TRANSACTION AGREEMENT BY AND AMONG SUBVERSIVE CAPITAL ACQUISITION CORP., TPCO CMG MERGER SUB INC., CMG PARTNERS, INC. AND GRHP MANAGEMENT, LLC, AS SHAREHOLDERS’ REPRESENTATIVE DATED AS OF NOVEMBER 24, 2020

Exhibit 2.1

TRANSACTION AGREEMENT

BY AND AMONG

SUBVERSIVE CAPITAL ACQUISITION CORP.,

TPCO CMG MERGER SUB INC.,

CMG PARTNERS, INC.

AND

GRHP MANAGEMENT, LLC, AS SHAREHOLDERS’ REPRESENTATIVE

DATED AS OF NOVEMBER 24, 2020

TABLE OF CONTENTS


		Page
ARTICLE I DEFINED TERMS			2

Section 1.01	Certain Definitions		2
Section 1.02	Interpretation		19

ARTICLE II TRANSACTION			21

Section 2.01	Transaction		21
Section 2.02	Conversion of Xxxxxx Shares; Treatment of Xxxxxx Options		22
Section 2.03	Distribution of Transaction Consideration		25
Section 2.04	Contingent Transaction Consideration		27
Section 2.05	Withholding Taxes		34
Section 2.06	U.S. Securities Law Matters		34
Section 2.07	Tax Treatment		35

ARTICLE III REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE XXXXXX ENTITIES			36

Section 3.01	Organization and Qualification; authorization		36
Section 3.02	No Conflict		36
Section 3.03	Consents and Approvals		37
Section 3.04	Capitalization		37
Section 3.05	Financial Statements and Financial Data		38
Section 3.06	Absence of Undisclosed Liabilities		38
Section 3.07	Absence of Changes or Events		38
Section 3.08	Assets		39
Section 3.09	Proprietary Rights		39
Section 3.10	Contracts		41
Section 3.11	Litigation		43
Section 3.12	Compliance with Applicable Laws		43
Section 3.13	Licenses and Governmental Authorizations		43
Section 3.14	Health, Safety and Environmental		44
Section 3.15	Taxes		44
Section 3.16	Insurance Polices		47
Section 3.17	Employee Plans		47
Section 3.18	Employees; Labor Relations		49
Section 3.19	Transactions with Related Parties		50
Section 3.20	Real Property		50
Section 3.21	Suppliers		51
Section 3.22	Bank Accounts		51
Section 3.23	Intentionally Omitted		51
Section 3.24	Products		52
Section 3.25	Privacy and Information Security		52
Section 3.26	Anti-Corruption; Improper Payments		52
Section 3.27	Brokers or Finders		53
Section 3.28	Prospectus Disclosure		53
Section 3.29	No Other Representations and Warranties		53

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SUBVERSIVE AND MERGERSUB			53

Section 4.01	Organization and Qualification; Authorization		54
Section 4.02	No Conflict		54
Section 4.03	Consents and Approvals		54
Section 4.04	Litigation		55

TABLE OF CONTENTS

(continued)


		Page
Section 4.05	Brokers or Finders		55
Section 4.06	Capitalization		55
Section 4.07	No Other Representations and Warranties		55
Section 4.08	Shareholders’ and Similar Agreements		56
Section 4.09	Subsidiaries		56
Section 4.10	Qualifying Transaction		56
Section 4.11	Prospectus		56
Section 4.12	Securities Law Matters		56
Section 4.13	Financial Statements		57
Section 4.14	Intentionally Omitted.		58
Section 4.15	Auditors		58
Section 4.16	Non-Arms’ Length Transactions		58
Section 4.17	Anti-Corruption; Improper Payments		58
Section 4.18	Taxes		59
Section 4.19	No Prior Operations of MergerSub		60
Section 4.20	LCV Transaction and SC Transaction		60

ARTICLE V INTERIM PERIOD COVENANTS			60

Section 5.01	Conduct of Business		60
Section 5.02	Conduct of Business of Subversive		63
Section 5.03	Access		64
Section 5.04	Notification of Certain Matters		65
Section 5.05	LCV Transaction and SC Transactions		65
Section 5.06	Non-Solicitation—Xxxxxx		66
Section 5.07	Non-Solicitation—Subversive		67
Section 5.08	Efforts to Close; Consents and Approvals		68
Section 5.09	The Prospectus		69
Section 5.10	Xxxxxx Shareholder Approval		70
Section 5.11	Public Announcements		70
Section 5.12	Shareholder Loans; Termination of Related Party Transactions		71
Section 5.13	Financing Cooperation		71
Section 5.14	Subversive Board of Directors		71
Section 5.15	Director and Officer Indemnification.		71

ARTICLE VI CONDITIONS PRECEDENT			72

Section 6.01	Conditions to Each Party’s Obligations		72
Section 6.02	Conditions to Obligations of Subversive and MergerSub		72
Section 6.03	Conditions to Obligations of Xxxxxx		73
Section 6.04	Frustration of Closing Conditions		74

ARTICLE VII TERM AND TERMINATION			75

Section 7.01	Term		75
Section 7.02	Termination		75
Section 7.03	Effect of Termination		76

ARTICLE VIII GENERAL PROVISIONS			76

Section 8.01	Nonsurvival of Representations and Warranties		76
Section 8.02	Expenses		76
Section 8.03	Notices		76
Section 8.04	Entire Agreement		78

TABLE OF CONTENTS

(continued)


		Page
Section 8.05	Amendment; Waiver		78
Section 8.06	No Third-Party Beneficiaries		78
Section 8.07	Assignment		78
Section 8.08	Governing Law		78
Section 8.09	Consent to Jurisdiction; Service of Process; Waiver of Jury Trial		78
Section 8.10	Specific Performance; Remedies		79
Section 8.11	No Recourse Against Subversive Affiliates		79
Section 8.12	Severability		80
Section 8.13	Counterparts; Deliveries		80
Section 8.14	Shareholders’ Representative		80
Section 8.15	Waiver of Access to Escrow Account		82
Section 8.16	Privileged Communications		83

iii

EXHIBITS


Exhibit A		Certificate of Merger

Exhibit B		Nomination Agreement

Exhibit C		Registration Rights Agreement

Exhibit D		Sponsor Lock-up and Forfeiture Agreement

Exhibit E		Board of Directors

INDEX OF DEFINED TERMS


Term	Section
Accountants		Section 2.04(b)(ii)(C)
Acquisition Proposal		Section 1.01
Act		Section 2.01(a)
Adverse Tax Consequence		Section 1.01
Affiliate		Section 1.01
Aggregate Option Exercise Price		Section 1.01
Agreement		Preamble
Agreement Date		Section 1.01
Ancillary Agreements		Section 1.01
Associate		Section 1.01
Balance Sheet		Section 3.05(a)(ii)
Base Value		Section 1.01
BCBCA		Section 1.01
Business Day		Section 1.01
Xxxxxx		Preamble
Xxxxxx Board		Section 1.01
Xxxxxx Business		Section 1.01
Xxxxxx Charter		Section 1.01
Xxxxxx Common Shares		Section 1.01
Xxxxxx Constating Documents		Section 1.01
Xxxxxx Data		Section 1.01
Xxxxxx Disclosure Schedule		Section 1.01
Xxxxxx Entities		Section 1.01
Xxxxxx Fundamental Representations		Section 1.01
Xxxxxx Holder		Section 1.01
Xxxxxx Indemnified Parties		Section 5.15(a)
Xxxxxx Intellectual Property		Section 3.09(c)
Xxxxxx XX Entities		Section 1.01
Xxxxxx XX Parent Entity		Section 1.01
Xxxxxx Option Cash-Out Amount		Section 2.02(b)(ii)
Xxxxxx Option Plan		Section 1.01
Xxxxxx Options		Section 1.01
Xxxxxx Preferred Shares		Section 1.01
Xxxxxx Prospectus Financial Statements		Section 1.01
Xxxxxx Series A Shares		Section 1.01
Xxxxxx Series B Shares		Section 1.01
Xxxxxx Share Certificate		Section 2.03(f)
Xxxxxx Shareholder Approval		Recitals
Xxxxxx Shareholder Materials		Section 5.10
Xxxxxx Shareholders		Section 1.01
Xxxxxx Shares		Section 1.01
Xxxxxx Software		Section 3.09(f)
Xxxxxx Transaction		Recitals
Canadian Shareholders		Section 1.01
Cannabis		Section 1.01
Cannabis License		Section 1.01
Capital Proceeds		Section 2.04(b)(i)(A)
Capital Proceeds Transaction		Section 2.04(b)(i)(B)
CARES Act		Section 1.01
Cash		Section 1.01

INDEX OF DEFINED TERMS

(continued)


Term	Section
Cash Transaction Expenses		Section 1.01
Certificate of Merger		Section 2.01(d)
Change in Control		Section 1.01
Claim		Section 8.15
Closing		Section 2.01(c)
Closing Cash-Out Amount		Section 1.01
Closing Common Consideration		Section 1.01
Closing Common Consideration Per Share		Section 1.01
Closing Date.		Section 2.01(c)
Closing Net Proceeds		Section 2.04(b)(i)(C)
Closing Preferred A Consideration Per Share		Section 1.01
Closing Preferred B Consideration Per Share		Section 1.01
Closing Transaction Consideration		Section 1.01
Closing VWAP		Section 1.01
CMG Nominees		Section 1.01
COBRA		Section 3.17(i)
Code		Section 1.01
Confidentiality Agreement		Section 5.03(d)
Consideration Spreadsheet		Section 2.03(a)
Constating Documents		Section 1.01
Contingent Common Consideration		Section 1.01
Contingent Common Consideration Per Share		Section 1.01
Contingent Payment VWAP		Section 1.01
Contingent Preferred A Consideration Per Share		Section 1.01
Contingent Preferred B Consideration Per Share		Section 1.01
Contingent Transaction Consideration		Section 1.01
Continuing Employee		Section 1.01
Contract		Section 1.01
COVID-19		Section 1.01
COVID-19 Requirements		Section 1.01
D&O Premium		Section 5.15(b)
Deemed Received		Section 2.04(b)(i)(D)
Delivered Prior Acquisition Agreements Consideration		Section 2.04(d)
Derivatives		Section 4.06
DGCL		Section 1.01
Dissenting Shares		Section 2.02(g)
DOJ		Section 5.08(b)
Earnout Consideration		Section 2.04(b)(i)(E)
Earnout Protest Deadline		Section 2.04(b)(ii)(B)
Earnout Protest Notice		Section 2.04(b)(ii)(B)
Earnout Statement		Section 2.04(b)(ii)(A)
Effective Share Price		Section 1.01
Effective Time		Section 2.01(d)
Employed Option Holder		Section 1.01
Employee Plan,		Section 3.17(a)
Employee Plans		Section 3.17(a)
Enforceability Limitations		Section 3.01(b)
Environmental and Safety Requirements		Section 1.01
Equity Securities		Section 1.01

INDEX OF DEFINED TERMS

(continued)


Term	Section
ERISA		Section 1.01
ERISA Affiliate		Section 1.01
Escrow Account		Section 1.01
Escrow Agent		Section 1.01
Escrow Agreement		Section 1.01
Event		Section 1.01
Exchange		Section 1.01
Exchange Listing Manual		Section 1.01
Excluded Share		Section 1.01
Executive Order		Section 1.01
Expense Account		Section 8.14(d)
Expense Fund		Section 1.01
Federal Cannabis Laws		Section 1.01
Final IPO Prospectus		Section 1.01
Financial Statements		Section 3.05(a)
First Level Trading Price Consideration		Section 2.04(a)(i)(A)
First Trading Price Threshold		Section 2.04(a)(i)(A)
FTC		Section 5.08(b)
Fully Diluted Xxxxxx Shares		Section 1.01
Fully Diluted Common Shares		Section 1.01
Government Official		Section 1.01
Governmental Authority		Section 1.01
Governmental Authorization		Section 1.01
Hazardous Material		Section 1.01
Heads of Terms		Section 1.01
Hemp		Section 1.01
Highest In the Money Exercise Price		Section 1.01
HMO		Section 3.17(i)
HSR Act		Section 5.08(b)
IFRS		Section 1.01
Immaterial Software License		Section 3.09(b)
Improper Payment Laws		Section 1.01
Improvements		Section 3.20(c)
Income Tax		Section 1.01
Income Tax Return		Section 1.01
Indebtedness		Section 1.01
Insurance Policies		Section 3.16
Intellectual Property		Section 1.01
Interim Period		Section 5.01(a)
Inversion Treatment		Section 2.07
IP Contracts		Section 3.09(b)
IPO Underwriter		Section 1.01
IRS		Section 1.01
JAMS		Section 2.04(b)(ii)(C)
Knowledge		Section 1.01
Law		Section 1.01
LCV		Section 1.01
LCV Transaction		Section 1.01
LCV Transaction Agreement		Section 1.01

vii

INDEX OF DEFINED TERMS

(continued)


Term	Section
Leased Real Property		Section 3.20(b)
Letter of Transmittal		Section 2.03(c)
Liabilities		Section 1.01
Liens		Section 1.01
Losses		Section 1.01
Material Adverse Effect		Section 1.01
Material Contracts		Section 3.10(a)
Maximum Earnout Shares		Section 2.04(b)(i)(F)
Merger		Recitals
MergerSub		Preamble
MergerSub Board		Section 1.01
MergerSub Constating Documents		Section 1.01
Net Debt		Section 1.01
Nomination Agreement		Section 1.01
Non-U.S. Person		Section 1.01
OFAC		Section 1.01
Open Source Software		Section 1.01
Order		Section 1.01
Ordinary Course		Section 1.01
OSC		Section 1.01
Other Transactions		Section 1.01
Outside Date		Section 7.02(b)(i)
Parties		Preamble
Party		Preamble
Paying Agent		Section 2.03(b)
Paying Agent Agreement		Section 2.03(b)
Performance Period		Section 2.04(b)(i)(J)
Permitted Liens		Section 1.01
Permitted Transferee		Section 1.01
Person		Section 1.01
Personal Data		Section 1.01
PIPE Transaction		Section 1.01
PIPE Transferred Shares		Section 2.04(b)(i)(G)
PPP Loan Amount		Section 2.04(c)
PPP Loan Consideration		Section 2.04(c)
PPP Loans		Section 1.01
Preferred A Contingent Value Per Share		Section 1.01
Preferred B Contingent Value Per Share		Section 1.01
Price Earnout Consideration		Section 2.04(b)(i)(H)
Prior Acquisition Agreements		Section 1.01
Prior Acquisition Agreements Xxxxxx Shares		Section 1.01
Prior Acquisition Agreements Consideration		Section 2.04(d)
Prior Acquisitions Agreement Escrow Account		Section 2.04(d)
Privacy and Information Security Requirements		Section 1.01
Pro Forma Balance Sheet		Section 1.01
Pro Forma Capitalization Table		Section 1.01
Pro Rata Share		Section 1.01
Proceeding		Section 1.01
Proceeds Earnout Consideration		Section 2.04(b)(i)(I)

viii

INDEX OF DEFINED TERMS

(continued)


