SNDL INC. and THE VALENS COMPANY INC. ARRANGEMENT AGREEMENT August 22, 2022Arrangement Agreement • August 31st, 2022 • SNDL Inc. • Medicinal chemicals & botanical products • Ontario
SUNDIAL GROWERS INC. US$50,000,000 EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • January 12th, 2021 • Sundial Growers Inc. • Medicinal chemicals & botanical products • New York
Sundial Growers Inc., an Alberta corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as follows:
SUNDIAL GROWERS INC. 60,500,000 SERIES A UNITS CONSISTING OF 60,500,000 COMMON SHARES AND WARRANTS TO PURCHASE 30,250,000 COMMON SHARES 14,000,000 SERIES B UNITS CONSISTING OF 14,000,000 PRE-FUNDED WARRANTS TO PURCHASE 14,000,000COMMON SHARES AND...Underwriting Agreement • February 3rd, 2021 • Sundial Growers Inc. • Medicinal chemicals & botanical products • New York
SUPPORT AGREEMENTSupport Agreement • August 22nd, 2024 • SNDL Inc. • Medicinal chemicals & botanical products • Alberta
Reference is made to the arrangement agreement dated as of the date hereof (the “Arrangement Agreement”) between SNDL Inc. (“Purchaser”) and Nova Cannabis Inc. (the “Company”), which contemplates a plan of arrangement involving Purchaser, the Company and the shareholders of the Company pursuant to section 193 of the Business Corporations Act (Alberta) (the “Arrangement”). All capitalized terms not defined herein shall have the meanings attributed thereto in the Arrangement Agreement.
AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN THE VALENS COMPANY INC., as Borrower AND SNDL INC. as Lender MADE AS OF AUGUST 22, 2022 MCCARTHY TÉTRAULT LLPCredit Agreement • August 31st, 2022 • SNDL Inc. • Medicinal chemicals & botanical products • Ontario
THIS AMENDED AND RESTATED CREDIT AGREEMENT is made as of August 22, 2022 between THE VALENS COMPANY INC., a corporation existing under the federal laws of Canada (the “Borrower”) and SNDL INC., in its capacity as lender (the “Lender”).
LICENSE AGREEMENTLicense Agreement • July 23rd, 2019 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Alberta
This LICENSE AGREEMENT (this “Agreement”) is entered into as of March 13th, 2019 (the “Effective Date”) between Pathway Rx Inc., an Alberta corporation (“Pathway”), Sundial Growers Inc., an Alberta corporation (“Sundial”), Igor Kovalchuk (“Igor”), Olga Kovalchuk (“Olga”) and Darryl Hudson (“Darryl” and together with Igor and Olga, the “Vendors”).
SUNDIAL GROWERS INC. US$400,000,000 AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • January 21st, 2021 • Sundial Growers Inc. • Medicinal chemicals & botanical products • New York
Sundial Growers Inc., an Alberta corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (“AGP”), as follows:
VOTING SUPPORT AGREEMENTVoting Support Agreement • August 31st, 2022 • SNDL Inc. • Medicinal chemicals & botanical products • Ontario
WHEREAS the Purchaser is concurrently herewith entering into an arrangement agreement (the “Arrangement Agreement”) with The Valens Company Inc. (the “Company”) which provides for, among other things, a transaction whereby, among other things, all of the outstanding common shares of the Company (“Shares”) will be acquired by the Purchaser in accordance with the terms of the Arrangement Agreement (the “Arrangement”);
AMENDMENT NO. 3 TO THE IMPLEMENTATION AGREEMENTImplementation Agreement • July 6th, 2023 • SNDL Inc. • Medicinal chemicals & botanical products • Alberta
THIS AMENDMENT NO. 3 TO THE IMPLEMENTATION AGREEMENT (this “Amending Agreement”) is made as of June 30, 2023 (the “Amendment Date”), by and between SNDL Inc., an Alberta corporation (“SNDL”), and Nova Cannabis Inc., an Alberta corporation (the “Company”, and together with SNDL, the “Parties”, and “Party” means any one of them).
