Form of INDEMNIFICATION And Advancement AGREEMENTIndemnification & Liability • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products
This Indemnification and Advancement Agreement (“Agreement”) is made as of June 28, 2024 by and between Above Food Ingredients Inc. (formerly known as 2510169 Alberta Inc.), a corporation organized under the laws of Alberta, Canada (the “Company”), and ______________, [a member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 28, 2024, is made and entered into by and among Above Food Ingredients Inc., an Alberta corporation (the “Company”) and the direct parent company of Above Food Corp., an Alberta corporation (“Above Food”), Smart Dine, LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under “SPAC Holders” on the signature page(s) hereto (the Sponsor and each such party, a “SPAC Holder,” and, such parties collectively, including the Sponsor, the “SPAC Holders”), and the undersigned parties listed under “Above Food Holders” on the signature page(s) hereto (each such party, an “Above Food Holder,” and, collectively, the “Above Food Holders”). The Sponsor, the other SPAC Holders, the Above Food Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, are each referred to herein as a “Holder,” and, collectively, the
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • New York
STOCK ESCROW AGREEMENT, dated as of February 11, 2021 (the “Agreement”), by and among Bite Acquisition Corp., a Delaware corporation (the “Company”), smart dine, LLC, a Delaware limited liability company (the “Sponsor”), the stockholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such stockholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).
ESCROW AGREEMENTEscrow Agreement • April 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Saskatchewan
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of the 29 day of December, 2022, by and among ABOVE FOOD CORP. (“Borrower”), LEXINGTON CAPITAL, S.A.P.I. DE C.V. sponsor and agent of Lenders (“Lender”) and MCDOUGALL GAULEY LLP (the “Escrow Agent”).
ContractLease Agreement • April 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Saskatchewan
***CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
LEASELease • April 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products
THIS LEASE (“Lease”), dated for reference purposes only, December 31st, 2021, by and between MIDATLANTIC WAREHOUSE & STORAGE, LLC, a North Carolina limited liability company (as “Landlord”) and, ATLANTIC NATURAL FOODS, LLC, a Delaware limited liability company (as “Tenant”).
AMENDED & RESTATED WARRANT AGREEMENTWarrant Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • New York
This amended and restated warrant agreement (“Agreement”) is made as of June 28, 2024 by and among Above Food Ingredients Inc., a corporation organized under the laws of Alberta, Canada (the “Company”), Bite Acquisition Corp., a Delaware corporation (“Bite”), Continental Stock Transfer & Trust Company, a limited purpose trust company (“Continental”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (the “Successor Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDUSTRIAL LEASE (MULTl-TENANT) BETWEEN: 1057041 ONTARIO INC. -AND- Wood & Water Foods IncIndustrial Lease • April 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Ontario
STOCK ESCROW ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTStock Escrow Assignment, Assumption and Amendment Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Minnesota
This STOCK ESCROW ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is entered into as of June 28, 2024 (the “Effective Date”), by and among Bite Acquisition Corp., a Delaware corporation (“Bite”), Above Food Ingredients Inc., a corporation organized under the laws of Alberta, Canada (the “Company”), Smart Dine, LLC, a Delaware limited liability company (the “Sponsor”), Continental Stock Transfer & Trust Company, a New York corporation (“Resigning Escrow Agent”), and Odyssey Transfer and Trust Company, a Minnesota corporation (“Odyssey”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 16th, 2023 • Above Food Ingredients Inc. • Alberta
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of the 28 day of August 2023 (the “Effective Date”), by and between:
JOINDER TO REGISTRATION RIGHTS AGREEMENTJoinder to Registration Rights Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • New York
This Joinder (this “Joinder”) to that certain Registration Rights Agreement, dated as of June 19, 2024 (the “Registration Rights Agreement”), by and among Above Food Ingredients Inc., an Alberta corporation (the “Company”), and the direct parent company of Above Food Corp., an Alberta corporation (“Above Food”), Smart Dine, LLC, a Delaware limited liability company (the “Sponsor”), the Above Food Holders (as defined therein), and the undersigned parties listed under the heading “Additional Holder” on the signature page hereto (the “Additional Holder”) is being entered into in connection with (i) that certain Shares Sale and Purchase and Exchange Agreement dated as of June 13, 2024, by and between the Additional Holders, Above Food, and the other parties thereto (the “SPA”) and (ii) the Subscription Agreement dated as of June 13, 2024, by and between the Additional Holder and Above Food (the “Subscription Agreement”). Capitalized terms used but not otherwise defined herein shall have th
AMENDING LEASE AGREEMENT made as of the 30th day of November, 2022. BETWEEN: 1057041 ONTARIO INC., a corporation incorporated pursuant to the laws of the Province of Ontario; (hereinafter referred to as the “Landlord”) OF THE FIRST PART -and- Wood and...Lease Agreement • October 16th, 2023 • Above Food Ingredients Inc.
