Standard Contracts
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 30th, 2023 • Village Farms International, Inc. • Agricultural production-crops • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 2023, between Village Farms International, Inc., a corporation continued under the laws of the Province of Ontario (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF COMMON SHARE PURCHASE WARRANT VILLAGE FARMS INTERNATIONAL, INC.Common Share Purchase Warrant • January 30th, 2023 • Village Farms International, Inc. • Agricultural production-crops
THIS 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 July [__], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July [__], 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Village Farms International, Inc., a corporation continued under the laws of the Province of Ontario (the “Company”), up to [______] common shares, without par value (the “Common Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant is one of the Common Share Purchase Warrants (the “Warrants”) issued pursuant to (i) that certain Securities Purchase Agreement, dated as of January [__], 2023 (the “Subscription Date”) by and between the Company and investors party thereto, (ii) the Company’s Registra
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 10th, 2020 • Village Farms International, Inc. • Agricultural production-crops • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Village Farms International, Inc., a Canadian corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares (the “Shares”) of the Company’s Common Shares, no par value (the “Common Shares”) and (ii) warrants, each to purchase one-half (0.5) Common Shares (the “Warrants” and together with the Shares, the “Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.”). The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchase
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 20th, 2021 • Village Farms International, Inc. • Agricultural production-crops • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 15, 2021, between Village Farms International, Inc., a Canadian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT as Lenders - and - BANK OF MONTREAL as Administrative Agent - and - BANK OF MONTREAL as Lead Arranger and Sole Bookrunner FIRST AMENDED AND RESTATED CREDIT AGREEMENT March 30, 2020Credit Agreement • March 16th, 2021 • Village Farms International, Inc. • Agricultural production-crops • British Columbia
UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2020 • Village Farms International, Inc. • Agricultural production-crops • Ontario
Beacon Securities Limited (“Beacon” or the “Underwriter”), as lead underwriter and sole bookrunner, hereby offers and agrees to purchase, on an “underwritten deal” basis in the Qualifying Jurisdictions (as defined herein) from Village Farms International, Inc. (the “Company”), and the Company hereby agrees to issue and sell to the Underwriter an aggregate of 3,125,000 common shares (the “Initial Shares”) in the capital of the Company at the purchase price of $3.20 per Initial Share (the “Issue Price”), for aggregate gross proceeds of $10,000,000, upon and subject to the terms and conditions contained herein (the “Offering”). After a reasonable effort has been made to sell all of the Offered Shares at the Issue Price, the Underwriter may subsequently reduce the selling price to investors from time to time, provided that any such reduction in the Issue Price shall not affect the aggregate gross proceeds less Underwriter’s Fees (as defined herein) payable to the Company.
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • January 30th, 2023 • Village Farms International, Inc. • Agricultural production-crops • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“AGP”) as co-lead placement agent, and Cantor Fitzgerald & Co. (“Cantor”) as co-lead placement agent (each of AGP and Cantor a “Placement Agent” and collectively the “Placement Agents”) and Village Farms International, Inc., a corporation continued under the laws of the Province of Ontario (the “Company”), that the Placement Agents shall serve as the exclusive co-placement agents for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of the Company’s Common Shares, no par value (the “Common Shares” and the Common Shares to be sold pursuant to the Placement, the “Shares”) and warrants to purchase Common Shares (the “Warrants” and together and the Shares, the “Securities”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 20th, 2021 • Village Farms International, Inc. • Agricultural production-crops • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners and Raymond James (USA) Ltd., each as co-lead placement agent, and Roth Capital Partners, as co-placement agent (each a “Placement Agent” and collectively the “Placement Agents”) and Village Farms International, Inc., a Canadian corporation (the “Company”), that the Placement Agents shall serve as the exclusive lead co-placement agents for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of the Company’s Common Shares, no par value (the “Common Shares” and the Common Shares to be sold pursuant to the Placement, the “Shares” or “Securities”). The Securities actually placed by the Placement Agents are referred to herein as the “Placement Agent Securities”). The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitute
ContractOption to Lease Agreement • April 1st, 2020 • Village Farms International, Inc. • Agricultural production-crops • Ontario
Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. Such excluded information has been marked with [Redacted: Commercially Sensitive Information].