Term	Section
Process		Section 1.01
Processing		Section 1.01
Prospectus		Section 1.01
Purchase Consideration		Section 1.01
Purchase Shares		Section 2.01(a)
Purchase Transaction		Recitals
QT Proposal		Section 5.07(a)(i)
Qualified Investor		Section 1.01
Qualifying Debt		Section 2.04(b)(i)(K)
Qualifying Transaction		Recitals
Real Property Leases		Section 3.10(a)(v)
Reference Date		Section 3.07
Registration Rights Agreement		Section 1.01
Related Party		Section 1.01
Related Party Transaction		Section 1.01
Release		Section 1.01
Remaining Prior Acquisition Agreements Consideration		Section 2.04(d)
Representative		Section 1.01
Rollover Option		Section 2.02(d)(i)
Sanctioned Jurisdiction		Section 1.01
Sanctions		Section 1.01
Sanctions Laws		Section 1.01
Sanctions Target		Section 1.01
SC Agreements		Section 1.01
SC Brand Strategy		Section 1.01
SC Transaction Agreement		Section 1.01
SC Transactions		Section 1.01
Second Level Trading Price Consideration		Section 2.04(a)(i)(B)
Second Trading Price Threshold		Section 2.04(a)(i)(B)
Securities Act		Section 1.01
SECURITIES ACT		Section 2.06(b)
Securities Authority		Section 1.01
Securities Laws		Section 1.01
SEDAR		Section 1.01
Service Provider		Section 1.01
Shareholders’ Representative		Section 8.14(a)
Shareholders’ Representative Costs		Section 8.14(d)
Software		Section 1.01
SPACs		Recitals
Sponsor		Section 1.01
Sponsor Lock-Up and Forfeiture Agreement		Section 1.01
Subsidiary		Section 1.01
Subversive		Preamble
Subversive Board		Section 1.01
Subversive Class A Restricted Voting Units		Section 1.01
Subversive Class A Shares		Section 1.01
Subversive Class B Shares		Section 1.01
Subversive Common Share		Section 1.01
Subversive Constating Documents		Section 1.01

INDEX OF DEFINED TERMS

(continued)


Term	Section
Subversive Disclosure Schedule		Section 1.01
Subversive Financial Statements		Section 3.20(c)
Subversive Fundamental Representations		Section 1.01
Subversive Parties		Section 1.01
Subversive Securities Authorities		Section 1.01
Subversive Shareholders		Section 1.01
Subversive Shares		Section 1.01
Support and Lock-Up Agreement		Section 1.01
Surviving Company		Recitals
Systems		Section 3.09(e)
Tax		Section 1.01
Tax Return		Section 1.01
Taxes		Section 1.01
THC		Section 1.01
Third Level Price Consideration		Section 2.04(a)(i)(C)
Third Trading Price Threshold		Section 2.04(a)(i)(C)
Top Supplier		Section 3.21
Total Capital		Section 2.04(b)(i)(L)
Total Capital Shares		Section 2.04(b)(i)(M)
Trademarks		Section 1.01
Trading Price Consideration		Section 2.04(a)(i)(D)
Trading Price Consideration Shares		Section 2.04(a)(i)(E)
Trading Price Issuance Date		Section 2.04(a)(ii)
Trading Price Measurement Period		Section 2.04(a)(i)(F)
Trading Price Threshold		Section 2.04(a)(i)(C)
Transaction Consideration		Section 1.01
Transaction Consideration Value		Section 1.01
Transaction Consideration Value per Share		Section 1.01
Transaction Document		Section 1.01
Transaction Expenses		Section 1.01
Treasury Regulations		Section 1.01
U.S.		Section 1.01
U.S. GAAP		Section 1.01
U.S. Person		Section 1.01
United States		Section 1.01
US Holdco		Section 1.01
Vested Xxxxxx Options		Section 1.01
Vested In-the-Money Xxxxxx Options		Section 1.01
VWAP		Section 1.01
WARN Act		Section 3.18
Warrant		Section 1.01
WIP		Section 2.04(b)(i)(N)

TRANSACTION AGREEMENT

This TRANSACTION AGREEMENT (this “Agreement”), dated as of November 24, 2020, is entered into by and between Subversive Capital Acquisition Corp., a corporation existing under the laws of the Province of British Columbia (“Subversive”), TPCO CMG Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Subversive (“MergerSub”), CMG Partners, Inc., a Delaware corporation (“Xxxxxx”), and GRHP Management, LLC as the Shareholders’ Representative. Subversive, MergerSub, Xxxxxx and the Shareholders’ Representative are each referred to herein as a “Party” and together as the “Parties.”

RECITALS

WHEREAS, Subversive and Xxxxxx each desire that Subversive acquire all of the Xxxxxx Shares owned by the Canadian Shareholders upon the terms and subject to the conditions set forth in this Agreement by means of a purchase and sale of such Xxxxxx Shares (the “Purchase Transaction”);

WHEREAS, immediately after giving effect to the Purchase Transaction, Subversive and Xxxxxx each desire that Subversive acquire all of the Xxxxxx Shares owned by the remaining Xxxxxx Shareholders upon the terms and subject to the conditions set forth in this Agreement by means of a merger (the “Merger”) of MergerSub with and into Xxxxxx with Xxxxxx surviving the merger (the “Surviving Company”) and becoming a wholly owned Subsidiary of Subversive (together with the Purchase Transaction, the “Xxxxxx Transaction”);

WHEREAS, the Xxxxxx Transaction, together with the LCV Transaction, is intended to constitute the “qualifying transaction” (as such term is defined in the Exchange Listing Manual and pertaining to special purpose acquisition corporations (“SPACs”)) (a “Qualifying Transaction”) of Subversive;

WHEREAS, the Subversive Board and the MergerSub Board have each unanimously determined that the Xxxxxx Transaction is in the best interests of Subversive and MergerSub and fair to their respective shareholders, and have resolved to support the Xxxxxx Transaction and enter into this Agreement;

WHEREAS, the Xxxxxx Board has unanimously determined that the Xxxxxx Transaction is in the best interests of Xxxxxx and fair to its shareholders, and has resolved to support the Xxxxxx Transaction and enter into this Agreement;

WHEREAS, the completion by Xxxxxx of the Xxxxxx Transaction will require the affirmative vote, whether at a meeting or by a written consent, of the Xxxxxx Shareholders holding a majority of the outstanding (i) Xxxxxx Series A Shares and Xxxxxx Series B Shares, each voting as a separate class, and (ii) all Xxxxxx Shares, voting together as if they were holders of a single class of shares and on an as-converted basis (collectively, the “Xxxxxx Shareholder Approval”);

WHEREAS, for U.S. federal income tax purposes, Subversive, MergerSub and Xxxxxx intend that (a) the Xxxxxx Transaction will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, (b) the Xxxxxx Transaction and the LCV Transaction shall be treated as occurring pursuant to a plan or series of related transactions for purposes of Section 7874 of the Code and the Treasury Regulations Section 1.7874-2(e), (c) this Agreement will constitute a “plan of reorganization” with the meaning of Treasury Regulations Sections 1.368-1(c), 1.368-2(g) and 1.368-3(a), and (d) Subversive, MergerSub and Xxxxxx will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code; and

WHEREAS, certain Xxxxxx Shareholders have concurrently with the execution and delivery of this Agreement entered into a Support and Lock-Up Agreement with Subversive.

- 1 -

NOW, THEREFORE in consideration of the foregoing premises and the representations, warranties, covenants and agreements contained in this Agreement, and subject to the conditions set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

DEFINED TERMS

Section 1.01 CERTAIN DEFINITIONS. For purposes of this Agreement, including the Recitals:

“Acquisition Proposal” means any offer, proposal or inquiry (whether written or oral) from any Person or group of Persons or any Affiliate of any Person (other than Subversive or its Affiliates) acting jointly or in concert after the Agreement Date relating to: (a) any sale or disposition (or any lease, long-term supply agreement or other arrangement having the same economic effect as a sale), direct or indirect, of: (i) assets representing five percent (5%) or more of the fair market value of the consolidated assets of the Xxxxxx Entities or contributing five percent (5%) or more of the annual consolidated net revenue, annual consolidated net income or consolidated book value of the Xxxxxx Entities or (ii) five percent (5%) or more of the outstanding voting or equity securities of any Xxxxxx Entity (or rights or interests in such voting or equity securities); (b) any take-over bid, exchange offer or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning ten percent (10%) or more of any class of voting or equity securities of any Xxxxxx Entity; (c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving any Xxxxxx Entity; (d) any other similar transaction or series of transactions involving any Xxxxxx Entity; or (e) a material financing transaction, in the case of clauses (a) through (e), excluding this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby.

“Adverse Tax Consequence” has the meaning ascribed to such term in Section 5.04 hereof.

“Affiliate” has the meaning ascribed to such term in National Instrument 45-106 Prospectus Exemptions.

“Aggregate Option Exercise Price” means the sum of the cash exercise prices payable upon exercise of all Vested In-the-Money Xxxxxx Options.

“Agreement Date” means the date of this Agreement.

“Ancillary Agreements” means the Nomination Agreement, the Registration Rights Agreement, and the Sponsor Lock-up and Forfeiture Agreement.

“Associate” has the meaning set forth in section 1(1) of the Securities Act (Ontario).

“Base Value” means an amount equal to (i) $282,940,430; plus (ii) the Aggregate Option Exercise Price; less (iii) the Net Debt as of the Closing Date; less (iv) the Expense Fund.

“BCBCA” means the Business Corporations Act (British Columbia).

“Business Day” means any day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized to close in Toronto, Ontario, Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx or in the State of California, United States of America.

- 2 -

“Xxxxxx Board” means the board of directors of Xxxxxx, as constituted from time to time in accordance with the Xxxxxx Constating Documents.

“Xxxxxx Business” means the conduct, directly or indirectly, of one or more of the following activities: (a) the ownership, operation and/or management of any state-licensed Cannabis and Hemp, manufacturing, production or distribution facilities, dispensaries or related businesses; (b) the development, manufacture, production, distribution, marketing, offering for sale, distribution, delivery and/or sale of any products or services, in each case, relating to Cannabis and Hemp, regardless of the form, method of delivery or use, including any similar or related products, services or technology; and (c) the engagement in industrial and/or agricultural research and/or the development of any proprietary products or intellectual property, in each case, relating to Cannabis and Hemp. For clarity and without limiting the foregoing, the “Xxxxxx Business” includes the businesses operated by the Xxxxxx Entities.

“Xxxxxx Charter” means the Second Amended and Restated Certificate of Incorporation in respect of Xxxxxx dated December 24, 2019.

“Xxxxxx Common Shares” means the shares of Common Stock (as defined in the Xxxxxx Charter).

“Xxxxxx Constating Documents” means the Constating Documents of Xxxxxx, including the Xxxxxx Charter and the bylaws of Xxxxxx.

“Xxxxxx Data” means all data contained in the systems, databases, files or other records of any Xxxxxx Entity and all other information and data compilations used by any Xxxxxx Entity, whether or not in electronic form, including Personal Data.

“Xxxxxx Disclosure Schedule” means the Xxxxxx disclosure schedule delivered by Xxxxxx to Subversive on the Agreement Date.

“Xxxxxx Entities” means, collectively, Xxxxxx and its Subsidiaries and the Xxxxxx XX Entities.

“Xxxxxx Fundamental Representations” means, collectively, Section 3.01, Section 3.04, Section 3.07 Section 3.15, Section 3.19, Section 3.27 and Section 3.28.

“Xxxxxx Holder” means, collectively, the Xxxxxx Shareholders and the holders of Xxxxxx Options.

“Xxxxxx XX Entities” means, collectively, OG Enterprises Branding, Inc., a Delaware corporation (the “Xxxxxx XX Parent Entity”), and OG California Branding Inc., a California corporation.

“Xxxxxx Option Plan” means the CMG Partners, Inc. 2019 Stock Option and Grant Plan.

“Xxxxxx Options” means all outstanding options issued by Xxxxxx to acquire Xxxxxx Common Shares pursuant to the Xxxxxx Option Plan.

“Xxxxxx Preferred Shares” means, collectively, the Xxxxxx Series A Shares and the Xxxxxx Series B Shares.

“Xxxxxx Prospectus Financial Statements” means the audited statement of financial position of Xxxxxx as at each of September 30, 2020, December 31, 2019, and December 31, 2018, and the audited statement of comprehensive income, statement of changes in equity and statement of cash flows of Xxxxxx for the periods ended September 30, 2020 and December 31, 2019, together with the notes thereto; and “Xxxxxx Prospectus Financial Statements” shall also include such other financial statements of the Xxxxxx Entities as are required to be included in the Prospectus pursuant to applicable Laws and all prepared in accordance with IFRS.

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“Xxxxxx Series A Shares” means the shares of Series A Preferred Stock of Xxxxxx (as defined in the Xxxxxx Charter).

“Xxxxxx Series B Shares” means shares of Series B Preferred Stock of Xxxxxx (as defined in the Xxxxxx Charter).

“Xxxxxx Shareholders” means the holders of Xxxxxx Shares, as of immediately prior to the Closing Date, registered as such in the register of shareholders of Xxxxxx.

“Xxxxxx Shares” means, collectively, the Xxxxxx Common Shares and Xxxxxx Preferred Shares.

“Canadian Shareholders” means, collectively, 2656299 Ontario, Inc., AJA Holdings 2013, Inc. and Autumn Growth Limited Partnership.

“Cannabis” means all parts of the plant Cannabis sativa L. containing more than 0.3 percent THC, whether growing or not; the seeds thereof; the resin extracted from any part of such plant; and every compound, manufacture, salt, derivative, mixture, or preparation of such plant, its seeds or resin. The term does not include the mature stalks of such plant, fiber produced from such stalks, oil or cake made from the seeds of such plant, any other compound, manufacture, salt, derivative, mixture, or preparation of such mature stalks (except the resin extracted therefrom), fiber, oil, or cake, or the sterilized seed of such plant which is incapable of germination.

“Cannabis License” means any temporary, provisional, term limited, or permanent permit, license, registration, variance, clearance, consent, commission, franchise, exemption, order, authorization, or approval from any Governmental Authority that regulates the cultivation, manufacture, processing, marketing, sale or distribution of Cannabis products, whether for medical or recreational use, including but not limited to the annual cannabis license issued by the State of California (including by the Bureau of Cannabis Control, the California Department of Food and Agriculture or the California Department of Public Health, as applicable).

“Cash” means the aggregate amount of all unrestricted cash and cash equivalents (including marketable securities, short term investments, liquid instruments, xxxxx cash, deposits in transit to the extent there has been a reduction of receivables on account therefor, the amount of any received and uncleared checks, wires or drafts (but not including the amount of any issued but uncleared checks, wires or drafts) and all cash held for Xxxxxx’x account by Xxxxxx’x payment processors, in each case calculated in accordance with IFRS using, to the extent in accordance with IFRS, the same accounting methods, principles, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Balance Sheet.

“Cash Transaction Expenses” means the amount of Transaction Expenses that are paid by Xxxxxx on or prior to the Closing Date.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act.

“Change in Control” means (a) any transaction or series of related transactions involving a sale of (i) the equity securities having more than fifty percent (50%) of the voting power of Subversive or the Surviving Company or LCV (whether by merger, consolidation, recapitalization, sale or transfer of equity securities or otherwise) or (ii) all or substantially all of the assets of Subversive or the Surviving Company or LCV; provided, however, that any such sale or transfer by, among or between Subversive, the Surviving Company, LCV or any Subsidiary thereof, will not otherwise be deemed a Change in Control and (b) the first day on which any of the CMG Nominees are not elected to the Subversive Board at any meeting of the shareholders of Subversive at which directors are elected.