WHEREAS by a Lease Agreement made between the Landlord and the Tenant and dated October 15, 2019 (the “Agreement”) and further amended by agreement dated September 30, 2021 (together, the “Lease”) the Tenant leased from the Landlord the Leased Premises:
RENEWAL OF LEASERenewal of Lease • October 16th, 2023 • Above Food Ingredients Inc.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONBusiness Combination Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products
On the Closing Date, Above Food, New Above Food, and Merger Sub, closed the Business Combination Agreement with Bite to consummate the Business Combination (as defined below). New Above Food is a direct, wholly owned subsidiary of Above Food and Merger Sub is a direct, wholly owned subsidiary of New Above Food. The Business Combination Agreement was entered into on April 9, 2023 and amended on March 12, 2024. Defined terms included below have the same meaning as terms defined and included in the registration statement of Above Food Ingredients Inc. on Form F-4 (Registration No: 333-275005), as filed with the SEC under Rule 462(b) under the Securities Act (as amended, the Registration Statement/Proxy Statement”).
PLEDGE AGREEMENTPledge Agreement • October 16th, 2023 • Above Food Ingredients Inc.
THIS PLEDGE AGREEMENT (as may be amended, restated, supplemented, or otherwise modified from time to time, this “Pledge Agreement”) dated effective as of December 29, 2022 is made by Above Food USA Corp., a Delaware corporation (the “Pledgor”), in favor of LEXINGTON CAPITAL, S.A.P.I. DE C.V. acting as the Collateral Agent for Lenders, as may be updated upon notice by the Secured Party (“Secured Party”).
AMENDING LEASE AGREEMENT made as of the 30th day of September, 2021. BETWEEN: 1057041 ONTARIO INC. a corporation incorporated pursuant to the laws of the Province of Ontario; (hereinafter referred to as the “Landlord”) OF THE FIRST PART - and - Wood...Lease Agreement • October 16th, 2023 • Above Food Ingredients Inc.
IN CONSIDERATION OF the landlord and Tenant agreeing to amend their existing lease, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, both parties agree to keep, perform and fulfill the promises, conditions and agreements below:
EXTENSION AGREEMENTExtension Agreement • March 13th, 2024 • Above Food Ingredients Inc. • Food and kindred products
FORM OF RELEASE OF SECURITYRelease of Security • October 16th, 2023 • Above Food Ingredients Inc.
