Exhibit 99.71
APPENDIX B TO NATIONAL INSTRUMENT 41-101
GENERAL PROSPECTUS REQUIREMENTS
ISSUER FORM OF SUBMISSION TO
JURISDICTION AND APPOINTMENT OF
AGENT FOR SERVICE OF PROCESS
1. | Name of issuer (the “Issuer”): Mercer Park Brand Acquisition Corp. (to be renamed Glass House Brands Inc. in connection with its qualifying acquisition of GH Group, Inc.) | |
2. | Jurisdiction of incorporation, or equivalent, of Issuer: British Columbia | |
3. | Address of principal place of business of Issuer: 590 Madison Avenue, 26th Floor, New York, New York, 10022 | |
4. | Description of securities (the “Securities”): Not applicable. Non-offering prospectus. | |
5. | Date of the prospectus (the “Prospectus”) under which the Securities are offered: May 6, 2021 | |
6. | Name of agent for service of process (the “Agent”): 152928 Canada Inc. | |
7. | Address for service of process of Agent in Canada (the address may be anywhere in Canada): 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9 | |
8. | The Issuer designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the “Proceeding”) arising out of, relating to or concerning the distribution of the Securities made or purported to be made under the Prospectus or the obligations of the Issuer as a reporting issuer, and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring such Proceeding. |
9. | The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of |
(a) | the judicial, quasi-judicial and administrative tribunals of each of the provinces and territories of Canada in which the securities are distributed under the Prospectus; and |
(b) | any administrative proceeding in any such province or territory, in any Proceeding arising out of or related to or concerning the distribution of the Securities made or purported to be made under the Prospectus or the obligations of the issuer as a reporting issuer. |
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10. | Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file a new submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before termination of this submission to jurisdiction and appointment of agent for service of process. |
11. | Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file an amended submission to jurisdiction and appointment of agent for service of process at least 30 days before any change in the name or above address of the Agent. |
12. | This submission to jurisdiction and appointment of agent for service of process shall be governed by and construed in accordance with the laws of Ontario. |
[SIGNATURE PAGE FOLLOWS.]
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Dated: May 6, 2021
MERCER PARK BRAND ACQUISITION CORP. | |
(signed) “Louis F. Karger” | |
Signature of Issuer | |
Louis F. Karger | |
Chief Executive Officer | |
Print name and title of signing officer of Issuer |
AGENT
The undersigned accepts the appointment as agent for service of process of Mercer Park Brand Acquisition Corp. under the terms and conditions of the appointment of agent for service of process stated above.
Dated: May 6, 2021
152928 Canada Inc. | |
(signed) “Amanda Linett” | |
Signature of Agent | |
Amanda Linett, Vice President | |
Print name of person signing and, if Agent is not an individual, the title of the person |
APPENDIX C TO NATIONAL INSTRUMENT 41-101
GENERAL PROSPECTUS REQUIREMENTS
NON-ISSUER FORM OF SUBMISSION TO
JURISDICTION AND APPOINTMENT OF
AGENT FOR SERVICE OF PROCESS
1. | Name of issuer (the “Issuer”): |
Mercer Park Brand Acquisition Corp. (to be renamed Glass House Brands Inc. in connection with its qualifying acquisition of GH Group, Inc.)
2. | Jurisdiction of incorporation, or equivalent, of Issuer: |
British Columbia
3. | Address of principal place of business of Issuer: |
590 Madison Avenue, 26th Floor, New York, New York, 10022, USA
4. | Description of securities (the “Securities”): |
Not applicable as the prospectus is a non-offering prospectus.
5. | Date of the prospectus (the “Prospectus”) under which the Securities are offered: |
May 6, 2021
6. | Name of person filing this form (the “Filing Person”): |
Macias Gini & O’Connell, LLP
7. | Filing Person’s relationship to Issuer: |
U.S. Auditor
8. | Jurisdiction of incorporation, or equivalent, of Filing Person, if applicable, or jurisdiction of residence of Filing Person: |
700 South Flower Street, Suite 800, Los Angeles, CA 90017
9. | Address of principal place of business of Filing Person: |
700 South Flower Street, Suite 800, Los Angeles, CA 90017
10. | Name of agent for service of process (the “Agent”): |
152928 Canada Inc.
11. | Address for service of process of Agent in Canada: |
5300 Commerce Court West, 199 Bay Street, Toronto, ON, Canada M5L 1B9
12. | The Filing Person designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the “Proceeding”) arising out of, relating to or concerning the distribution of the Securities made or purported to be made under the Prospectus, and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring the Proceeding. |
13. | The Filing Person irrevocably and unconditionally submits to the non-exclusive jurisdiction of: |
(a) | the judicial, quasi-judicial and administrative tribunals of each of the provinces and territories of Canada in which the Securities are distributed under the Prospectus; and |
(b) | any administrative proceeding in any such province or territory, in any Proceeding arising out of or related to or concerning the distribution of the Securities made or purported to be made under the Prospectus. |
14. | Until six years after completion of the distribution of the Securities made under the Prospectus, the Filing Person shall file a new submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before termination of this submission to jurisdiction and appointment of agent for service of process. |
15. | Until six years after completion of the distribution of the Securities under the Prospectus, the Filing Person shall file an amended submission to jurisdiction and appointment of agent for service of process at least 30 days before a change in the name or address of the Agent. |
16. | This submission to jurisdiction and appointment of agent for service of process shall be governed by and construed in accordance with the laws of British Columbia. |
[signature pages follow]
Dated and signed: May 6, 2021 | ||
By: | (signed) “Macias Gini & O’Connell, LLP” | |
Name: Macias Gini & O’Connell, LLP | ||
Title: Auditor |
AGENT
The undersigned accept the appointment as agent for service of process of Macias Gini & O’Connell, LLP under the terms and conditions of the appointment of agent for service of process stated above.
Dated: May 6, 2021
152928 Canada Inc. | |||
By: | (signed) “Amanda Linett” | ||
Name: | Amanda Linett | ||
Title: | Vice President |