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“Closing Cash-Out Amount” means, with respect to each Xxxxxx Share being converted into the right to receive cash in accordance with Section 2.02(b)(ii), an amount of cash equal to the product of (a) the Closing Preferred A Consideration Per Share (in the case of Xxxxxx Series A Shares), the Closing Preferred B Consideration Per Share (in the case of Xxxxxx Series B Shares) or the Closing Common Consideration Per Share (in the case of Xxxxxx Common Shares), multiplied by (b) the Closing VWAP.

“Closing Common Consideration” means a number of Subversive Common Shares, equal to sum of (i) the Closing Transaction Consideration, less (ii) the aggregate total number of Subversive Common Shares issued to all holders of Xxxxxx Series A Shares and Xxxxxx Series B Shares pursuant to Section 2.02(b)(i).

“Closing Common Consideration Per Share” means a number of Subversive Common Shares equal to the quotient of (i) the Closing Common Consideration, divided by (ii) the total Fully Diluted Common Shares.

“Closing Preferred A Consideration Per Share” means a number of Subversive Common Shares equal to the quotient of (i) $6.00, divided by (ii) the Effective Share Price.

“Closing Preferred B Consideration Per Share” means a number of Subversive Common Shares equal to the quotient of (i) $7.06, divided by (ii) the Effective Share Price.

“Closing Transaction Consideration” means, a number of Subversive Common Shares equal to the quotient of (a) an amount equal to the Base Value divided by (b) the Effective Share Price.

“Closing VWAP” means the volume weighted average price per share of the Subversive Class A Shares on the Exchange (or on the principal exchange on which the Subversive Class A Shares are then traded) for the ten (10) consecutive trading days ending on the Business Day that is three (3) Business Days prior to the Closing Date, as reported by Bloomberg Finance L.P.

“CMG Nominees” means those Persons nominated to the Subversive Board by the Shareholders’ Representative pursuant to the Nomination Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Constating Documents” means memorandum of association, memorandum of continuance, certificate of incorporation or articles of incorporation, amalgamation, or continuation, by-laws, constitution, operating agreement, limited liability company agreement or certificate of formation, as applicable, and all amendments to such memorandum of association, memorandum of continuance, certificate of incorporation or articles of incorporation, by-laws, constitution, operating agreement, limited liability company agreement or certificate.

“Contingent Common Consideration” means, with respect to any payment of Contingent Transaction Consideration to be made on any date, a number of Subversive Common Shares equal to sum of (i) the total Contingent Transaction Consideration to be paid on such date, less (ii) the aggregate portion of such Contingent Transaction Consideration, if any, that is to be paid to the Xxxxxx Series A Shares and the Xxxxxx Series B Shares.

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“Contingent Common Consideration Per Share” means, with respect to any payment of Contingent Transaction Consideration to be paid on any date, a number equal to the quotient of (i) the Contingent Common Consideration to be paid on such date, divided by (ii) the total Fully Diluted Common Shares.

“Contingent Payment VWAP” means, as of the date of any payment of Trading Price Consideration, the volume weighted average price per share of the Subversive Common Shares (as reported by Bloomberg Finance L.P.) on the Exchange (or on the principal exchange on which the Subversive Common Shares are then traded) for the five (5) consecutive trading days ending on the Business Day that is three Business Days prior to the date that such Contingent Transaction Consideration is paid.

“Contingent Preferred A Consideration Per Share” means with respect to any payment of Contingent Transaction Consideration to be made on any date, a number of Subversive Common Shares equal to the quotient of (i) the Preferred A Contingent Value Per Share, if any, divided by (ii) the Contingent Payment VWAP as of the date of payment of such Contingent Transaction Consideration.

“Contingent Preferred B Consideration Per Share” means with respect to any payment of Contingent Transaction Consideration to be made on any date, a number of Subversive Common Shares equal to the quotient of (i) the Preferred B Contingent Value Per Share, if any, divided by (ii) the Contingent Payment VWAP as of the date of payment of such Contingent Transaction Consideration.

“Contingent Transaction Consideration” means, collectively, (i) the Trading Price Consideration, if any, (ii) the Earnout Consideration, if any, (iii) the PPP Loan Consideration, if any and (iv) the Remaining Prior Acquisition Agreements Consideration, if any.

“Continuing Employee” means each employee of any Xxxxxx Entity that remains employed immediately after the Closing by Subversive, the Surviving Company or any Affiliate thereof, and, for purposes of Section 2.04 of this Agreement, an employee of any Xxxxxx Entity, Subversive, the Surviving Company or any Subsidiary of Subversive who has remained employed by any such entity on a continuous basis through the applicable date set forth in Section 2.04(a)(ii), Section 2.04(b)(iii), Section 2.04(c)and Section 2.04(f).

“Contract” means all contracts, agreements, licenses, commitments, obligations and understandings, in any case whether written or oral, to which any Person is party or by which any of their assets are bound, and all amendments, restatements, supplements or other modifications thereto or waivers thereunder.

“COVID-19” means the Coronavirus Disease 2019, or any similar or related disease caused by the SARS- CoV-2 virus, or any mutation or evolution thereof.

“COVID-19 Requirements” means any policies, guidelines or Laws enacted, directly or indirectly, in response to or in connection with COVID-19 (including (i) any “shelter-in-place”, “stay at home” or similar Orders, (ii) the Cybersecurity and Infrastructure Security Agency Critical Infrastructure Worker Guidance 2.0, as may be amended, supplemented, updated or otherwise modified from time to time, (iii) the CARES Act and (iv) any guidance released by the Centers for Disease Control and Prevention).

“DGCL” means the General Corporation Law of the State of Delaware, as amended.

“Effective Share Price” means the Closing VWAP; provided, that if the Closing VWAP is equal to or greater than $9.50, then the Effective Share Price shall be $10.00.

“Employed Option Holder” means, as of the date of any payment pursuant to Section 2.04, a holder of Rollover Options who is a Continuing Employee as of such date.

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“Environmental and Safety Requirements” means any Law that is related to (i) pollution, contamination, cleanup, preservation, protection, reclamation or remediation of the environment, (ii) health or safety, (iii) the Release or threatened Release of, or exposure to, any Hazardous Material, including investigation, study, assessment, testing, monitoring, containment, removal, remediation, response, cleanup, abatement, prevention, control or regulation of such Release or threatened Release or (iv) the management of any Hazardous Material, including the manufacture, generation, formulation, processing, labeling, use, treatment, handling, storage, disposal, transportation, distribution, re-use, recycling or reclamation of any Hazardous Material; and, without limiting the generality of the foregoing, includes the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6091 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Clean Water Act (33 U.S.C. § 7401 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), the Toxic Substance Control Act (15 U.S.C. § 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), the Safe Drinking Water Act, as amended (42 U.S.C. § 300(f) et seq.) and Proposition 65, as amended (California Health and Safety Code Sections 25249.5 et seq.), and any applicable federal, state, local or foreign Law having a similar subject matter.

“Equity Securities” means, (i) if a Person is a corporation, shares of capital stock of such corporation and, if a Person is a form of entity other than a corporation, ownership interests in such form of entity, whether membership interests or partnership interests, (ii) other securities directly or indirectly convertible into, or exercisable or exchangeable for, any securities described in clause (i) above, (iii) any options, warrants or rights to directly or indirectly subscribe for or purchase, any securities described in clause (i) or (ii) above, or (iv) any agreement containing profit participation or phantom equity features with respect to any Person that is an entity.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations issued thereunder.

“ERISA Affiliate” means any Xxxxxx Entity, Xxxxxx Shareholder or any predecessor of any Xxxxxx Entity and any Xxxxxx Shareholder and any other Person who constitutes or has constituted all or part of a controlled group or had been or is under common control with, or whose employees were or are treated as employed by any Xxxxxx Entity, any Xxxxxx Shareholder or predecessor of Xxxxxx Entity and any Xxxxxx Shareholder, under Section 414 of the Code or Section 4001(b) of ERISA.

“Escrow Account” means the escrow account of Subversive established and maintained by the Escrow Agent, which holds in escrow the gross proceeds of the initial public offering of the Subversive Class A Restricted Voting Units, including the gross proceeds of the over-allotment option.

“Escrow Agent” means Olympia Trust Company, in its capacity as escrow agent, under the Escrow Agreement, and its successors and permitted assigns.

“Escrow Agreement” means the escrow agreement dated July 16, 2019, among Subversive, Odyssey Trust Company, and the IPO Underwriter, as supplemented by a successor escrow agreement, entered into among Subversive, the Escrow Agent, Odyssey Trust Company, and the IPO Underwriter.

“Exchange” means the NEO Exchange Inc.

“Exchange Listing Manual” means the Neo Exchange Inc. Listing Manual.

“Excluded Share” means any Xxxxxx Share owned by Subversive immediately prior to the Effective Time.

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“Expense Fund” means $50,000, designated as an expense fund to be deposited by Subversive with the Shareholders’ Representative at the Closing and held by the Shareholders’ Representative in the Expense Account.

“Federal Cannabis Laws” means any U.S. federal laws and regulations, civil, criminal or otherwise, as such relate, either directly or indirectly, to the cultivation, harvesting, production, distribution, marketing, sale and possession of Cannabis or products containing or relating to the same, including, without limitation, the Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§ 301-392, the prohibitions on drug trafficking under the Controlled Substances Act, 21 U.S.C. § 801, et seq., the conspiracy statute under 18 U.S.C. § 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. § 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. § 3, and federal money laundering statutes under 18 U.S.C. §§ 1956, 1957, and 1960 and the regulations and rules promulgated under any of the foregoing.

“Final IPO Prospectus” means the final long-form prospectus of Subversive dated July 10, 2019, in connection with its initial public offering of Subversive Class A Restricted Voting Units.

“Fully Diluted Xxxxxx Shares” means the number of Xxxxxx Common Shares issued and outstanding as of immediately prior to the Closing Date, (i) including all shares issuable upon exercise of all Vested In-the- Money Xxxxxx Options outstanding immediately prior to the Effective Time, (ii) assuming the conversion of all Xxxxxx Preferred Shares outstanding immediately prior to the Effective Time into Xxxxxx Common Shares, and (iii) excluding all shares issuable upon exercise of all unvested Xxxxxx Options outstanding immediately prior to the Effective Time; provided, that for purposes of calculating the Contingent Preferred A Consideration Per Share, the Contingent Preferred B Consideration Per Share and the Contingent Common Consideration Per Share for purposes of making and allocating payments of Contingent Transaction Consideration, if any, pursuant to Section 2.04(b)(iii), Fully Diluted Xxxxxx Shares shall be calculated to include all Xxxxxx Common Shares subject to the Rollover Options held immediately prior to the Effective Time by Employed Option Holders entitled to participate in the Earnout Consideration pursuant to Section 2.04(b)(iii); provided, further, that for purposes of calculating the Contingent Preferred A Consideration Per Share, the Contingent Preferred B Consideration Per Share and the Contingent Common Consideration Per Share for purposes of making and allocating payments of Contingent Transaction Consideration, if any, pursuant to Section 2.04(d), Fully Dilued Xxxxxx Shares shall be calculated to exclude all Xxxxxx Series B Shares that would not have ultimately been paid as an earnout under the Prior Acquisition Agreements after the final determination thereof (prior to any amendments thereto to have the earnout paid in the corresponding portion of the Prior Acquisition Agreements Consideration ).

“Fully Diluted Common Shares” means the Fully Diluted Xxxxxx Shares less the total number of Xxxxxx Series A Shares and Xxxxxx Series B Shares issued and outstanding as of immediately prior to the Closing Date.

“Governmental Authority” means any: (a) country, nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, provincial, local, municipal, foreign or other government; (c) governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, organization, body or entity and any court or other tribunal), including, for greater certainty, a Securities Authority; (d) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; (e) applicable stock exchange; or (f) applicable self-regulatory organization.

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“Governmental Authorization” means any consent, approval, permit, license, certificate, franchise, permission, variance, waiver, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law.

“Government Official” means, collectively, any officer or employee of a Governmental Authority, any Person acting for or on behalf of any Governmental Authority, any political party or official thereof and any candidate for political office.

“Hazardous Material” means hazardous substances, as defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; hazardous wastes, as defined by the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; hazardous materials as defined by the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); radioactive material, including any source, special nuclear, or by-product material as defined in 42 U.S.C. § 2011 et seq.; asbestos; lead; polychlorinated biphenyls; microbial matter, biological toxins, mycotoxins, mold or mold spores; and other material, substance or waste to which liability or standards of conduct may be imposed, or which requires or may require investigation, under any applicable Environmental and Safety Requirements.

“Hemp” means the plant Cannabis sativa L. and any derivatives thereof, including the seeds, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a THC concentration of less than 0.3 percent on a dry weight basis.

“Highest In the Money Exercise Price ” means the highest per share exercise price at which the product of (x) the Closing Common Consideration Per Share and (y) the Effective Share Price would exceed such highest per share exercise price assuming that (a) all Vested Xxxxxx Options outstanding immediately prior to the Effective Time (i) with a per share exercise price equal to or less than such highest per share exercise price are included in the Fully Diluted Common Shares and (ii) with a per share exercise price greater than such highest per share exercise price are excluded from the Fully Diluted Common Shares and (b) the sum of the exercise prices of all Vested Xxxxxx Options (i) with a per share exercise price equal to or less than such highest per share exercise price were included in the Aggregate Option Exercise Price and (ii) with a per share exercise price greater than such highest per share exercise price were excluded from the Aggregate Option Exercise Price.

“IFRS” means International Financial Reporting Standards (IFRS) promulgated by the International Accounting Standards Board (IASB), together with its pronouncements thereon from time to time, and applied on a consistent basis.

“Improper Payment Laws” means the United States Foreign Corrupt Practices Act of 1977 or any rules or regulations thereunder, the United Kingdom Bribery Act of 2010, any legislation implementing the Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and any other applicable Law regarding anti-bribery or illegal payments or gratuities.

“Income Tax” means any Taxes (a) imposed on, or with reference to, net income or gross receipts, or (b) imposed on, or with reference to, multiple bases including net income or gross receipts.

“Income Tax Return” means a Tax Return filed or required to be filed in connection with the determination, assessment or collection of any Income Tax of any party or the administration of any Laws or administrative requirements relating to any Income Tax.

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“Indebtedness” means, with respect to any Person, without duplication, (a) all obligations for borrowed money, including all PPP Loans, (b) all obligations evidenced by bonds, debentures, notes or other similar instruments or debt securities, (c) all obligations under swaps, xxxxxx or similar instruments, (d) all obligations for the deferred purchase price of any property or services (other than trade accounts payable and accrued expenses incurred in the ordinary course of business), including earn-outs, payments under non-compete agreements and seller notes (provided, that Xxxxxx’x obligations to issue the Prior Acquisition Agreements Xxxxxx Shares shall not be included as Indebtedness), (e) all obligations created or arising under any conditional sale or other title retention agreement, (f) all obligations secured by a Lien, (g) all obligations under leases which shall have been or should be, in accordance with U.S. GAAP, recorded as capital leases, (h) all obligations in respect of bankers’ acceptances, surety bonds, performance bonds or letters of credit, (i) all obligations of any third party which are directly or indirectly guaranteed by such Person or in respect of which such Person has otherwise assured an obligee against loss, and (j) all interest, principal, prepayment penalties, premiums, fees or expenses due or owing in respect of any item listed in clauses (a) through (j) above.