CDN. $74,000,000 SENIOR SECURED NON-REVOLVING TERM CREDIT FACILITY and CDN. $5,329,900 SENIOR SECURED REVOLVING OPERATING FACILITY AMENDED AND RESTATED CREDIT AGREEMENT among SUNDIAL GROWERS INC. (as Borrower) and THE FINANCIAL INSTITUTIONS FROM TIME...Amended and Restated Credit Agreement • June 8th, 2020 • Sundial Growers Inc. • Medicinal chemicals & botanical products
WHEREAS the Borrower, as borrower, ATB Financial and the Bank of Montreal, as lenders, and the Administrative Agent, as administrative agent, are party to the credit agreement dated August 29, 2019 (as amended and supplemented prior to the date hereof, the “Original Credit Agreement”);
Re: Voting Support AgreementVoting Support Agreement • August 22nd, 2024 • SNDL Inc. • Medicinal chemicals & botanical products
Cannell Capital, LLC., in its capacity as investment advisor or general partner in respect of the holders of the Subject Securities (as defined below) (the “Shareholder” or “you”) understands that SNDL Inc., a Canadian corporation (“Purchaser”) has entered into an arrangement agreement (the “Arrangement Agreement”) with Nova Cannabis Inc., an Alberta corporation (the “Company”) concurrently with the entering into of this Agreement (as defined below) contemplating an arrangement of the Company pursuant to Section 193 of the Business Corporations Act (Alberta), which will result in the Purchaser acquiring all of the issued and outstanding common shares in the capital of the Company (the “Shares”) for consideration of 0.58 common shares of the Purchaser or C$1.75 in cash, at the election of the holder and subject to pro ration (the “Consideration”) for each issued and outstanding Share (the “Arrangement”). Each of the entities listed on Schedule A hereto is the registered or beneficial ow
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • July 23rd, 2019 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Alberta
THIS PROFESSIONAL SERVICES AGREEMENT made as of the 8th day of July, 2019 (the “Agreement”) between AppColony Inc., a corporation amalgamated pursuant to the laws of Alberta (“AppColony”) and Sundial Growers Inc, a corporation amalgamated pursuant to the laws of Alberta (“the Client”).
Letter of Agreement AGENCY SERVICES AND FEESLetter of Agreement • July 5th, 2019 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Alberta
THIS LETTER OF AGREEMENT is entered into by and between AppColony Inc., an Alberta Corporation (“Agency”) and Sundial Growers Inc., an Alberta Corporation (“Client”), effective May 5, 2017 through May 5, 2019.
ContractInvestment and Royalty Agreement • July 5th, 2019 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Alberta
[***] Certain information in this document, marked by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
AMENDMENT NO. 7 TO THE IMPLEMENTATION AGREEMENTImplementation Agreement • October 30th, 2023 • SNDL Inc. • Medicinal chemicals & botanical products • Alberta
THIS AMENDMENT NO. 7 TO THE IMPLEMENTATION AGREEMENT (this “Amending Agreement”) is made as of October 29, 2023 (the “Amendment Date”), by and between SNDL Inc., an Alberta corporation (“SNDL”), and Nova Cannabis Inc., an Alberta corporation (the “Company”, and together with SNDL, the “Parties”, and “Party” means any one of them).
SHARE PURCHASE AGREEMENT BETWEEN SUNDIAL GROWERS INC. AND EACH OF THE SHAREHOLDERS OF PATHWAY RX INC. MADE AS OF MARCH 13th, 2019Share Purchase Agreement • July 5th, 2019 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Alberta
AND WHEREAS the Vendors desire to sell and the Purchaser desires to purchase the Purchased Shares upon and subject to the terms and conditions set out in this Agreement;
FORM OF WAIVER] WAIVERWaiver • August 14th, 2020 • Sundial Growers Inc. • Medicinal chemicals & botanical products
This Waiver (this “Waiver”) is entered into as of the 14th day of August, 2020, by and between Sundial Growers Inc., a company incorporated under the laws of the Province of Alberta, Canada (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
CREDIT AGREEMENT BETWEEN SUNDIAL GROWERS INC. as Borrower AND BANK OF MONTREAL as Lender MADE AS OF FEBRUARY 22, 2019 DAVIES WARD PHILLIPS & VINEBERG LLPCredit Agreement • July 5th, 2019 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Ontario
SUNDIAL GROWERS INC., a corporation existing under the laws of the Province of Alberta (hereinafter referred to as the “Borrower”)
AMENDMENT NO. 4 TO THE IMPLEMENTATION AGREEMENTImplementation Agreement • July 31st, 2023 • SNDL Inc. • Medicinal chemicals & botanical products • Alberta
THIS AMENDMENT NO. 4 TO THE IMPLEMENTATION AGREEMENT (this “Amending Agreement”) is made as of July 25, 2023 (the “Amendment Date”), by and between SNDL Inc., an Alberta corporation (“SNDL”), and Nova Cannabis Inc., an Alberta corporation (the “Company”, and together with SNDL, the “Parties”, and “Party” means any one of them).
SUNDIAL GROWERS INC. and ALCANNA INC. ARRANGEMENT AGREEMENT October 7, 2021Arrangement Agreement • October 19th, 2021 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Alberta
ALCANNA INC., a corporation existing under the laws of Canada (the “Company”, and together with the Purchaser, the “Parties”, and each is a “Party”)
December 19, 2018 Sundial Growers Inc. Suite 200, 919-11 Avenue S.W. Calgary, Alberta T2R 1P3 Attn: Ted Hellard, Executive Chairman Dear Sirs:Commitment Letter • July 5th, 2019 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Alberta
ATB Financial has approved and offers financial assistance on the terms and conditions in the attached amended and restated commitment letter. This agreement amends and restates in its entirety our letter dated August 16, 2018. Any borrowings outstanding under that letter agreement are deemed to be Borrowings hereunder under the related facility referenced herein.