Shares Sale and Purchase and Exchange AgreementShares Sale and Purchase and Exchange Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products
a Spanish company, with registered office in Tudela (Navarra), calle Frauca, nº 13, Spain, registered at the Commercial Registry of Navarra at volume 212, sheet 20, page NA-4.525, and with taxpayer identification number B-31227200
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Alberta
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [•], is made and entered into by and among Above Food Ingredients Inc., an Alberta corporation (“TopCo”), and the undersigned1 (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 3(h) of this Agreement, the “Holders” and each, a “Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
NOMINATION RIGHTS AGREEMENTNomination Rights Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Alberta
WHEREAS Above Food Corp. ("Above Food") has entered into a Share Sale and Purchase and Exchange Agreement dated June 13, 2024 pursuant to which Enhol shall sell all of its common stock in Brotalia, S.L.As ("Brotalia") to Above Food (the "Purchase and Sale");
AMENDED AND RESTATED AGREEMENT FOR LEASELease Agreement • February 9th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Saskatchewan
WHEREAS pursuant to an amended and restated agreement for lease dated May 5, 2023 between the Lessor and Kambeitz Agri Inc. (“Agri”) the Lessor leased Units 1, 3 and 4 of the lands legally described as follows:
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • October 16th, 2023 • Above Food Ingredients Inc. • Saskatchewan
ASSET PURCHASE AGREEMENT BY AND AMONG ARCADIA BIOSCIENCES, INC., ARCADIA WELLNESS, LLC, ABOVE FOOD CORP. AND ABOVE FOOD INGREDIENTS CORP. DATED AS OF MAY 14, 2024 CONTENTSAsset Purchase Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 14, 2024, by and among Arcadia Biosciences, Inc., a Delaware corporation (“Arcadia”), Arcadia Wellness, LLC, a Delaware limited liability company and wholly owned subsidiary of Arcadia (“Wellness”, and together with Arcadia, the “Sellers”), Above Food Corp., a corporation formed under the laws of Saskatchewan (“Parent”), and Above Food Ingredients Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Buyer”).
CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • April 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Alberta
This Shareholder Support Agreement (this “Agreement”), dated as of April 29, 2023, is entered into by and among Bite Acquisition Corp., a Delaware corporation (“SPAC”), Above Food Corp., a corporation organized under the laws of the Province of Saskatchewan, Canada (the “Company”), and certain of the shareholders of the Company whose names appear on the signature pages of this Agreement (collectively, the “Shareholders” and, each, a “Shareholder”). SPAC, the Company and the Shareholders are each referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
MATRIX EQUITIES INC., by its duly authorized agent, Triovest Realty Advisors Inc. (Landlord) - and - NORTHERN QUINOA PRODUCTION CORPORATION (Tenant) LEASE OF INDUSTRIAL SPACELease of Industrial Space • October 16th, 2023 • Above Food Ingredients Inc.
FORM OF GENERAL SECURITY AGREEMENTGeneral Security Agreement • October 16th, 2023 • Above Food Ingredients Inc.
CONVERTIBLE SUBORDINATED LOAN AGREEMENTConvertible Subordinated Loan Agreement • October 16th, 2023 • Above Food Ingredients Inc. • Saskatchewan
NOW THEREFORE this agreement witnesses that in consideration of the mutual covenants and agreements herein contained, the parties covenant and agree as follows:
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Tel-Aviv
This AMENDMENT (the "Amendment") to that certain Asset Purchase Agreement, dated August 28, 2023, by and between NRGene Technologies Ltd., a company incorporated under the laws of the State of Israel, with registered offices at 5 Golda Meir St., Ness Ziona 7403649, Israel ("NRGene IL"), NRGene Canada Inc., a company incorporated under the laws of the Country of Canada, with registered offices at 101-110 Research Drive, Saskatoon, Saskatchewan S7N 3R3, Canada ("NRGene CN" and together with NRGene IL, the “Sellers”), and Above Food Corp., a company incorporated under the laws of the Province of Alberta, with registered offices at 001-2305 Victoria Avenue, Regina, Saskatchewan, S4P 0S7 (the "Purchaser"), and in the form attached hereto as Exhibit A and as amended by both amendments dated December 31, 2023 (the "First and Second Amendments" and the "Purchase Agreement" which includes the First and Second Amendment, accordingly), is made and entered into on June 26, 2024 (the "Effective Dat
LOCK-UP AGREEMENTLock-Up Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products
AMENDMENT OF LEASE (EXPANSION)Lease Amendment • October 16th, 2023 • Above Food Ingredients Inc.