“Intellectual Property” means, collectively, all of the following and all rights of the following types, in the United States and all countries or jurisdictions foreign thereto, (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, (b) all Trademarks, all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all moral rights and copyrights in any work of authorship (including catalogues and related copy, databases, software, and mask works) and all applications, registrations, and renewals in connection therewith, (d) all trade secrets, confidential business information, ideas, research and development, know-how, methods, formulas, recipes, compositions, manufacturing and production processes and techniques, technical and other data, designs, drawings, specifications, customer and supplier lists, ingredients lists, pricing and cost information, and business and marketing plans and proposals), (e) all websites, computer software and firmware (including source code, executable code, data, databases, user interfaces, algorithms and related documentation) (collectively, “Software”), (f) all rights to privacy and publicity and all name, image, and likeness rights, (g) all other proprietary and intellectual property rights,

(h) all copies and tangible embodiments of any of the foregoing (in whatever form or medium), (i) the exclusive right to display, reproduce, make, use, sell, distribute, import, export and create derivative works or improvements based on any of the foregoing, and (j) all income, royalties, damages and payments related to any of the foregoing (including damages and payments for past, present or future infringements, misappropriations or other conflicts with any intellectual property), and the right to xxx and recover for past, present or future infringements, misappropriations or other conflict with any intellectual property.

“IPO Underwriter” means Canaccord Genuity Corp.

“IRS” means the United States Internal Revenue Service.

“Knowledge” means (a) with respect to Xxxxxx, the actual knowledge of the individuals set forth in Section 1.01(a) of the Xxxxxx Disclosure Schedule, and the knowledge of the individuals set forth in Section 1.01(a) of the Xxxxxx Disclosure Schedule after making reasonable inquiries regarding the relevant matter, and (b) with respect to Subversive, the actual knowledge of the individuals set forth in Section 1.01(b) of the Xxxxxx Disclosure Schedule and the knowledge of the individuals set forth in Section 1.01(b) of the Xxxxxx Disclosure Schedule after making reasonable inquiries regarding the relevant matter.

“Law” means any federal, state, local, municipal, provincial, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, consent order, consent decree, decree, Order, judgment, rule, regulation, ruling, directive, regulatory guidance, agreement or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or with or under the authority of any Governmental Authority.

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“LCV Transaction” means the transactions contemplated under and by the LCV Transaction Agreement.

“LCV Transaction Agreement” means the Transaction Agreement and Plan of Reorganization, dated as of the Agreement Date, among Subversive, Left Coast Ventures, Inc., a Delaware corporation (“LCV”) and the other parties thereto.

“Liabilities” means any indebtedness, liabilities or obligations of any nature whatsoever, whether accrued or unaccrued, absolute or contingent, direct or indirect, asserted or unasserted, fixed or unfixed, known or unknown, xxxxxx or inchoate, perfected or unperfected, liquidated or unliquidated, secured or unsecured, or otherwise, and whether due or to become due.

“Liens” means any lien, pledge, hypothecation, charge, mortgage, security interest, claim, option, right of first refusal, pre-emptive right, or community property interest or any restriction (except those contained in the applicable articles) on the voting of any security or the transfer of any security or asset, but excluding non-exclusive Intellectual Property licenses entered into in the Ordinary Course.

“Losses” means any and all Liabilities, losses, damages, awards, judgments, royalties, deficiencies, penalties, fines, Taxes, demands, claims, costs and expenses (including reasonable fees and expenses of attorneys, accountants and other advisors and experts paid in connection with the investigation, prosecution or defense of, and all amounts paid in settlement with respect to, any of the foregoing or any Proceeding relating to any of the foregoing, including in respect of enforcement of indemnity rights hereunder).

“Material Adverse Effect” when used in connection with a Party means any change, event, development, occurrence, effect, state of facts or circumstance (each, an “Event”) that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect to the business, condition (financial or otherwise), assets, liabilities or results of operations of that Party and its Subsidiaries, taken as a whole, or would be reasonably expected to prevent or materially delay that Party from consummating the transactions contemplated by this Agreement, other than Events that arise from or in connection with (either alone or in combination): (i) general global political, economic, financial, currency exchange, securities, capital or credit market conditions; (ii) any act of terrorism, war (whether or not declared), armed hostilities, riots, insurrection, civil disorder, military conflicts or other armed conflict, in each case, whether occurring within or outside of Canada or the United States, or any material worsening of such conditions threatened or existing as of the date hereof; (iii) any climatic or other natural events, calamities or conditions (including drought, other weather conditions, any natural disaster, national or global health emergencies or pandemics (including the COVID-19 pandemic) or any material worsening of such conditions threatened or existing as of the date hereof; (iv) any change or proposed change in Law (including taxation laws), IFRS, U.S. GAAP or accounting rules or the interpretation thereof applicable to the industries or markets in which either Party operates; (v) any change affecting the industries or markets in which such Party operates; (vi) the announcement of the execution of this Agreement or the pending consummation of this Agreement or the LCV Transaction Agreement, the Xxxxxx Transaction, the LCV Transaction or any other transactions contemplated by this Agreement or the LCV Transaction Agreement; (vii) any failure by any Xxxxxx Entity to meet any internal or published projections, forecasts, or revenue or earnings predictions (but not the cause or causes of any such failure); or (viii) compliance with the terms of, and the taking of any action required by, this Agreement or the LCV Transaction Agreement or the Xxxxxx Transaction or LCV Transaction, or the taking or not taking of any action at the request of, or with the written consent of, the other Party except in the case of clauses (i) through (v) above, such exceptions will not apply to the extent such Event has had a disproportionate effect on such Party relative to similarly situated businesses in the same industry and markets.

“MergerSub Board” means the board of directors of MergerSub, as constituted from time to time in accordance with the MergerSub Constating Documents.

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“MergerSub Constating Documents” means the Constating Documents of MergerSub.

“Net Debt” means the sum of (i) total Indebtedness of Xxxxxx as of the Closing Date, less (ii) Cash of Xxxxxx as of the Closing Date, less (iii) all Cash Transaction Expenses.

“Nomination Agreement” means that certain Nomination Rights Agreement, to be executed by Subversive and those Persons party thereto, in the form attached hereto as Exhibit.

“Non-U.S. Person” shall mean a Person other than a U.S. Person.

“Open Source Software” means any software that is subject to the GNU General Public License (GPL), the Lesser GNU Public License (LGPL), the GNU Affero General Public License, any “copyleft”, “open source”, or “free” license, or any other license that requires as a condition of use, modification or distribution of such software that such software or other software combined or distributed with it be: (a) disclosed or distributed in source code form, (b) licensed for the purpose of making derivative works, or (c) redistributable at no charge.

“Order” means any order, writ, assessment, decision, injunction, decree, judgment, ruling, award, settlement or stipulation issued, whether preliminary or final, promulgated or entered into by or with any Governmental Authority.

“Ordinary Course” means, with respect to an action taken by a Party, that such action (a) is consistent with the past practices of such Party and (b) is taken in the ordinary course of the operations of the business of such Party.

“OSC” means the Ontario Securities Commission.

“Other Transactions” means the LCV Transaction and the SC Transactions.

“Permitted Liens” means (a) statutory liens for current Taxes which are not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by a Party and its Subsidiaries, (b) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar statutory Liens arising in the Ordinary Course, (c) Liens consisting of pledges or deposits required in the Ordinary Course of business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (d) any interest or title of a lessor or sublessor (or licensor or sublicensor), as lessor or sublessor, under any lease (or license) and any precautionary uniform commercial code financing statements filed under any lease that do not materially detract from the value of or interfere with a Party’s and its Subsidiaries’ present uses or occupancy of such property, (e) easements, rights of way and liens or restrictions on use that are imposed by law relating to zoning, building or land use, (f) purchase money security interests and any Lien securing obligations reflected in the financial statements of a Party, (g) any other non-monetary encumbrance that does not materially detract from the value of or materially interfere with a Party’s and its Subsidiaries’ present uses or occupancy of their respective assets, and (h) Liens created by or through Subversive upon or after the Closing.

“Permitted Transferee” means (a) in the case of a natural Person, to such Person’s (i) parents, spouse, siblings, or natural or adopted children, (ii) a trust or trusts, exclusively for the benefit of such Persons or (iii) an entity in which one or more of such Persons hold the entire beneficial interest; (b) upon the death of a natural Person, to such Person’s heirs, executors, administrators, testamentary trustees, legatees or beneficiaries; (c) in the case of a Person other than a natural Person, to any Affiliate of such Person; and (d) in the case of the winding up or liquidation of a Person other than a natural person, to its Affiliates, shareholders, members or partners, as applicable.

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“Person” means an individual, company (including not-for-profit company), corporation (including a not- for-profit corporation), body corporate, general or limited partnership, limited liability partnership, limited liability company, unlimited liability corporation, joint venture, trust, estate, association, trustee, executor, administrator, legal representative, Governmental Authority, unincorporated organization or other entity of

“Personal Data” means all data that identifies or locates a natural person or that, in combination with other reasonably available data, can be used to identify or locate a natural person.

“PIPE Transaction” means any treasury offering of subscription receipts of Subversive on a brokered or non-brokered private placement basis, whereby each such subscription receipt will entitle the holder thereof to ultimately receive one Subversive Common Share on or around the Closing Date.

“Prior Acquisition Agreements” means (i) the Membership Interest Purchase Agreement, dated as of August 2, 2019, among Xxxxxx, CrEATe Experience, LLC, Alex Cointreau, and the other parties thereto, and (ii) the Limited Liability Company Agreement of Xxxxxx CAREDELA1, LLC, dated as of September 3, 2019, among Xxxxxx, Xxxxxx CAREDELA1, LLC, and the other parties thereto.

“Prior Acquisition Agreements Xxxxxx Shares” means the maximum number of Xxxxxx Series B Shares issuable by Xxxxxx as an earnout under the Prior Acquisition Agreements.

“Pro Forma Capitalization Table” means a capitalization table setting forth the total authorized Equity Securities and total outstanding Equity Securities of Subversive, presented assuming the consummation of the Xxxxxx Transaction, the LCV Transaction and the SC Transactions and all of the transactions contemplated hereby and thereby, including (i) the aggregate number of Equity Securities of Subversive issued or reserved for issuance with respect to the Xxxxxx Transaction, (ii) the aggregate number of Equity Securities of Subversive issued or reserved for issuance with respect to LCV Transaction, (ii) the aggregate number of Equity Securities of Subversive issued or reserved for issuance with respect to the SC Transactions, and (iv) the aggregate number of Equity Securities of Subversive issued or reserved for issuance to Sponsor and its Affiliates.

“PPP Loans” means all obligations arising under and related to any loans received by a Xxxxxx Entity pursuant to the Paycheck Protection Program or the CARES Act or any other governmental relief program relating to COVID-19.

“Preferred A Contingent Value Per Share” means, as of the date of any payment of Contingent Transaction Consideration, (i) $0.00, if the Transaction Consideration Value Per Share is less than $6.00, or (ii) the amount by which Transaction Consideration Value Per Share exceeds the total Transaction Consideration Value previously paid with respect to each Xxxxxx Series A Share, if the Transaction Consideration Value Per Share is greater than $6.00.

“Preferred B Contingent Value Per Share” means, as of the date of any payment of Contingent Transaction Consideration, (i) $0.00, if the Transaction Consideration Value Per Share is less than $7.06, or (ii) the amount by which Transaction Consideration Value Per Share exceeds the total Transaction Consideration Value previously paid with respect to each Xxxxxx Series B Share, if the Transaction Consideration Value Per Share is greater than $7.06.

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“Privacy and Information Security Requirements” means (a) all Laws relating to the Processing of Personal Data, data privacy or information security, to the extent applicable to Xxxxxx Entities and (b) the Payment Card Industry Data Security Standards.

“Pro Forma Balance Sheet” means a pro forma consolidated balance sheet of Subversive, presented assuming the consummation of the Xxxxxx Transaction, the LCV Transaction and the SC Transactions and all of the transactions contemplated hereby and thereby, and the payment or accrual of all transaction expenses in connection therewith.

“Pro Rata Share” means, with respect to each Xxxxxx Share, the result of a fraction, the numerator of which is the total amount of Closing Transaction Consideration paid with respect to such Xxxxxx Share, and the denominator of which is the total amount of Closing Transaction Consideration paid with respect to all Xxxxxx Shares.

“Proceeding” means any action, suit, claim (or counterclaim), cause of action, charge, complaint, litigation, arbitration, mediation, grievance, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or investigation commenced, brought, conducted or heard by or before any court or other Governmental Authority or any arbitrator or arbitration or mediation panel, or any administrative or supervisory action taken by a Governmental Authority.

“Process” or “Processing” means the collection, use, storage, processing, distribution, transfer, import, export, protection (including security measures), disposal or disclosure or other activity regarding data (whether electronically or in any other form or medium).

“Prospectus” means the preliminary prospectus and/or final prospectus of Subversive, and any amendment thereto, as the context requires, containing disclosure regarding, among other things, Subversive and the completion of the Xxxxxx Transaction and the LCV Transaction (and any related matters), as the Qualifying Transaction of Subversive.

“Purchase Consideration” means, with respect to each of the Purchase Shares: (A) a number of Subversive Common Shares equal to the Closing Preferred A Consideration Per Share (in the case of Purchase Shares that are Xxxxxx Series A Shares), Closing Preferred B Consideration Per Share (in the case of Purchase Shares that are Xxxxxx Series B Shares) or Closing Common Consideration Per Share (in the case of Xxxxxx Common Shares); and (B) the contingent right to receive the applicable portion per Purchase Share of the Contingent Transaction Consideration following the Closing in accordance with Section 2.04.

“Qualified Investor” means a Xxxxxx Shareholder that either (a) qualifies as an accredited investor, as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as mutually determined by Subversive and Xxxxxx in their reasonable discretion, or (b) otherwise may receive Subversive Common Shares in the Xxxxxx Transaction pursuant to an available exemption from the registration requirements of the Securities Act as mutually determined by Subversive and Xxxxxx in their reasonable discretion.

“Registration Rights Agreement” means that certain Registration Rights Agreement, to be executed by Subversive and those Persons party thereto, in the form attached hereto as Exhibit.

“Related Party” means each Xxxxxx Shareholder who alone or together with such Person’s Affiliates, owns ten percent (10%) or more of the Xxxxxx Shares, each officer, manager or director of a Xxxxxx Entity, each family member of any Xxxxxx Shareholder of the type referenced above, or any director, manager or officer of a Xxxxxx Entity, each trust for the benefit of any of the foregoing, and each Affiliate of any of the foregoing (other than a Xxxxxx Entity).

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“Related Party Transaction” means any Contract or arrangement or transaction between a Xxxxxx Entity, on the one hand, and any Related Party, on the other hand.

“Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing or dumping into the indoor or outdoor environment.

“Representative” means, with respect to any Person, any Subsidiary of such Person and such Person’s and each of its respective Subsidiaries’ directors, officers, employees, investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives.

“Sanctioned Jurisdiction” means, at any time, a country, territory or geographical region which is itself the subject or target of any Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctions” means economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced from time to time by Governmental Authorities with jurisdiction over any Xxxxxx Shareholder or the Xxxxxx Entities (including the Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and the U.S. Department of Commerce), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other relevant Governmental Authority in the jurisdictions in which any Xxxxxx Entity operates.