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 19th, 2024 • Village Farms International, Inc. • Agricultural production-crops • Florida
This Agreement (the “Agreement”) is entered into by and between Village Farms International, Inc. (the “Company”), a corporation incorporated under the Canada Business Corporation Act, and Michael A. DeGiglio (the “Executive”) effective August 15, 2024 (the “Effective Date”). The Company and the Executive are referred to herein collectively as “Parties” and individually as “Party.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among VILLAGE FARMS INTERNATIONAL, INC., BALANCED HEALTH BOTANICALS, LLC AND THE MEMBERS OF BALANCED HEALTH BOTANICALS, LLC AS SET FORTH ON SCHEDULE A Dated August 16, 2021Membership Interest Purchase Agreement • March 14th, 2022 • Village Farms International, Inc. • Agricultural production-crops • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is entered into on August 16, 2021, by and among Village Farms International, Inc. a Canadian federal corporation (“Buyer”), Balanced Health Botanicals, LLC, a Colorado limited liability company (the “BHB”), and the members of BHB as set forth on Schedule A hereto (each a “Seller” and, collectively, the “Sellers”). Buyer, BHB, and each Seller are referred to collectively herein as the “Parties” and individually as a “Party”. Unless otherwise expressly set forth herein, the capitalized terms used herein shall have the definitions set forth in ARTICLE 9.
DELTA 2 - OPTION TO LEASE AGREEMENT VILLAGE FARMS INTERNATIONAL, INC. – and – VILLAGE FARMS CANADA LIMITED PARTNERSHIP – and – 1121371 B.C. LTD. – and – EMERALD HEALTH BOTANICALS INC. Dated: June 6, 2017Option to Lease Agreement • December 17th, 2018 • Village Farms International, Inc. • Agricultural production-crops • Ontario
WHEREAS Village Farms is the registered owner of the lands described in Schedule “A” attached hereto (the “Lands”) and VFCLP is the registered owner of the greenhouses and other structures and improvements located on the Lands (the “Greenhouses”);
SHAREHOLDERS AGREEMENTShareholders Agreement • April 1st, 2020 • Village Farms International, Inc. • Agricultural production-crops • Ontario
EMERALD HEALTH THERAPEUTICS INC., a corporation existing under the laws of the Province of British Columbia (“Emerald Therapeutics”)
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2024 • Village Farms International, Inc. • Agricultural production-crops • Florida
This Employment Agreement (the “Agreement”) is entered into by and between Village Farms, L.P., a Delaware limited partnership (the “Company”); and Sam Gibbons (the “Executive”) effective September 3, 2024 (the “Effective Date”). The Company and the Executive are referred to herein collectively as “Parties” and individually as “Party.”
PURE SUNFARMS CORP.Credit Agreement • March 16th, 2021 • Village Farms International, Inc. • Agricultural production-crops • British Columbia
Specific Permitted Liens Intellectual Property Material Agreements Labour Agreements Environmental Matters Litigation
FIRST SUPPLEMENTAL CREDIT AGREEMENTFirst Supplemental Credit Agreement • March 16th, 2021 • Village Farms International, Inc. • Agricultural production-crops
AThe Borrower, the named Lenders and the Agent entered into a first amended and restated credit agreement dated as of March 30, 2020 (the "Credit Agreement'') concerning credit facilities made available by the Lenders to the Borrower as therein defined {the •credit Facilities");
ContractFourth Amended and Restated Credit Agreement • May 10th, 2023 • Village Farms International, Inc. • Agricultural production-crops • British Columbia
INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
Credit AgreementCredit Agreement • April 1st, 2020 • Village Farms International, Inc. • Agricultural production-crops • British Columbia
Farm Credit Canada (“FCC” or “us” or "we" or "our") agrees to extend a credit facility to Village Farms Canada Limited Partnership (“you” or “your” or “Borrower”) in the principal amount of $58,000,000USD (the “Loan”).
ContractSettlement Agreement • April 1st, 2020 • Village Farms International, Inc. • Agricultural production-crops • British Columbia
Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. Such excluded information has been marked with [Redacted: Commercially Sensitive Information].
PERSONAL & CONFIDENTIALEmployment Agreement • May 10th, 2023 • Village Farms International, Inc. • Agricultural production-crops
As you know, you are party to an employment agreement with Village Farms International, Inc. (the “Company”), dated as of June 1, 2020 (the “Employment Agreement”). By signing this letter agreement (this “Amendment”), you and the Company mutually agree to amend the Employment Agreement as set forth herein, effective as of April 5, 2023 (the “Effective Date”). All capitalized terms used but not defined herein will have the meanings set forth in the Employment Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2022 • Village Farms International, Inc. • Agricultural production-crops • Florida
This Agreement (the “Agreement”) entered as of this 1st day of May 2021, (the “Effective Date”) by and between Village Farms, L.P., a Delaware limited partnership (the “Partnership”); and Orville Bovenschen (the “Employee”). The Partnership and the Employee are referred to herein collectively as “Parties” and individually as “Party.”
