Item 1.01 Entry into a Material Definitive Agreement.





Asset Purchase Agreement
On December 31, 2021 (the "Closing Date"), Emerald X, LLC ("Emerald"), a wholly
owned subsidiary of Emerald Holding, Inc. (the "Company") entered into an asset
purchase agreement (the "Asset Purchase Agreement") with Anne Holland Ventures
Inc., a Rhode Island corporation ("AHV" or the "Seller"), and solely for limited
purposes thereof, Cassandra Farrington and Anne Hills Holland (the
"Principals"), pursuant to which Emerald purchased substantially all of the
assets of AHV related to or associated with the business known and operated as
MJBiz, including the annual tradeshow MJBizCon and all other events,
publications and content offerings of the business. Emerald used cash available
on its balance sheet to fund the aggregate base purchase price of $120,000,000,
subject to further adjustment for net working capital, certain retention bonus
payments and transaction expenses. Under the Asset Purchase Agreement, Emerald
has agreed to pay an additional amount, based on the performance of the acquired
business, as earn-out consideration (the "Contingent Payment") in March 2023.
The Contingent Payment, if any, will be an amount equal to: (i)  the EBITDA
growth of the acquired business (calculated as an amount equal to the Average
MJBiz EBITDA (as defined in the Asset Purchase Agreement) minus $13,000,000)
mulitiplied by (ii) 9.3.
The Asset Purchase Agreement contains customary representations, warranties, and
indemnification provisions. Certain of the representations and warranties of the
parties contained in the Asset Purchase Agreement will survive until the
twenty-four month anniversary of the Closing Date. The Seller's liability for
breach of the representations and warranties in the Asset Purchase Agreement is
partially secured by a $12,000,000 escrow for twelve months following the
Closing Date as well as a right of offset against the Contingent Payment. In
addition, the parties have agreed to indemnifications that are customary for
transactions of this nature. The Principals have agreed to non-compete,
non-solicitation, non-hire and non-disparagement provisions for a period of five
years from the Closing Date.
The foregoing description of the Asset Purchase Agreement does not purport to be
complete and is qualified in its entirety by the full text of the agreement,
which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. Item 7.01 Regulation FD Disclosure.




A copy of the press release announcing the Company's execution of the Asset
Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
The information disclosed pursuant to this Item 7.01 (including Exhibit 99.1)
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to
the liability of that section and shall not be incorporated by reference into
any registration statement or other document filed under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in any such filing.
Cautionary Note Regarding Forward Looking Statements
The information disclosed in this Current Report on Form 8-K includes certain
forward-looking statements regarding the future performance of the acquired
business. These statements are based on management's current expectations which,
although believed to be reasonable, are inherently uncertain. These statements
involve risks and uncertainties including, but not limited to, Emerald's ability
to successfully integrate the acquired business's operations; the expected
levels of the acquired business's revenue and profitability growth; and
economic, competitive, governmental and regulatory factors outside of the
Company's control that may cause its business, industry, strategy, financing
activities or actual results to differ materially. See "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in the Company's most
recently filed periodic reports on Form 10-K and Form 10-Q and subsequent
filings. The Company undertakes no obligation to update or revise any of the
forward-looking statements contained herein, whether as a result of new
information, future events or otherwise.

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Item 9.01 Financial Statements and Exhibits.




(a) Financial Statements of Businesses Acquired.
The Company will file the financial statements required to be filed by this Item
9.01(a) not later than seventy-one (71) calendar days after the date on which
this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The Company will file the financial information required to be filed by this
Item 9.01(b) not later than seventy-one (71) calendar days after the date on
which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.

Exhibit No. Description


  2.1*        Asset Purchase Agreement, dated December 31, 2021, by and among
            Emerald X, LLC, Anne Holland Ventures Inc. and solely for limited
            purposes thereof, Cassandra Farrington and Anne Hills Holland.
  99.1        Press Release of the Company, issued January 4, 2022.

104 Cover Page Interactive Data File (embedded within the inline XBRL


            document)

*Exhibits and schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibit or schedule so furnished.

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