“Sanctions Laws” means all Laws and requirements of any jurisdiction, including the U.S., applicable to any Xxxxxx Shareholder or any Xxxxxx Entity, their Affiliates or any Party to this Agreement concerning or relating to Sanctions, terrorism or money laundering, including, without limitation, (a) Executive Order No. 13224 of September 23, 2001 entitled Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”); (b) the USA PATRIOT Act of 2001; (c) the U.S. International Emergency Economic Powers Act; (d) the U.S. Trading with the Enemy Act; (e) the U.S. United Nations Participation Act; (f) the U.S. Syria Accountability and Lebanese Sovereignty Act; (g) the U.S. Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010; (h) the Iran Sanctions Act, Section 1245 of the National Defense Authorization Act of 2012; and (i) any similar Laws, rules, regulations and requirements enacted, administered or enforced by the U.S., the United Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant Governmental Authority in the jurisdictions in which any Xxxxxx Entity operates.

“Sanctions Target” means any Person: (a) that is the subject or target of any Sanctions; (b) listed in the annex to, or otherwise subject to the provisions of, the Executive Order; (c) named in any Sanctions-related list maintained by OFAC, the U.S. Department of State, the U.S. Department of Commerce or the U.S. Department of the Treasury, including the OFAC list of “Specially Designated Nationals and Blocked Persons;” (d) located, organized or resident in a Sanctioned Jurisdiction that is, or whose government is, the subject or target of Sanctions; (e) which otherwise is, by public designation of the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other relevant Governmental Authority in the jurisdictions in which any Xxxxxx Entity operates, the subject or target of any Sanction; (f) with which any party to this Agreement is prohibited from dealing or otherwise engaging in any transaction by any Sanctions Laws; or (g) owned or controlled by any such Person or Persons described in the foregoing clauses (a)-(f).

“SC Agreements” means, collectively, the SC Transaction Agreement, the SC Brand Strategy Agreement, the Heads of Terms and the other agreements and documents pursuant to which the SC Transactions shall be consummated.

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“SC Transactions” means the consummation of the transactions contemplated by (a) the Transaction Agreement, dated as of the Agreement Date (the “SC Transaction Agreement”), by and between Subversive, SC Vessel 1, LLC, Xxxxxx, and OG Enterprises, Inc., (b) the Brand Strategy Agreement, by and between SC Branding, LLC and Subversive, dated as of the Agreement Date (the “SC Brand Strategy Agreement”), and (c) the Binding Heads of Terms, dated as of the Agreement Date, among Subversive, Roc Nation, LLC and the other parties thereto (the “Heads of Terms”).

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Securities Authority” means the OSC and any other applicable securities commission or securities regulatory authority of any province or territory of Canada or the United Sates, including the United States Securities and Exchange Commission.

“Securities Laws” means the Securities Act (Ontario) and all the securities laws of each province and territory of Canada, except Quebec, and the rules, regulations and policies of the Exchange.

“SEDAR” means the System for Electronic Document Analysis and Retrieval administered by the Canadian Securities Administrators.

“Service Provider” means each director, manager, officer, employee, independent contractor, consultant, leased employee or other service provider of the Xxxxxx Entities.

“Sponsor” means Subversive Capital, LLC, a Delaware limited liability company.

“Sponsor Lock-up and Forfeiture Agreement” means that certain Sponsor Lock-up and Forfeiture Agreement, to be executed by Subversive, Sponsor and those Persons party thereto, in the form attached hereto as Sponsor Lock-Up And Forfeiture Agreement

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Exhibit E

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any manager, managing director or general partner of such limited liability company, partnership, association or other business entity.

“Subversive Board” means the board of directors of Subversive, as constituted from time to time in accordance with the Subversive Constating Documents and the Investor Rights Agreement.

“Subversive Class A Restricted Voting Units” means the class A restricted voting units of Subversive issued pursuant to the Final IPO Prospectus, each consisting of one Subversive Class A Share and one half Warrant.

“Subversive Class A Shares” means the class A restricted voting shares in the capital of Subversive. “Subversive Class B Shares” means the class B shares in the capital of Subversive.

“Subversive Common Shares” means the common shares in the capital of Subversive. “Subversive Constating Documents” means the Constating Documents of Subversive.

“Subversive Disclosure Schedule” means the Subversive disclosure schedule delivered by Xxxxxx to Subversive on the Agreement Date.

“Subversive Fundamental Representations” means, collectively, Section 4.01, Section 4.05, Section 4.06, Section 4.10, Section 4.12(f), Section 4.18(j), Section 4.19 and Section 4.20.

“Subversive Parties” means, Subversive and its Affiliates and their respective equity holders and Representatives.

“Subversive Securities Authorities” means, collectively, the Alberta Securities Commission, British Columbia Securities Commission, Manitoba Securities Commission, Financial and Consumer Services Commission of New Brunswick, Office of the Superintendent of Securities Service Newfoundland and Labrador, Office of the Superintendent of Securities of the Northwest Territories, Nova Scotia Securities Commission, Nunavut Securities Office, Ontario Securities Commission, Office of the Superintendent of Securities of Xxxxxx Xxxxxx Island, Financial and Consumer Affairs Authority of Saskatchewan and Office of the Yukon Superintendent of Securities.

“Subversive Shareholders” means (a) prior to the Effective Time, the registered holders or beneficial owners, as the context requires, of the Subversive Shares; and (b) at and after the Effective Time, the registered holders and/or beneficial owners, as the context requires, of the Subversive Common Shares.

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“Subversive Shares” means the Subversive Class A Shares, the Subversive Class B Shares and the Subversive Common Shares.

“Support and Lock-Up Agreement” means the voting support and lock-up agreements dated as of the Agreement Date between Subversive and each Person set forth in Section 1.01(c) of the Xxxxxx Disclosure Schedule.

“Tax” or “Taxes” means (i) any and all multi-national, U.S. federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, entertainment, amusement, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, ad valorem, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, composite, healthcare, escheat or unclaimed property (whether or not considered a tax under applicable Law) or other tax, of any kind whatsoever, including any interest, penalties or additions to Tax, any penalties resulting from any failure to file or timely file a Tax Return, or additional amounts in respect of the foregoing; (ii) liability for the payment of any amounts of the type described in clause (i) above of another Person arising as a result of being (or ceasing to be) a member of any affiliated group (or being included (or required to be included) in any Tax Return relating thereto); and (iii) liability for the payment of any amounts of the type described in clause (i) above of another Person as a result of any transferee or secondary liability or any liability assumed by Contract, Law, or otherwise.

“Tax Return” means returns, declarations, reports, notices, forms, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information and Treasury Form TD F 90-22.1 and FinCEN Form 114) filed or required to be filed with any Governmental Authority, or maintained by any Person, or required to be maintained by any Person, in connection with the determination, assessment or collection of any Tax of any party or the administration of any Laws, regulations or administrative requirements relating to any Tax.

“THC” means delta-9 tetrahydrocannabinol.

“Trademarks” mean, in the United States and all countries and jurisdictions foreign thereto, registered trademarks, registered service marks, trademark and service xxxx applications, unregistered trademarks and service marks, registered trade names and unregistered trade names, corporate names, fictitious names, trade dress, logos, designs, slogans, Internet domain names and the registrations thereof, social media accounts, rights in telephone numbers, and other indicia of origin, together with all translations, adaptations, derivations, combinations and renewals thereof.

“Transaction Consideration” means, collectively, (i) an amount equal to the Closing Transaction Consideration, plus (ii) the Contingent Transaction Consideration, if any.

“Transaction Consideration Value” means, as of any date on which an installment of Contingent Transaction Consideration is to be paid, the sum of (i) the Base Value; plus (ii) the product of any installment of Contingent Transaction Consideration paid prior to such date and the Contingent Payment VWAP as of the date of such prior installment; plus (iii) the product of the Contingent Transaction Consideration being paid on such date and the Contingent Payment VWAP as of such date.

“Transaction Consideration Value Per Share” means, as of any date, the quotient obtained by dividing (i) the Transaction Consideration Value as of such date (including for avoidance of doubt any Contingent Transaction Consideration paid on or prior to such date), by (ii) the Fully Diluted Xxxxxx Shares.

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“Transaction Document” means any agreement, document, certificate or instrument delivered pursuant to or in connection with this Agreement or the transactions contemplated hereby.

“Transaction Expenses” means (i) all of the fees, costs and expenses incurred by any Xxxxxx Entity in connection with, in anticipation of or incident to the negotiation, execution, and delivery of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby, or in connection with or in anticipation of any alternative transactions with respect to the Xxxxxx Entities, including all fees, costs and expenses payable to attorneys, financial advisors, accountants, consultants or other advisors, and all obligations under any engagement letter or other agreement or understanding with any investment bank or broker, (ii) all payments by any Xxxxxx Entity to obtain any third party consent required under any Contract in connection with the consummation of the transactions contemplated by this Agreement or any Transaction Document and (iii) the D&O Premium.

“Treasury Regulations” means the regulations promulgated under the Code, as the same may be amended or supplemented from time to time.

“U.S.” or “United States” means the United States of America.

“U.S. GAAP” means United Stated generally accepted accounting principles applied on a consistent basis throughout the relevant periods.

“US Holdco” means TPCO US Holding LLC, a Delaware, member-managed limited liability company, that is wholly-owned subsidiary of Subversive and a disregarded entity for Federal income tax purposes (and corresponding state and local Tax purposes).

“U.S. Person” shall have the meaning given that term in Rule 902 of Regulation S, promulgated under the Securities Act.

“Vested Xxxxxx Options” means Xxxxxx Options or portions of the Xxxxxx Options that are vested immediately prior to the Effective Time other than any Xxxxxx Option that, as of immediately prior to the Effective Time, will have lapsed, expired or been cancelled or for which notice of exercise prior to the Effective Time has been provided prior to the date that is five (5) Business days prior to the anticipated Closing Date.

“Vested In-the-Money Xxxxxx Options” means the Vested Xxxxxx Options that have an exercise price that is equal to or less than the Highest In the Money Exercise Price.

“VWAP” means, as of any date of determination, the volume weighted average price per share of the Subversive Common Shares on the Exchange (or on the principal exchange on which the Subversive Common Shares are then traded) for the period of the twenty (20) consecutive trading days prior to such date of determination, as reported by Bloomberg Finance L.P. For the avoidance of doubt, VWAP is defined separately from Closing VWAP and Contingent Payment VWAP.

“Warrant” means the share purchase warrants that Subversive sold pursuant to the Final IPO Prospectus.

Section 1.02 INTERPRETATION.

(a) When a reference is made in this Agreement to an Article, Section or Schedule, such reference shall be to an Article or Section of, or a Schedule to, this Agreement unless otherwise indicated.

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(b) The table of contents, headings and index of defined terms contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(c) Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “will” shall be construed to have the same meaning and effect of the word “shall.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”

(d) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

(e) References to a Person are also to its successors and permitted assigns. All terms defined in this Agreement shall have the respective defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(f) The definitions contained in this Agreement are applicable to the singular as well as the plural form of such terms and any gender form of such term.

(g) Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

(h) The Schedules to this Agreement, including the Xxxxxx Disclosure Schedule and the Subversive Disclosure Schedule, are hereby incorporated and made a part hereof and are an integral part of this Agreement. Any matter set forth in any section of the Xxxxxx Disclosure Schedule or Subversive Disclosure Schedule, as applicable, shall be deemed to be referred to and incorporated in any section to which it is specifically referenced or cross-referenced and also in all other sections of the Xxxxxx Disclosure Schedule or the Subversive Disclosure Schedule, respectively, to which such matter’s application or relevance is reasonably apparent. Any capitalized term used in any Schedule, the Xxxxxx Disclosure Schedule or the Subversive Disclosure Schedule but not otherwise defined therein shall have the meaning given to such term herein.

(i) Where used with respect to information, the phrases “delivered” or “made available” shall mean that the information referred to has been physically or electronically delivered to the relevant Party or its respective Representatives and, in the case of being “made available” to Subversive, material that has been posted in the electronic data room hosted by Box maintained by or on behalf of Xxxxxx in connection with the transactions contemplated by this Agreement a least three (3) Business Days prior to the Agreement Date.

(j) A period of time is to be computed as beginning on the day following the event that began the period and ending at 11:59 p.m. (Vancouver time) on the last day of the period, if the last day of the period is a Business Day, or at 11:59 p.m. (Vancouver time) on the next Business Day if the last day of the period is not a Business Day.

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(k) All dollar amounts referred to in this Agreement are stated in U.S. Dollars unless otherwise specified.

ARTICLE II

TRANSACTION

Section 2.01 TRANSACTION. The Parties agree that:

(a) The Initial Purchase Transaction. Subject to the terms and conditions of this Agreement, immediately prior to the Effective Time on the Closing Date, Subversive shall purchase the Xxxxxx Shares owned by the Canadian Shareholders (the “Purchase Shares”), and the Canadian Shareholders shall sell the Purchase Shares to Subversive, for a purchase price for each such Purchase Share equal to the Purchase Consideration. Subversive agrees to file a joint election pursuant to subsection 85(1) or 85(2) of the Income Tax Act (Canada (the “Act”) with any Canadian Shareholder who requests that such filing be made, with an agreed amount as determined by the Canadian Shareholder, in the time and manner required by the Act.

(b) The Merger. Subject to the terms and conditions of this Agreement and in accordance with the DGCL, at the Effective Time, immediately after giving effect to the Purchase Transaction, (i) MergerSub shall be merged with and into Xxxxxx and the separate corporate existence of MergerSub shall thereupon cease, and (ii) Xxxxxx shall continue as the Surviving Company and a wholly owned Subsidiary of Subversive and shall continue to be governed by the laws of the State of Delaware.

(c) Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on either (i) the third (3^rd) Business Day following the date on which the conditions set forth in Section 6.01, Section 6.02 and Section 6.03 have been satisfied or, to the extent permitted hereunder, waived (other than conditions that are to be satisfied and are capable of being satisfied by actions at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated prior to such time in accordance with Article VII, or (ii) such other date as Subversive and Xxxxxx may agree to in writing. The date on which the Closing occurs pursuant to the foregoing sentence is referred to in this Agreement as the “Closing Date.”

(d) Effective Time. Subject to the terms and conditions of this Agreement, contemporaneously with or as promptly as practicable after the Closing, Xxxxxx and MergerSub shall duly execute a certificate of merger in the form attached hereto as Exhibit A (the “Certificate of Merger”) and file such Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The Merger shall become effective at such time as the Certificate of Merger, accompanied by payment of the filing fee (as provided in the DGCL), has been examined by and received the endorsed approval of the Secretary of State of the State of Delaware or at such other time set forth in the Certificate of Merger as mutually agreed by Xxxxxx and Subversive (the “Effective Time”).

(e) Effect of the Merger. The Merger shall have the effects specified in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Xxxxxx and MergerSub shall vest in the Surviving Company, and all debts, Liabilities and duties of Xxxxxx and MergerSub shall become the debts, Liabilities and duties of the Surviving Company.

(f) Certificate of Incorporation and Bylaws. As of the Effective Time, by virtue of the Merger and without any action on the part of MergerSub, Xxxxxx or any other Person being required, the certificate of incorporation and bylaws of MergerSub shall be the certificate of incorporation and bylaws of the Surviving Company until thereafter amended as provided by Law and the terms of such certificate of incorporation and bylaws, as applicable.

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(g) Directors and Officers. Unless otherwise determined by Subversive prior to the Effective Time, the directors and officers of MergerSub immediately prior to the Effective Time shall be the directors and officers of the Surviving Company, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Company until their respective successors are duly appointed or elected and qualified or until their respective earlier death, resignation or removal, as the case may be; provided, however, that until such time as each Xxxxxx Entity obtains all required approvals from the applicable Governmental Authorities necessary to preserve the Cannabis Licenses, each member of the board of directors of the Surviving Company and of each applicable Xxxxxx Entity shall remain a director following the Effective Time as necessary to facilitate the continued operation of the Xxxxxx Business.

