be paid in cash and the balance by delivery of 245,455 shares of Hightimes Common Stock, which upon consummation of Hightimes’ previously announced contemplated 11-for-1 stock split will become 2.7 million shares. On the date of closing, Hightimes shall deduct from the closing date common stock and retain an aggregate of 0.54 million shares of Hightimes common stock to be held in trust by Hightimes for a period of up to 12 months from the closing date, subject to extention. In addition, for a period of 18 months following the closing, Hightimes agreed to pay to the current stockholders of Mountain High a 3% royalty on the net sales price of all cannabis and related cannabis products sold and delivered by Mountain High, up to a maximum amount of royalty payments not to exceed $0.2 million. At closing, Kenneth Cordoba and Chelsea Cordoba will enter into two-year employment agreements with Mountain High. Kenneth Cordoba and Chelsea Cordoba will join as President and Vice President of the Hightimes Holding Corp. Consummation of the acquisition of Mountain High is subject to satisfaction of certain conditions, including Hightimes obtaining the approval from Hightimes’ senior secured lender and approvals of Bureau of Cannabis Control of the State of California as well as the City of Sacramento, California where Mountain High is located, to the change of ownership of Mountain High and the employment agreements duly executed by each of Chelsea Cordoba and Kenneth Cordoba. The closing date be shall not be later than September 30, 2020 unless such outside closing date shall be extended by mutual agreement of the parties. Stephen A. Weiss from Michelman & Robinson, LLP acted as a legal advisor for Hightimes Holding Corp. and Jasun Molinelli from Hanson Bridgett LLP acted as a legal advisor for Mountain High Recreation, Inc.