CREDIT AGREEMENT Dated the 10th day of April, 2019Credit Agreement • July 5th, 2019 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Alberta
This Credit Agreement is made between FARM CREDIT CANADA (“FCC”) and SUNDIAL GROWERS INC. (the “Borrower”). FCC will provide and/or maintain credit facilities to the Borrower on the terms and conditions set out below and in the attached Schedules (the “Agreement”). This Agreement consolidates, amends and restates the provisions of all existing credit agreements between the Borrower and FCC.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 8th, 2020 • Sundial Growers Inc. • Medicinal chemicals & botanical products • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 5, 2020, is by and among Sundial Growers Inc., a company incorporated under the laws of the Province of Alberta, Canada (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
LOCK-UP AGREEMENTLock-Up Agreement • October 3rd, 2019 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Alberta
This Lock-Up Agreement (this “Agreement”) is dated as of the 30th day of September, 2019, by and among Sundial Growers Inc. (the “Company”) and the shareholders of the Company named in Schedule “A” hereto (each, a “Shareholder”, together, the “Shareholders”, and together with the Company, the “Parties”).
CREDIT AGREEMENTCredit Agreement • March 31st, 2020 • Sundial Growers Inc. • Medicinal chemicals & botanical products
INDENTURE Made as of May 10, 2019 Between SUNDIAL GROWERS INC. (the “Corporation”) and ODYSSEY TRUST COMPANY (the “Trustee”)Indenture • July 5th, 2019 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Alberta
This Agreement is made as of May __, 2019, between SUNDIAL GROWERS INC., a corporation existing under the laws of the Province of Alberta (the “Corporation”), and ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of Alberta and registered to carry on business in the Province of Alberta (the “Trustee”).
SHARE PURCHASE AGREEMENT BETWEEN EDWARD HELLARD and- SUNDIAL GROWERS INC. July 17, 2019Share Purchase Agreement • July 23rd, 2019 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Alberta
In this Agreement in addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 29th, 2019 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Ontario
THIS REGISTRATION RIGHTS AGREEMENT is made as of the 6th day of August, 2019 between Sundial Growers Inc., an Alberta corporation (the “Company”), and Edward Hellard, an individual residing in the Province of Alberta (the “Investor”).
SUNDIAL GROWERS INC. US$800,000,000 EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 23rd, 2021 • Sundial Growers Inc. • Medicinal chemicals & botanical products • New York
Sundial Growers Inc., an Alberta corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”) and ATB Capital Markets USA Inc. (“ATB” and together with Canaccord, the “Agents”), as sales agents hereunder, for whom Canaccord is acting as representative of the Agents (the “Representative”), as follows:
AMENDMENT NO. 1 TO THE IMPLEMENTATION AGREEMENTImplementation Agreement • April 10th, 2023 • SNDL Inc. • Medicinal chemicals & botanical products • Alberta
THIS AMENDMENT NO. 1 TO THE IMPLEMENTATION AGREEMENT (this “Amending Agreement”) is made as of April 3, 2023 (the “Amendment Date”), by and between SNDL Inc., an Alberta corporation (“SNDL”), and Nova Cannabis Inc., an Alberta corporation (the “Company”, and together with SNDL, the “Parties”, and “Party” means any one of them).
SGI PARTNERSHIP as Borrower and THE LENDERS LISTED ON THE SIGNATURE PAGES as Lenders and SAF JACKSON II LP as Administrative Agent CREDIT AGREEMENT June 27, 2019Credit Agreement • July 5th, 2019 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Alberta
Credit Agreement dated June 27, 2019 among SGI Partnership, as Borrower, the lenders from time to time party hereto, as Lenders, and SAF Jackson II LP, as Administrative Agent.
WAIVER AND AGREEMENT TO THE SGI PARTNERSHIP CREDIT AGREEMENT DATED JULY 27, 2019Waiver and Agreement • March 31st, 2020 • Sundial Growers Inc. • Medicinal chemicals & botanical products
SHARE PURCHASE AGREEMENT BETWEEN 2119694 ALBERTA INC. – and – SUNDIAL GROWERS INC. – and – KAMCAN PRODUCTS INC. – and – 2011296 ALBERTA INC. – and – SPROUT TECHNOLOGIES INC. JUNE 1, 2018Share Purchase Agreement • July 5th, 2019 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Alberta
SECURITIES RESTRUCTURING AGREEMENTSecurities Restructuring Agreement • June 8th, 2020 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Alberta
This SECURITIES RESTRUCTURING AGREEMENT (this “Agreement”), dated as of June 5, 2020, is by and among Sundial Growers Inc., a company existing under the laws of the Province of Alberta, Canada (the “Company”), and SAF Jackson II LP (the “Creditor”).
ContractMonitoring Services Agreement • January 20th, 2021 • Sundial Growers Inc. • Medicinal chemicals & botanical products • Ontario
Certain information in this document, marked by brackets, has been omitted pursuant to Item 601(a)(6), Item 601(b)(2)(ii) or Item 601(b)(10)(iv), as applicable, of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed or includes information the disclosure of which would constitute a clearly unwarranted invasion of personal privacy.