(h) Formation of US Holdco. Following the Merger and the LCV Transaction, and immediately after consummation of the merger contemplated by the SC Transaction Agreement, Subversive shall contribute all of the capital stock of the Surviving Company and all of the capital stock of the surviving company of the merger of LCV and the MergerSub (as defined in the LCV Transaction Agreement) to the US Holdco in exchange for additional membership interest of US Holdco, such that each of Xxxxxx and LCV will be wholly-owned subsidiaries of US Holdco. Due to the status of US Holdco as a disregarded entity wholly-owned by Subversive for Federal income tax purposes (and corresponding state and local Tax purposes), this transaction is intended to have no effect for United States Federal income tax purposes.

Section 2.02 CONVERSION OF XXXXXX SHARES; TREATMENT OF XXXXXX OPTIONS. Upon the terms and subject to the conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Subversive and MergerSub (or their respective shareholders) or Xxxxxx or any of the Xxxxxx Shareholders:

(a) Common Stock of MergerSub. Each share of common stock of MergerSub issued and outstanding immediately prior to the Effective Time will be converted into one preferred share of the Surviving Company which shall be redeemable at the option of the holder thereof at any time for a redemption price of $1.00 and other than for shares issued pursuant to Section 2.02(h), such preferred share shall constitute all of the issued and outstanding shares of capital stock of the Surviving Company immediately following the Effective Time.

(b) Conversion of Shares. Except as set forth in Section 2.02(c), each Xxxxxx Series A Share, Xxxxxx Series B Share and Xxxxxx Common Share (excluding any Dissenting Share, any Excluded Share and any Purchase Share) that is outstanding immediately prior to the Effective Time and held of record by:

(i)

a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Xxxxxx and Subversive, a Qualified Investor, shall automatically be cancelled and extinguished and be converted into: (A) the right to receive a number of Subversive Common Shares equal to the Closing Preferred A Consideration Per Share (in the case of Xxxxxx Series A Shares), Closing Preferred B Consideration Per Share (in the case of Xxxxxx Series B Shares) or Closing Common Consideration Per Share (in the case of Xxxxxx Common Shares); and (B) the contingent right to receive, from or at the direction of the Surviving Company, the applicable portion of the Contingent Transaction Consideration following the Closing in accordance with Section 2.04; and

(ii)

a U.S. Person that is not, to the reasonable belief of Subversive and Xxxxxx, a Qualified Investor shall automatically be cancelled and extinguished and be converted into the right to receive cash in the amount of the Closing Cash-Out Amount.

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(c) Cancellation of Certain Xxxxxx Shares. Each Xxxxxx Share that is owned by MergerSub, Xxxxxx (as treasury or otherwise) or Subversive immediately prior to the Effective Time (after giving effect to the Purchase Transaction) shall be cancelled and shall cease to exist and no payment shall be made with respect thereto.

(d) Xxxxxx Options. Each Xxxxxx Option that has not lapsed, expired, been cancelled or exercised prior to the Effective Time and is held of record by:

(i)

a Continuing Employee (a “Rollover Option” ), whether or not vested, shall continue according to its terms, provided that, if and to the extent not addressed by such terms, such Rollover Option shall be automatically adjusted from and after the Effective Time such that: (i) each Rollover Option may be exercised solely for Subversive Common Shares; (ii) the number of Subversive Common Shares subject to each Rollover Option shall be equal to the product (rounded down to the nearest whole number) of (A) the number of shares of Xxxxxx Common Shares subject to such Rollover Option immediately prior to the Effective Time and (B) the Closing Common Consideration Per Share; (iii) the per share exercise price for the Subversive Common Shares issuable upon exercise of each Rollover Option shall be equal to (A) the exercise price per share of Xxxxxx Common Shares of such Rollover Option immediately prior to the Effective Time divided by (B) the Closing Common Consideration Per Share; provided, however, that the exercise price and the number of Subversive Common Shares purchasable pursuant to the Rollover Options after the Effective Time shall be determined in a manner consistent with the requirements of Section 409A of the Code and Treasury Regulation § 1.409A-1(b)(5)(v)(D), as applicable; and provided, further, that in the case of any Rollover Option to which Section 422 of the Code is intended to apply, the exercise price and the number of Subversive Common Shares purchasable pursuant to such Rollover Option after the Effective Time shall be subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code; and (iv) any restriction on the exercise of any Rollover Option shall continue in full force and effect after the Effective Time and the term, exercisability, vesting schedule and other similar provisions of such Rollover Option shall otherwise remain unchanged after the Effective Time; and

(ii)

any other Person shall automatically be cancelled and extinguished and be converted into the right to receive cash in the amount equal to (A) the cash such holder would have received if such holder had fully exercised such Xxxxxx Option immediately prior to the Effective Time and Xxxxxx Shares received by such holder upon such exercise were converted into the right to receive cash pursuant to Section 2.02(b)(ii) over (B) the total cash exercise price required to be paid by such holder if such holder had fully exercised such Xxxxxx Option immediately prior to the Effective Time (the “Xxxxxx Option Cash-Out Amount”).

(e) Effect on Other Arrangements. All rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of any Xxxxxx Entity (including any options, warrants, call, right, subscription or otherwise), other than the Xxxxxx Options (as adjusted pursuant to Section 2.02(d)(i)), shall be cancelled as of the Effective Time on terms and conditions reasonably satisfactory to Subversive and without payment of any money or other

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consideration to the holder thereof. As soon as practicable following the date of this Agreement, the Xxxxxx Board will adopt resolutions or take such other actions as may be required or appropriate to effect the provisions of this Section 2.02(e).

(f) Qualified Investors. For the purposes of this Agreement, if Xxxxxx and Subversive cannot agree, based on their reasonable belief, whether a U.S. Person is a Qualified Investor, such U.S. Person shall be deemed not to be a Qualified Investor in connection with the Xxxxxx Transaction.

(g) Dissenting Shares. Xxxxxx Shares which are issued and outstanding immediately prior to the Effective Time (after giving effect to the Purchase Transaction) and which are held by a Xxxxxx Shareholder who has not voted such shares in favor of, or consented in writing to, the Xxxxxx Transaction and who has properly demanded appraisal rights in the manner provided by Section 262 of the DGCL (such Xxxxxx Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Xxxxxx Shares) shall not be converted into a right to receive any portion of the Transaction Consideration, if any, payable with respect to such Xxxxxx Shares pursuant to Section 2.02(b), unless and until the Effective Time has occurred and the holder of such Dissenting Shares becomes ineligible for such appraisal rights. The holders of Dissenting Shares shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from Subversive or the Surviving Company in accordance with the DGCL; provided, however, that (a) if any such holder of Dissenting Shares shall have failed to establish entitlement to appraisal rights as provided in Section 262 of the DGCL, (b) if any such holder of Dissenting Shares shall have effectively withdrawn or failed to perfect its demand for appraisal of such shares or otherwise lost or failed to be entitled for any reason to the right to appraisal and payment for shares under Section 262 of the DGCL or (c) if neither any holder of Dissenting Shares nor the Surviving Company shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such Xxxxxx Shares and each such Xxxxxx Share shall automatically be deemed to have converted into and represent only the right to receive the portion of the Transaction Consideration, if any, payable with respect to such Xxxxxx Shares pursuant to Section 2.02(b), without interest thereon. Xxxxxx shall give Subversive and MergerSub prompt notice of any demands received by Xxxxxx for appraisal of any Xxxxxx Shares, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by Xxxxxx, and Subversive and MergerSub shall have the right to participate in, direct and control all negotiations and proceedings with respect to demands for appraisal under the DGCL and keep Subversive apprised of any discussions or correspondence with Xxxxxx Shareholders who have demanded appraisal under the DGCL or their representatives. Xxxxxx shall not, except with the prior written consent of Subversive, settle or offer to settle, voluntarily make any payment with respect to, or waive any failure to deliver, any demands for appraisal in accordance with the DGCL, or agree to any of the foregoing.

(h) Surviving Company Issuances. As consideration for Subversive delivering the Transaction Consideration as contemplated in Section 2.01(a), Section 2.02(b) and Section 2.04 to the holders of Xxxxxx Series A Shares, Xxxxxx Series B Shares, Xxxxxx Common Shares and Xxxxxx Options (including delivery of the Contingent Transaction Consideration in discharge of the Surviving Company’s obligation to pay or cause to be paid such consideration, under Section 2.01(b)), and any payments to holders of Dissenting Shares under Section 2.02(g), the Surviving Company shall issue to Subversive one share of common stock of the Surviving Company for each Subversive Common Share that is issued by Subversive pursuant to Section 2.01(a), Section 2.02(b) and Section 2.04, and a number of shares of common stock of the Surviving Company (rounded down to the nearest whole number of Subversive Common Shares) equal to the sum of (a) the quotient of (i) the aggregate Closing Cash-Out Amount paid pursuant to Section 2.02(b) and the aggregate amount paid by Subversive to holders of Dissenting Shares pursuant to Section 2.02(g), divided by (ii) the Closing VWAP and (b) the quotient of (i) the aggregate Contingent Cash-Out Amount paid pursuant to Section 2.04, divided by (ii) the Contingent Payment VWAP as of such date of payment.

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(i) Subversive Stated Capital. Subversive shall add to its capital account pursuant to the BCBCA in respect of the Subversive Common Shares an amount which is equal to the fair market value of the shares of common stock of the Surviving Company issued by the Surviving Company to Subversive, as contemplated in Section 2.02(h), in respect of the Subversive Common Shares delivered and any cash paid by Subversive to holders of each Xxxxxx Series A Share, Xxxxxx Series B Share, Xxxxxx Common Share and Xxxxxx Option pursuant to the Xxxxxx Transaction.

(j) Fractional Shares. No fractional shares of Subversive Common Shares shall be issued in the Xxxxxx Transaction with the total number of Subversive Common Shares that each Xxxxxx Shareholder is entitled to receive hereunder rounded down to the nearest whole number.

Section 2.03 DISTRIBUTION OF TRANSACTION CONSIDERATION.

(a) Consideration Spreadsheet. At least five (5) Business Days prior to the Closing Date, Xxxxxx shall prepare and deliver to Subversive a written statement setting forth a list of (i) the Xxxxxx Shareholders that are Non-U.S. Persons and the Xxxxxx Shareholders that are U.S. Persons that are Qualified Investors (including addresses for such Persons), the number and class of Xxxxxx Shares held by such Xxxxxx Shareholders, and the number of Subversive Common Shares each such Xxxxxx Shareholder is entitled to receive in accordance with Section 2.01(a) and Section 2.02(b)(i), (ii) the holders of Xxxxxx Options that are Continuing Employees, the number of Xxxxxx Common Shares underlying the Xxxxxx Options held by such Continuing Employees, and the number of Subversive Common Shares that each such Continuing Employee is entitled to receive immediately after the Effective Time upon exercise of such Xxxxxx Options in accordance with Section 2.02(d)(i), (iii) the Xxxxxx Shareholders that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of Xxxxxx Shares held by such Xxxxxx Shareholders, and the Closing Cash-Out Amount each such Xxxxxx Shareholder is entitled to receive in accordance with Section 2.02(b)(ii), (iv) the holders of Xxxxxx Options that are not Continuing Employees, the number of Xxxxxx Common Shares underlying the Xxxxxx Options held by such holders of Xxxxxx Options, and the Xxxxxx Option Cash-Out Amount each such holder of Xxxxxx Options is entitled to receive in accordance with Section 2.02(d)(ii), (v) the Xxxxxx Shareholders that are holders of Dissenting Shares and (v) detailed calculations of the Closing Transaction Consideration, Closing Common Consideration Per Share, Closing Preferred A Consideration Per Share and Closing Preferred B Consideration Per Share (the “Consideration Spreadsheet”), together with such other supporting documentation as Subversive may reasonably request. The Parties agree that Xxxxxx shall be responsible for the accuracy and completeness of the Consideration Spreadsheet and Subversive shall be entitled to rely on the Consideration Spreadsheet in making the issuances and payments under this Article II and Subversive shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

(b) Paying Agent. Prior to the Closing Date, Subversive shall appoint Odyssey Trust Company to act as paying agent (the “Paying Agent”) for the payment of amounts payable in respect of the Xxxxxx Shares (including the Purchase Shares) and, in connection therewith, shall enter into an exchange agent or paying agent agreement with the Paying Agent in a form reasonably acceptable to Xxxxxx (the “Paying Agent Agreement”). At the Closing, Subversive shall deliver to the Paying Agent (i) the aggregate Closing Transaction Consideration payable pursuant to Section 2.01(a) and Section 2.02(b)(i), as applicable, and (ii) an amount equal to the aggregate Closing Cash-Out Amount payable to the Xxxxxx Shareholders pursuant to Section 2.02(b)(ii) and the aggregate Xxxxxx Options Cash-Out Amount payable to holders of Xxxxxx Options pursuant to Section 2.02(d)(ii).

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(c) Letter of Transmittal. As promptly as practicable following the Agreement Date and in any event not later than three (3) Business Days thereafter, the Paying Agent shall send to each record holder of Xxxxxx Shares a customary letter of transmittal and instructions in form and substance mutually reasonably acceptable to Subversive and the Shareholders’ Representative (a “Letter of Transmittal”). In addition and as a part of such Letter of Transmittal, each such Xxxxxx Shareholder and holder of Xxxxxx Options will be required to (i) identify if they are a U.S. Person or a non-U.S. Person and (ii) indicate if they are a Qualified Investor. Subversive shall cause Xxxxxx to continue to collect and receive all such Letters of Transmittal after the Effective Time to the extent not received prior to the Effective Time. With respect to any Xxxxxx Shareholder that is not a Qualified Investor, such Letter of Transmittal shall specify delivery and payment instructions for the payment of the Closing Cash-Out Amount.

(d) Distribution of Closing Transaction Consideration. The Paying Agent shall, no later than the later of (i) the Closing Date or (ii) three (3) Business Days after receipt of a Xxxxxx Share Certificate, together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, (x) if the holder of such Xxxxxx Share Certificate is a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Xxxxxx and Subversive, a Qualified Investor, issue to such holder the portion of the Closing Transaction Consideration payable in respect of the Xxxxxx Shares represented by such Xxxxxx Share Certificate as specified in Section 2.01(a) and Section 2.02(b)(i), as applicable, and the Consideration Spreadsheet or (y) if the holder of such Xxxxxx Share Certificate is a U.S. Person that is not, to the reasonable belief of Subversive and Xxxxxx, a Qualified Investor, pay to such holder the Closing Cash- Out Amount payable in respect of the Xxxxxx Shares represented by such Xxxxxx Share Certificate as specified in the Consideration Spreadsheet and, in the cause of clause (x) and clause (y), such Xxxxxx Share Certificate shall be cancelled. Unless otherwise provided herein, no interest shall be paid or shall accrue on any cash payable upon surrender of any Xxxxxx Share Certificate. Until so surrendered, each outstanding Xxxxxx Share Certificate that prior to the Effective Time represented Xxxxxx Shares (other than Dissenting Shares) shall be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the portion of the Transaction Consideration as provided in this Article II. If any certificate evidencing any Xxxxxx Share shall have been lost, stolen or destroyed, Subversive may, as a condition precedent to the issuance of any consideration pursuant to this Article II, require the owner of such lost, stolen or destroyed certificate to provide an appropriate affidavit, bond and/or indemnity with respect to such certificate. Any portion of the Closing Transaction Consideration that remains unclaimed by the Xxxxxx Shareholders six months after the Effective Time shall be returned to Subversive, upon demand, and any such Xxxxxx Shareholders who has not exchanged Xxxxxx Share Certificates for such Xxxxxx Shareholder’s portion of the Closing Transaction Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Subversive for payment of its portion of the Closing Transaction Consideration.

