Full Press Release Details
| Dated February 18, 2026 |
| Share Sale and Purchase Agreement regarding Shares in Sanity Group GmbH |
| Hogan Lovells International LLP Karl-Scharnagl-Ring 5, 80539 Munich |
Certain portions of this exhibit have been redacted as they are both not material and are of the type of information that the Company treats as private or confidential. Redacted information is denoted by " * " in this exhibit. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
1087932 4145-1577-4817 v32 Hogan Lovells
Share Sale and Purchase Agreement
regarding Sanity Group GmbH
- hereinafter Seller (1) or Founder (1) Vehicle -
- hereinafter Seller (2) or Founder (2) Vehicle -
- Founder (1) Vehicle and Founder (2) Vehicle are hereinafter individually referred to as a Founder Vehicle and collectively referred to as the Founder Vehicles -
- hereinafter Seller (3) -
- hereinafter Seller (4) -
- hereinafter Seller (5) -
- hereinafter Seller (6) -
- hereinafter Seller (7) -
- hereinafter Seller (8) -
- hereinafter Seller (9) -
- hereinafter Seller (10) -
- hereinafter Seller (11) -
- hereinafter Seller (12) -
1087932 4145-1577-4817 v32 Hogan Lovells
- hereinafter Seller (13) -
- hereinafter Seller (14) -
- hereinafter Seller (15) -
- hereinafter Seller (16) -
- hereinafter Seller (17) -
- hereinafter Seller (18) -
- hereinafter Seller (19) -
- hereinafter Seller (20) -
- hereinafter Seller (21) -
- hereinafter Seller (22) -
- hereinafter Seller (23) -
- hereinafter Seller (24) -
- hereinafter Seller (25) -
- hereinafter Seller (26) -
- hereinafter Seller (27) -
- hereinafter Seller (28) or Trustee -
- hereinafter Seller (29) -
- hereinafter Seller (30) -
- hereinafter Seller (31) -
- hereinafter Seller (32) -
- hereinafter Seller (33) -
- hereinafter Seller (34) -
- hereinafter Seller (35) -
- hereinafter Seller (36) -
- Seller (1) through Seller (36) are hereinafter individually referred to as a Seller and collectively referred to as the Sellers -
- * are hereinafter individually referred to as a Trustor and collectively referred to as the Trustors -
- hereinafter Founder (1) -
- hereinafter Founder (2) -
- Founder (1) and Founder (2) are hereinafter individually referred to as a Founder and collectively referred to as the Founders -
- Sellers, Trustors and Founders are hereinafter individually referred to as a Sellers' Party and collectively referred to as the Sellers' Parties -
(43)Organigram Global Inc. (formerly Organigram Holdings Inc), a corporation under the laws of Canada, with registered seat in Moncton, New Brunswick, registered with Canada's Business Registries under Business Number 804424059RC0001,
- hereinafter Parent -
(44)Blitz 25-645 GmbH, a limited liability company under the laws of Germany, registered with the commercial register of the local court of Munich, under HRB 308060, business address Maximiliansplatz 17, c o Blitzstart Holding GmbH, 80333 Munich, Germany,
- hereinafter German Holdco -
(45)Blitz 25-646 GmbH, a limited liability company under the laws of Germany, registered with the commercial register of the local court of Munich, under HRB 308046, business address Maximiliansplatz 17, c o Blitzstart Holding GmbH, 80333 Munich, Germany,
- hereinafter Purchaser -
- Parent, German Holdco and Purchaser are hereinafter individually referred to as a OGI Party and collectively referred to as the OGI Parties -
(46)Sanity Group GmbH, limited liability company under the laws of Germany, registered with the commercial register of the local court of Charlottenburg, under HRB 206368 B, business address J gerstra e 28-31, 10117 Berlin, Germany
- hereinafter the Company -
- Sellers, Trustors, OGI Parties, Founders and Company are hereinafter individually referred to as a Party and collectively referred to as the Parties , whereas (i) the Founders shall solely become a Party to this Agreement for the purpose of Sections 1.4(b), 8.2, 10, 23, 24.1, 25, 26.1 and 28 and (ii) Founder (1) in addition shall also become a Party to this Agreement for the purpose of Section 21 -
1. SALE AND TRANSFER OF SALE SHARES 4
3. Fixed Purchase Price 8
4. Effective Date Accounts 12
7. Sellers' Organigram Shares 30
8. Liquidation Seller (3) 31
9. Amendment of CLA 31
10. Termination of Shareholders' and Framework Agreement 32
11. Pre-Closing Covenants 32
12. Closing Conditions 39
14. Warranties of the Sellers 45
16. Special Sellers' Indemnities 55
17. Limitations to Seller's Liability 56
18. Warranties of the Purchaser 58
19. Tax Warranties Indemnity and Tax Matters 59
20. Confidentiality, Announcements and Press Releases 67
21. Non-Competition and related Covenants 69
22. Additional Financing 71
25. Sellers' Representative 73
26. Agent for Service 73
27. Default Interest 74
28. Miscellaneous 74
29. Definitions and Interpretation 76
Accelerated Earn-Out Payment 29
Accounting Principles 13
Adjustment Payment Date 16
Applicable Accounting Principles 13
Applicable Law(s) 76
BAT Earn-Out Portion 23
Beneficiar(y ies) 76
Breach Notification 50
Breach of a Tax Warrant(y ies) 62
Bring Down Closing Condition I 40
Bring Down Declaration 46
Bring Down Disclosure 46
Business Warrant(y ies) 45
Cash Consideration 9
Cash Consideration Deduction Amount 9
CLA Earn-Out Adjustment Amount 2
Closing Conditions 39
Closing Memorandum 44
Closing Payment Entitlement(s) 9