SHARE PURCHASE AGREEMENT by and among VILLAGE FARMS INTERNATIONAL, INC. and ROSE LIFESCIENCE INC. and THE SHAREHOLDERS OF ROSE LIFESCIENCE INC. dated as of November 15, 2021Share Purchase Agreement • November 19th, 2021 • Village Farms International, Inc. • Agricultural production-crops
This Share Purchase Agreement is entered into as of the 15th day of November, 2021 by and among (a) Village Farms International, Inc., a Canadian corporation (the “Purchaser”), (b) Rose LifeScience Inc., a Canadian corporation (the “Corporation”) and (c) each Person set out in Exhibit A hereto (“Sellers”).
LEAK-OUT AGREEMENTLeak-Out Agreement • September 10th, 2020 • Village Farms International, Inc. • Agricultural production-crops
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between Village Farms International, Inc., a Canadian corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT among VILLAGE FARMS INTERNATIONAL, INC. (“ParentCo”) and VF OPERATIONS CANADA INC. (“VF Opco”) and MICHAEL DEGIGLIO, ALBERT VANZEYST AND KENNETH HOLLANDER and certain related entities (the “VF Owners”)...Securityholders’ Agreement • April 1st, 2020 • Village Farms International, Inc. • Agricultural production-crops • New York
This Amended and Restated Securityholders’ Agreement is made as of the 31st day of December, 2009 among Village Farms International, Inc., a Canadian corporation (formerly known as Hot House Growers Inc. and Village Farms Canada Inc.) (“ParentCo”), VF Operations Canada Inc., a Canadian corporation (“VF Opco”) and the VF Owners (as defined below).
BDC LOAN AGREEMENT (DEMAND, NON-REVOLVING)BDC Loan Agreement (Demand, Non-Revolving) • March 16th, 2021 • Village Farms International, Inc. • Agricultural production-crops • British Columbia
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:
INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. SECOND AMENDED AND RESTATED CREDIT...Credit Agreement • August 8th, 2024 • Village Farms International, Inc. • Agricultural production-crops • British Columbia
This Second Amended and Restated Credit Agreement is made as of May 24, 2024 among VILLAGE FARMS CANADA LIMITED PARTNERSHIP and VILLAGE FARMS, L.P. as borrowers, CERTAIN AFFILIATES OF THE BORROWERS, as guarantors, and BANK OF MONTREAL, as lender.
FIRST AMENDMENT TO UNANIMOUS SHAREHOLDER AGREEMENTUnanimous Shareholder Agreement • March 9th, 2023 • Village Farms International, Inc. • Agricultural production-crops
PURE SUNFARMS CORP. as BorrowerThird Amended and Restated Credit Agreement • March 19th, 2021 • Village Farms International, Inc. • Agricultural production-crops • British Columbia
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2023 • Village Farms International, Inc. • Agricultural production-crops • British Columbia
UNANIMOUS SHAREHOLDER AGREEMENTUnanimous Shareholder Agreement • November 19th, 2021 • Village Farms International, Inc. • Agricultural production-crops
[***Redacted – Commercially Sensitive Information***]., a corporation formed under the laws of Canada, and [***Redacted – Commercially Sensitive Information***]a corporation formed under the laws of Canada (each a “Management Shareholder” and, together, the “Management Shareholders”)
SHARE PURCHASE AGREEMENT between VILLAGE FARMS INTERNATIONAL, INC. and 10670715 CANADA INC. and 10335258 CANADA INC.Share Purchase Agreement • August 8th, 2024 • Village Farms International, Inc. • Agricultural production-crops
AND WHEREAS the Purchaser wishes to purchase 17,231,967 Class D shares in the capital of the Corporation, representing 10% of the issued and outstanding shares of the Corporation, from the Vendors, at the Effective Time on the Effective Date (the “2023 Transaction”);
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2020 • Village Farms International, Inc. • Agricultural production-crops • Florida
This Agreement (the "Agreement") entered into as of this 1st day of June, 2018, (the "Effective Date") by and between Village Farms, L.P., a Delaware limited partnership (the "Partnership"); and Bret T. Wiley (the "Employee"). The Partnership and the Employee are referred to herein collectively as "Parties" and individually as "Party."
FIRST SUPPLEMENTAL CREDIT AGREEMENTCredit Agreement • March 16th, 2021 • Village Farms International, Inc. • Agricultural production-crops
VILLAGE FARMS INTERNATIONAL, INC. as Issuer, as U.S. Trustee and as Canadian Trustee Indenture Dated as of __________Indenture • April 22nd, 2020 • Village Farms International, Inc. • Agricultural production-crops • New York
Form of Lock-Up AgreementLock-Up Agreement • January 30th, 2023 • Village Farms International, Inc. • Agricultural production-crops