(e) Distribution of Other Transaction Consideration. Any portion of the Closing Transaction Consideration or the Contingent Transaction Consideration, if any, to which the Xxxxxx Shareholders and the Employed Option Holders may become entitled shall become payable at the times and subject to the conditions specified herein.

(f) Closing of Xxxxxx’x Transfer Books. At the Effective Time, holders of certificates representing Xxxxxx Shares (each, a “Xxxxxx Share Certificate”) that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of Xxxxxx, except the right to receive the Transaction Consideration as set forth in this Agreement (or, if applicable, appraisal rights) and the stock transfer books of Xxxxxx shall be closed with respect to all Xxxxxx Shares outstanding immediately prior to the Effective Time. All Subversive Common Shares issued in exchange for Xxxxxx Shares in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such Xxxxxx Shares. No further transfer of any Equity Securities of Xxxxxx shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Xxxxxx stock certificate is presented to the Surviving Company or Subversive, such Xxxxxx stock certificate shall be cancelled and shall be exchanged for Subversive Common Shares in accordance with this Agreement.

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Section 2.04 CONTINGENT TRANSACTION CONSIDERATION.

(a) Trading Price Consideration. The Xxxxxx Shareholders (including the Canadian Shareholders but excluding holders of Dissenting Shares and Excluded Shares) and each Employed Option Holder shall be entitled to receive, from or at the direction of the Surviving Company, as part of the Transaction Consideration, additional Subversive Common Shares as determined in accordance with this Section 2.04(a).

(i)

Definitions.

(A)

“First Level Trading Price Consideration” means, if, at any time during the Trading Price Measurement Period, the VWAP is equal to or exceeds Thirteen Dollars ($13.00) (the “First Trading Price Threshold”), one- third (1/3) of the Trading Price Consideration Shares. For the avoidance of doubt, the First Level Trading Price Consideration shall only be payable once.

(B)

“Second Level Trading Price Consideration” means, if, at any time during the Trading Price Measurement Period, the VWAP is equal to or exceeds Seventeen Dollars ($17.00) (the “Second Trading Price Threshold”), one-third (1/3) of the Trading Price Consideration Shares. For the avoidance of doubt, the Second Level Trading Price Consideration shall only be payable once.

(C)

“Third Level Price Consideration” means, if, at any time during the Trading Price Measurement Period, the VWAP is equal to or exceeds Twenty-one Dollars ($21.00) (the “Third Trading Price Threshold” and together with the First Trading Price Threshold and Second Trading Price Threshold, each a “Trading Price Threshold”), one-third (1/3) of the Trading Price Consideration Shares. For the avoidance of doubt, the Third Level Price Consideration shall only be payable once.

(D)

“Trading Price Consideration” means, collectively, the First Level Trading Price Consideration, the Second Level Trading Price Consideration and Third Level Price Consideration.

(E)

“Trading Price Consideration Shares” means the number of Subversive Common Shares equal to 17,356,299 Subversive Common Shares.

(F)

“Trading Price Measurement Period” means the period beginning on the Closing Date and ending on the third anniversary of the Closing Date.

(ii)

Payment of Trading Price Consideration. Within ten (10) days after the date on which any Trading Price Threshold is achieved, Subversive shall (1) issue (the date of each such issuance, a “Trading Price Issuance Date”) to each Xxxxxx Shareholder (including the Canadian Shareholders but excluding holders of Dissenting Shares and Excluded Shares) who is a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Xxxxxx and Subversive, a Qualified

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Investor and to each Employed Option Holder on such Trading Price Issuance Date, out of the Trading Price Consideration payable on such Trading Price Issuance Date, a number of Subversive Common Shares (rounded down to the nearest whole number) equal to the Contingent Preferred A Consideration Per Share, if any (with respect to each Xxxxxx Series A Share held by such Xxxxxx Shareholder immediately prior to the Closing Date), Contingent Preferred B Consideration Per Share, if any (with respect to each Xxxxxx Series B Share held by such Xxxxxx Shareholder immediately prior to the Closing Date), Contingent Common Consideration Per Share (with respect to each Xxxxxx Common Share held by such Xxxxxx Shareholder immediately prior to the Closing Date), and Contingent Common Consideration Per Share (with respect to each Xxxxxx Common Share subject to such Employed Option Holder’s Rollover Option immediately prior to the Effective Time) and (2) pay, or cause to be paid, to each Xxxxxx Shareholder who is a U.S. Person that is not, to the reasonable belief of Subversive, a Qualified Investor, an amount of cash equal to the product of (x) the number of Subversive Common Shares that such Xxxxxx Shareholder would have received out of the Trading Price Consideration payable on such Trading Price Issuance Date if it were a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Subversive, a Qualified Investor, and(y) the Contingent Payment VWAP as of the date of such payment.

(b) Earnout Consideration. The Xxxxxx Shareholders (including the Canadian Shareholders but excluding holders of Dissenting Shares and Excluded Shares) and, the Employed Option Holders, shall be entitled to receive, from or at the direction of the Surviving Company, as part of the Transaction Consideration, the Earnout Consideration, if any, as determined in accordance with and subject to the provisions of this Section 2.04(b). For the purposes hereof, unless otherwise expressly prohibited by action of the Subversive Board, Subversive shall during the Performance Period use commercially reasonable efforts to develop opportunities for Capital Proceeds Transactions to raise Capital Proceeds resulting in Total Capital of at least $225,000,000.

(i)

Definitions:

(A)

“Capital Proceeds” means the cash proceeds (net of fees, discounts and commissions) received or Deemed Received by Subversive from the issuance of Equity Securities or Qualifying Debt after the Closing Date.

(B)

“Capital Proceeds Transaction” means (i) a transaction to be (x) executed with an identified purchaser or purchasers whom the Subversive Board in good faith determines to be of sufficient creditworthiness to consummate if executed or (y) arranged, structured and/or underwritten by one or more reputable financial institutions, and (ii) for the issuance and sale of either (x) Subversive Common Shares or (y) other Equity Securities having preferences, rights, voting rights and other material rights and terms that if different from Subversive Common Shares, have been reasonably approved by the Subversive Board in good faith.

(C)

“Closing Net Proceeds” means as of the Closing Date and after giving effect to the consummation of the transactions contemplated by this Agreement, the LCV Agreement and the SC Agreements, and the payment or accrual of all transaction expenses in connection herewith and therewith, the net difference between (a) aggregate consolidated Cash, and

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(b) aggregated consolidated Indebtedness having maturities of less than one year from Closing, on a consolidated balance sheet of Subversive, Xxxxxx and LCV, in each case, prepared in accordance with U.S. GAAP.

(D)

“Deemed Received” means, if a Capital Proceeds Transaction for the sale of Equity Securities is presented to the Subversive Board, the WIP for such Equity Securities is more than 80.01% of the VWAP of the Subversive Common Shares, and the Subversive Board determines not to consummate such Capital Proceeds Transaction, the amount of Capital Proceeds and WIP that would have been raised had the Subversive Board determined to consummate such Capital Proceeds Transaction.

(E)

“Earnout Consideration” means the sum of (1) the Proceeds Earnout Consideration, if any, plus (2) the Price Earnout Consideration, if any; provided, that notwithstanding anything to the contrary contained herein, if either Total Capital is equal to or greater than $225,000,000 on or prior to the end of the Performance Period or if the VWAP on or prior the end of the Performance Period is at least $18.00, then the Earnout Consideration (including both the Proceeds Earnout Consideration and the Price Earnout Consideration) shall consist of 0 Subversive Common Shares.

(F)

“Maximum Earnout Shares” means (i) the number of Subversive Common Shares equal to 3,929,327 less (ii) 35% of the PIPE Transferred Shares.

(G)

“PIPE Transferred Shares” means Subversive Common Shares transferred by Sponsor for no consideration to any non-Affiliated purchaser participant in the PIPE Transaction.

(H)

“Price Earnout Consideration” means, if the WIP of any Equity Securities sold as Capital Proceeds during the Performance Period is less than $10.00, a number of Subversive Common Shares equal to the product of (1) the Total Capital Shares (but excluding any Total Capital Shares that resulted in Total Capital exceeding $225,000,000), multiplied by (2) (1 minus the result of a fraction, the numerator of which is the WIP and the denominator of which is 10.00); provided, however, that the Price Earnout Consideration shall not exceed the Maximum Earnout Shares.

(I)

“Proceeds Earnout Consideration” means (a) if the Subversive Board takes action to expressly prohibit Subversive from raising Capital Proceeds Transactions during the Performance Period, then the Proceeds Earnout Consideration shall consist of 0 Subversive Common Shares, and (b) the following, as applicable: (1) if the Total Capital is less than $125,000,000, then the Proceeds Earnout Consideration shall consist of the Maximum Earnout Shares less the Price Earnout Consideration, if any; or (3) if the Total Capital is greater than $125,000,000 but less than $225,000,000, then the Proceeds Earnout Consideration shall consist of an amount of Subversive Common Shares, if any, equal to the product of (x)(the Maximum Earnout Shares less the Price Earnout Consideration, if any), multiplied by (y) (1 minus the result of a fraction, the numerator of which is Total Capital, and the denominator of which is $225,000,000).

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(J)

“Performance Period” means the twelve-month period ending on the first anniversary of the Closing Date.

(K)

“Qualifying Debt” means any debt capital raising transaction upon amount, price and terms reasonably approved by the Subversive Board in good faith.

(L)

“Total Capital” means the sum of Capital Proceeds, if any, as of the end of the Performance Period, plus Closing Net Proceeds.

(M)

“Total Capital Shares” means the total number of Subversive Common Shares or Common Share equivalents issued and sold by Subversive to raise Capital Proceeds during the Performance Period.

(N)

“WIP” means the weighted average sale price of all Equity Securities issued and sold by Subversive to raise Capital Proceeds during the Performance Period.

(ii)

Earnout Statement.

(A)

Not later than ten (10) Business Days following the end of the Performance Period, Subversive or its Representatives shall prepare and deliver to the Shareholders’ Representative a written statement (an “Earnout Statement”), setting forth Subversive’s calculation of the Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. Upon receipt of an Earnout Statement, the Shareholders’ Representative, its officers, managers, employees consultants, financial advisors, counsel, accountants, and other representatives and agents shall be provided with reasonable access to the financial books and records work papers, accountants and personnel of Subversive during business hours for the purpose of verifying the calculation of the foregoing and the Earnout Consideration, as applicable.

(B)

Prior to the date which is thirty (30) days after receipt of an Earnout Statement by the Shareholders’ Representative (an “Earnout Protest Deadline”), the Shareholders’ Representative may deliver written notice to Subversive (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ Representative may have to the Earnout Statement; provided, however, that such 30-day period and Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A). The sole permissible grounds for objection shall be that the Earnout Consideration set forth on the Earnout Statement was not calculated in accordance with its definition. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Shareholders’ Representative’s determination of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds

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Earnout Consideration, if any. If an Earnout Protest Notice is not delivered prior to the Earnout Protest Deadline Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any, as set forth on such Earnout Statement shall be final, binding and non-appealable by the Shareholders’ Representative or the Xxxxxx Shareholders. If an Earnout Protest Notice is delivered prior to the applicable Earnout Protest Deadline, any such amounts not disputed therein shall be final, binding and non-appealable by the Shareholders’ Representative or the Xxxxxx Shareholders and shall be paid within ten (10) Business Days thereafter in accordance with Section 2.04(b)(iii).

(C)

If Subversive and the Shareholders’ Representative are unable to resolve any disagreement with respect strictly to the calculations made in the determination of Capital Proceeds, Closing Net Proceeds, Price Earnout Consideration, Proceeds Earnout Consideration, Total Capital, Total Capital Shares or WIP in the Earnout Statement within thirty (30) days following Subversive’s receipt of the Earnout Protest Notice, then only the amounts in dispute will be referred to a mutually agreed accounting firm (the “Accountants”) for final determination within forty-five (45) days after such referral. Any other disputes with respect to the Earnout Statement may be submitted for confidential binding arbitration to the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for resolution in a confidential private arbitration in accordance with the streamlined rules and procedures of JAMS. Any such arbitration proceeding shall take place in the State of Delaware before a single arbitrator (rather than a panel of arbitrators) with substantial experience in contract law and shall remain confidential. The award rendered by arbitration shall be final and binding upon the parties. The determination by the Accountants of the amounts in dispute shall be based solely on presentations by Subversive and the Shareholders’ Representative. Any determination by the Accountants shall not be outside the range defined by the respective amounts in the Earnout Statement proposed by Subversive and the Shareholders’ Representative’s proposed adjustments thereto set forth in the Earnout Protest Notice, and such determination shall be final, binding and non- appealable. Each of Subversive, on the one hand, and Xxxxxx Shareholders (jointly and severally) on the other hand, shall bear that percentage of the fees and expenses of the Accountants equal to the proportion (expressed as a percentage and determined by the Accountants) of the dollar value of the disputed amounts determined in favor of the other party by the Accountants. Notwithstanding the forgoing, any amount of fees and expenses determined to be owed by the Xxxxxx Shareholders shall be paid out of the Expense Fund.

(iii)

Payment of Earnout Consideration. Within ten (10) days after the date on which an Earnout Statement becomes final and binding upon the parties as set forth in Section 2.04(b)(ii), to the extent of any Earnout Consideration reflected therein, Subversive shall (1) issue to each Xxxxxx Shareholder (including the Canadian Shareholders but excluding holders of Dissenting Shares and Excluded Shares) who is a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Xxxxxx and Subversive, a Qualified Investor, and to each Employed Option Holder, out of

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the Earnout Consideration, a number of Subversive Common Shares (rounded down to the nearest whole number) equal to the Contingent Preferred A Consideration Per Share (with respect to each Xxxxxx Series A Share held by such Xxxxxx Shareholder immediately prior to the Closing Date), Contingent Preferred B Consideration Per Share (with respect to each Xxxxxx Series B Share held by such Xxxxxx Shareholder immediately prior to the Closing Date), Contingent Common Consideration Per Share (with respect to each Xxxxxx Common Share held by such Xxxxxx Shareholder immediately prior to the Closing Date) and Contingent Common Consideration Per Share (with respect to each Xxxxxx Common Share subject to such Employed Option Holder’s Rollover Option immediately prior to the Effective Time) and (2) pay, or cause to be paid, to each Xxxxxx Shareholder who is a U.S. Person that is not, to the reasonable belief of Subversive, a Qualified Investor, an amount of cash equal to the product of (x) the number of Subversive Common Shares that such Xxxxxx Shareholder would have received out of the Earnout Consideration if it were a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Subversive, a Qualified Investor, and (y) the Contingent Payment VWAP as of the date of such payment.

