UNDERWRITING AGREEMENT between ODD BURGER CORPORATION and THINKEQUITY LLC as Representative of the Several Underwriters ODD BURGER CORPORATIONUnderwriting Agreement • April 3rd, 2023 • Odd Burger Corp • Food and kindred products • New York
The undersigned, Odd Burger Corporation, a British Columbia corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Odd Burger Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGENT AGREEMENTWarrant Agent Agreement • April 3rd, 2023 • Odd Burger Corp • Food and kindred products • New York
FORM OF CERTIFICATED WARRANT COMMON SHARE PURCHASE WARRANT ODD BURGER CORPORATIONCommon Share Purchase Warrant • April 3rd, 2023 • Odd Burger Corp • Food and kindred products • New York
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • April 3rd, 2023 • Odd Burger Corp • Food and kindred products
THIS WARRANT TO PURCHASE COMMON SHARES (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 ____, 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ODD BURGER CORPORATION, a corporation formed under the laws of British Columbia, Canada (the “Company”), up to ______ Common Shares, no par value per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Common Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT ODD BURGER CORPORATIONPre-Funded Common Share Purchase Warrant • April 3rd, 2023 • Odd Burger Corp • Food and kindred products • New York
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 the Issue Date, as stipulated above, until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Odd Burger Corporation, a corporation formed under the laws of the province of British Columbia (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 3rd, 2023 • Odd Burger Corp • Food and kindred products
NOW THEREFORE in consideration of the premises and the mutual covenants and agreements herein contained, and the provisions in Articles 9, 10 and 11 hereof which contemplate a severance payment, a salary continuance payment, or the continuance of insurance benefits to the Executive in certain circumstances, all of which represent a substantial benefit to the Executive over and above the existing terms of the Executive’s employment with the Corporation, and in consideration of the obligations of the Executive under Articles 12 and 13 hereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
AMENDED AND RESTATED AMALGAMATION AGREEMENTAmalgamation Agreement • April 3rd, 2023 • Odd Burger Corp • Food and kindred products • British Columbia
BLACK LION CAPITAL CORP., a body corporate, incorporated under the laws of the Province of British Columbia, having an office in the City of North Vancouver, in the Province of British Columbia (“Black Lion”);
