REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 3rd, 2022 • Very Good Food Co Inc. • Food and kindred products
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2022 • Very Good Food Co Inc. • Food and kindred products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 30, 2022, between The Very Good Food Company Inc., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT THE VERY GOOD FOOD COMPANY INC.Very Good Food Co Inc. • June 3rd, 2022 • Food and kindred products
THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 2, 2022 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from The Very Good Food Company Inc., a British Columbia corporation (the “Company”), up to 19,400,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON SHARE PURCHASE WARRANT THE VERY GOOD FOOD COMPANY INC.Common Share Purchase Warrant • October 15th, 2021 • Very Good Food Co Inc. • Food and kindred products • New York
THIS COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October [__], 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (Eastern time) on October [__], 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from The Very Good Food Company Inc., a corporation existing under the Business Corporations Act (British Columbia) (the “Company”), up to [•] common shares in the capital of the Company (the “Common Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2021 • Very Good Food Co Inc. • Food and kindred products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 15, 2021, and is between The Very Good Food Company Inc., a corporation existing under the Business Corporations Act (British Columbia) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
THE VERY GOOD FOOD COMPANY INC. as Issuer, as U.S. Trustee and as Canadian Trustee Indenture Dated as of [__________]Very Good Food Co Inc. • October 5th, 2021 • New York
INDENTURE, dated as of ____________, between THE VERY GOOD FOOD COPMANY INC., a corporation existing under the Business Corporations Act (British Columbia) (herein called the “Company”), having its principal office at 2748 Rupert Street, Vancouver, British Columbia, V5M 3T7, Canada, and ____________, a ____________, organized under the laws of ____________, as U.S. trustee (herein called the “U.S. Trustee”), and ____________, a ____________, organized under the laws of ____________, as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”).
The Very Good Food Company Inc.Very Good Food Co Inc. • October 15th, 2021 • Food and kindred products • New York
LOAN AGREEMENT DATED AS OF JUNE 7, 2021 BETWEEN WAYGAR CAPITAL INC., AS AGENT FOR NINEPOINT CANADIAN SENIOR DEBT MASTER FUND L.P. AS LENDER AND THE VERY GOOD FOOD COMPANY INC. AS BORROWER AND THE GUARANTORS PARTY HERETOLoan Agreement • August 8th, 2022 • Very Good Food Co Inc. • Food and kindred products • British Columbia
THIS LOAN AGREEMENT is dated as of June 7, 2021 and agreed to by and between The Very Good Food Company Inc. (“Borrower”), each other Credit Party executing this Agreement, and Waygar Capital Inc., as agent for Ninepoint Canadian Senior Debt Master Fund L.P. (“Lender”).
Form of Lock Up AgreementLock Up Agreement • October 15th, 2021 • Very Good Food Co Inc. • Food and kindred products • New York
Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until ninety (90) days following the Closing Date (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of
INDUSTRIAL LEASEVery Good Food Co Inc. • August 8th, 2022 • Food and kindred products • British Columbia