(c) PPP Loans. If at any time following the Closing, all or any portion of the PPP Loans are forgiven in accordance with the rules and regulations under the Paycheck Protection Program or the CARES Act or any other governmental relief program relating to COVID-19 (such forgiven amount to the extent included in Net Debt, the “PPP Loan Amount”), Subversive shall promptly thereafter issue a total number of Subversive Common Shares (rounded down to the nearest whole number) equal to the quotient of (i) the PPP Loan Amount and (ii) the Effective Share Price (such shares, collectively, the “PPP Loan Consideration”). Subversive shall (a) issue to each Xxxxxx Shareholder (including the Canadian Shareholders but excluding the holders of Dissenting Shares and Excluded Shares) who is a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Subversive, a Qualified Investor and each Employed Option Holder, out of the PPP Loan Consideration, a number of Subversive Common Shares (rounded down to the nearest whole number) equal to the Contingent Preferred A Consideration Per Share (with respect to each Xxxxxx Series A Share held by such Xxxxxx Shareholder immediately prior to the Closing Date), Contingent Preferred B Consideration Per Share (with respect to each Xxxxxx Series B Share held by such Xxxxxx Shareholder immediately prior to the Closing Date), Contingent Common Consideration Per Share (with respect to each Xxxxxx Common Share held by such Xxxxxx Shareholder immediately prior to the Closing Date) and Contingent Common Consideration Per Share (with respect to each Xxxxxx Common Share subject to such Employed Option Holder’s Rollover Option immediately prior to the Effective Time), and (b) pay, or cause to be paid, to each Xxxxxx Shareholder who is a U.S. Person that is not, to the reasonable belief of Subversive, a Qualified Investor, an amount of cash equal to the product of (x) the number of Subversive Common Shares that such Xxxxxx Shareholder would have received if it were a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Subversive, a Qualified Investor, and (y) the Contingent Payment VWAP as of the date of such payment.

(d) Prior Acquisition Agreements. Prior to the Closing, Xxxxxx shall issue and deliver to the Representative a number of Xxxxxx Series B Shares equal to the Prior Acquisition Agreements Xxxxxx Shares, to be held by the Representative in a segregated escrow account (the “Escrow Account”), in accordance with the terms of this Section 2.04(d). Upon the Effective Time, the Prior Acquisition Agreements Xxxxxx Shares held in the Escrow Account shall be automatically converted into the right to receive the portion of the Transaction Consideration payable with respect to such Xxxxxx Shares pursuant to Section 2.02(b)(i), including Section 2.04(a), Section 2.04(b) and Section 2.04(c) (the “Prior Acquisition Agreements Consideration”), which Prior Acquisition Agreements Consideration shall be held in the Esrow Account in accordance with the terms of this Section 2.04(d). Xxxxxx shall use commercially reasonable efforts to amend the terms of the Prior Acquisition Agreements to provide that

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any Prior Acquisition Agreements Xxxxxx Shares that become payable in accordance with the terms thereof after the Closing shall instead by paid the corresponding portion of the Prior Acquisition Agreements Consideration. Following such amendment, if and when any Prior Acqisition Agreements Consideration are required to be delivered to Persons entitled thereto pursuant to the Prior Acquisition Agreements (the “Delivered Prior Acquisition Agreements Consideration”), the Representative shall, at the direction of the Surviving Company, cause to be released from the Escrow Account, the Delivered Prior Acquisition Agreements Consideration to the Persons entitled to receive such consideration. Following the final determination of the aggregate earnout payments required to be paid under Prior Acquisition Agreements and the payment thereof, if the Prior Acquisition Agreements Consideration less the aggregate number of Delivered Prior Acquisition Agreements Consideration is positive (such positive difference, the “Remaining Prior Acquisition Agreements Consideration”), the Representative shall promptly thereafter (a) cause to be released from the Escrow Account to each Xxxxxx Shareholder (including the Canadian Shareholders but excluding the holders of Dissenting Shares and Excluded Shares) who is a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Subversive, a Qualified Investor and each Employed Option Holder, out of the Remaining Prior Acquisition Agreements Consideration in the Escrow Account, a number of Subversive Common Shares (rounded down to the nearest whole number) equal to the Contingent Preferred A Consideration Per Share (with respect to each Xxxxxx Series A Share held by such Xxxxxx Shareholder immediately prior to the Closing Date), Contingent Preferred B Consideration Per Share (with respect to each Xxxxxx Series B Share held by such Xxxxxx Shareholder immediately prior to the Closing Date), Contingent Common Consideration Per Share (with respect to each Xxxxxx Common Share held by such Xxxxxx Shareholder immediately prior to the Closing Date) and Contingent Common Consideration Per Share (with respect to each Xxxxxx Common Share subject to such Employed Option Holder’s Rollover Option immediately prior to the Effective Time), and (b) with respect to each Xxxxxx Shareholder who is a U.S. Person that is not, to the reasonable belief of Subversive, a Qualified Investor, (1) Subversive shall pay or caused to be paid to such Xxxxxx Shareholder an amount of cash equal to the product of (x) the number of Subversive Common Shares that such Xxxxxx Shareholder would have received if it were a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Subversive, a Qualified Investor, and (y) the Contingent Payment VWAP as of the date of such payment and (2) the Representative shall deliver such number of Subversive Common Shares that such Xxxxxx Shareholder would have received to Subversive.

(e) Change in Control. Notwithstanding anything contained in this Section 2.04, in the event of a Change in Control prior to the end of the Trading Price Measurement Period, Subversive shall pay the full amount of any unpaid Trading Price Consideration to the Xxxxxx Shareholders pursuant to Section 2.04(a)(ii) no later than five (5) Business Days prior to the occurrence of such Change in Control.

(f) Non-Assignability; Tax Treatment. The interests, if any, of any Xxxxxx Shareholder or any Employed Option Holder in such Xxxxxx Shareholder’s or Employed Option Holder’s portion of the Earnout Consideration pursuant to this Section 2.04 shall not be assignable or transferable (except to Permitted Transferees of such Xxxxxx Shareholder after prior written notice to Subversive) and the Parties hereby agree that the rights to receive the portion of the Earnout Consideration shall not be evidenced by negotiable certificates and that the Parties shall not take any action to make such rights “readily marketable” (as such term is used in Revenue Procedure 84-42). Subject to Section 2.02(g) and Section 2.02(b)(ii), the Parties intend that (x) Contingent Transaction Consideration received by the Xxxxxx Shareholders pursuant to this Section 2.04 shall be considered as stock received from Subversive in exchange for Xxxxxx Shares and that no gain or loss shall be recognized by the Xxxxxx Shareholders as a result of the receipt of such Contingent Transaction Consideration pursuant to Sections 354 and 368 of the Code, and (y) that such Contingent Transaction Consideration shall not constitute “boot” for purposes of Sections 354 and 368 of the Code. The Parties agree to report such Contingent Transaction Consideration consistently with the foregoing and agree not to take any positions or to cause or permit any action or position to be taken inconsistent with the foregoing.

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(g) Adjustments. The Contingent Transaction Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Subversive Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Subversive Common Shares, occurring on or after the date hereof and prior to the time the applicable Contingent Transaction Consideration is delivered to the Xxxxxx Shareholders, if any.

(h) Separate Share Certificates. Any Contingent Transaction Consideration payable hereunder in Subversive Common Shares shall be treated as comprised of two components, respectively a principal component and an interest component, the amounts of which shall be determined as provided in Treasury Regulation Section 1.483-4(b), Example 2 using the 3-month test rate of interest provided for in Treasury Regulation Section 1.1274-4(a)(1)(ii) employing the semi-annual compounding period. As to any such payment of Contingent Transaction Consideration payable hereunder in Subversive Common Shares to each Xxxxxx Shareholder referenced in Section 2.04(a)(ii)(x) and Section 2.04(b)(iii)(x), Subversive Common Shares representing the principal component (with a value equal to the principal component) and Subversive Common Shares representing the interest component (with a value equal to the interest component) shall be represented by separate share certificates.

Section 2.05 WITHHOLDING TAXES. Subversive, the Surviving Company and Xxxxxx, as applicable, shall be entitled to deduct and withhold from any consideration, including by way of the sale of Subversive Common Shares by Subversive on behalf of the Person, otherwise payable or otherwise deliverable to a Person under the Xxxxxx Transaction or otherwise hereunder such amounts as it is required to deduct and withhold from such consideration under any provision of any Laws in respect of Taxes. Any such amounts will be deducted, withheld and remitted to the appropriate Governmental Authority from the consideration payable pursuant to the Xxxxxx Transaction and shall be treated for all purposes under this Agreement as having been paid to the Person in respect of which such deduction, withholding and remittance was made; provided, however, that such deducted and withheld amounts are actually remitted to the appropriate Governmental Authority. At least seven (7) days prior to making any such deduction or withholding, Subversive shall deliver written notice of the expected withholding amounts to Xxxxxx. Subversive and Xxxxxx shall reasonably cooperate with each other to reduce the amount of withholding Taxes imposed on the payment of any amount to any Person pursuant to this Agreement to the extent permitted by applicable Law, including by reasonably cooperating in order to execute and file any forms or certificates (with any necessary attachments thereto) required to claim an available reduced rate of, or exemption from, withholding Taxes; provided for clarity, however, that nothing in this Section 2.05 shall preclude Subversive, the Surviving Company or Xxxxxx from timely complying with any obligation to withhold Taxes in respect of any of the transactions contemplated by this Agreement.

Section 2.06 U.S. SECURITIES LAW MATTERS.

(a) Compliance with Laws. Subversive Common Shares are being issued by Subversive in the Xxxxxx Transaction pursuant to an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and will not be registered under the Securities Act or any state securities laws. Such shares shall be “restricted securities” within the meaning of Rule 144 under the Securities Act and any disposition of such shares by the holder thereof will need to be made pursuant to an effective registration of the shares under the Securities Act or pursuant to an available exemption from such registration requirements. Each holder of Subversive Common Shares covenants that such Subversive Common Shares may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable state and federal securities laws. In connection with any transfer of the Subversive Common Shares other than (i) pursuant to an effective registration statement or (ii) pursuant to Rule 144 (provided

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that the holder provides Subversive with reasonable assurances (in the form of seller and, if applicable, broker representation letters) that the securities may be sold pursuant to such rule) or any other available exemption under the Securities Act, Subversive may require the transferor thereof to provide to Subversive an opinion of counsel selected by the transferor and reasonably acceptable to Subversive, the form and substance of which opinion shall be reasonably satisfactory to Subversive, to the effect that such transfer does not require registration of such transferred Subversive Common Shares under the Securities Act.

(b) Legends. Certificates evidencing the Subversive Common Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form:

THESE COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE COMMON SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO SUBVERSIVE AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR OTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT.

Section 2.07 TAX TREATMENT.

The Parties intend that the Xxxxxx Transaction and the LCV Transaction shall be treated as occurring pursuant to a plan or series of related transactions for purposes of Code Section 7874 and Treasury Regulations Section 1.7874-2(e) and that as a result of the Xxxxxx Transaction and the LCV Transaction, Subversive shall be treated as a domestic corporation for U.S. federal income Tax purposes pursuant to Section 7874(b) of the Code and the Treasury Regulations thereunder, with the deemed conversion of Subversive from a foreign corporation to a domestic corporation by reason of Section 7874(b) of the Code being treated as a reorganization under Section 368(a)(1)(F) of the Code and occurring on the day immediately preceding the Closing Date pursuant to Treasury Regulations Section 1.7874-2(j)(1) (the “Inversion Treatment”). The Parties intend that this Agreement will qualify as a “plan of reorganization” with the meaning of Treasury Regulations Sections 1.368-1(c), 1.368-2(g) and 1.368-3(a). The Parties intend that the Xxxxxx Transaction shall constitute a reorganization within the meaning of Sections 368(a) of the Code for U.S. federal income Tax purposes (and corresponding foreign, state and local Tax purposes) (the “Reorganization Treatment,” and collectively, with the Inversion Treatment, the “Intended Tax Treatment”). The Parties agree to report and treat the Xxxxxx Transaction consistently with the Intended Tax Treatment (including the information and recordkeeping requirements of Treasury Regulations Section 1.368-3) for U.S. federal income Tax purposes and any applicable U.S. state or local income Tax purposes. Subversive, MergerSub and Xxxxxx (i) shall use their respective reasonable best efforts to cause the Xxxxxx Transaction to qualify as a “reorganization” under Section 368(a) of the Code and take any actions necessary under Code Section 7874 to be treated as a domestic corporation for purposes of the Code, and (ii) agree not to take any actions or positions or cause or permit any action or position to be taken or fail to take or cause to be failed to be taken any actions or positions, which action, position or failure would or could reasonably be expected to prevent or impede the Xxxxxx Transaction from qualifying as a “reorganization” under Section 368(a) of the Code.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE XXXXXX ENTITIES

Except in each case as set forth in the corresponding sections or subsections of the Xxxxxx Disclosure Schedules, Xxxxxx hereby represents and warrants to Subversive as of the Agreement Date and as of the Closing Date as follows; provided, however, that notwithstanding anything to the contrary provided in this Agreement, all representations and warranties of Xxxxxx in this Article III (and the Xxxxxx Disclosure Schedule) are being made with exception to and not with respect to Federal Cannabis Laws:

Section 3.01 ORGANIZATION AND QUALIFICATION; AUTHORIZATION.

(a) Each Xxxxxx Entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each Xxxxxx Entity is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership of property or the conduct of business as now conducted therein require it to so qualify, except where the failure to be so qualified would not have a Material Adverse Effect. Complete and correct copies of the Constating Documents of each Xxxxxx Entity and all amendments thereto have been made available to Subversive. None of the Xxxxxx Entities is in material violation of any of the provisions of its Constating Documents. The minute books and resolutions of each Xxxxxx Entity previously made available to Subversive contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and manager or board of directors or comparable governing body (including committees thereof) of such Xxxxxx Entity. The books and transfer ledgers of each Xxxxxx Entity previously made available to Subversive are true, complete and accurate in all material respects.

(b) Subject to obtaining the Xxxxxx Shareholder Approval, Xxxxxx has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which Xxxxxx is party, the performance by Xxxxxx of its obligations hereunder and thereunder and the consummation by Xxxxxx of the transactions contemplated hereby and thereby have been duly authorized. This Agreement has been, and the Transaction Documents to which Xxxxxx is party will be, duly executed and delivered by Xxxxxx and, assuming due execution and delivery by all other parties thereto, constitute the legal, valid and binding obligation of Xxxxxx, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, the availability of equitable remedies and the technical violation of the Federal Cannabis Laws (collectively, the “Enforceability Limitations”).

Section 3.02 NO CONFLICT. The execution, delivery and performance by Xxxxxx of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not:

(a) violate or conflict with any provision of the Constating Documents of any Xxxxxx Entity;

(b) violate, contravene or conflict with any resolution adopted by any Xxxxxx Entity’s equity holders and manager or board of directors or comparable governing body;

(c) violate or conflict with any Law, Order or Governmental Authorization applicable to any of the Xxxxxx Entities or their assets or business; or

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(d) violate, conflict with, result in a material breach of the terms or conditions of, or default (with or without notice or lapse of time or both) under, or give rise to any right of notice, modification, acceleration, payment, suspension, withdrawal, cancellation or termination, or to the loss of any rights or benefits, or result in the creation or imposition of any Lien (other than Permitted Liens) upon any Xxxxxx Shares or any assets of any Xxxxxx Entity under, any Contract.

Section 3.03 CONSENTS AND APPROVALS. No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or other Person is required to be made or obtained by any Xxxxxx Entity in connection with the authorization, execution, delivery and performance by Xxxxxx of this Agreement or any Transaction Document, or the consummation of the transactions contemplated hereby and thereby. The Xxxxxx Board has unanimously: (A) approved and adopted, and declared the advisability of, this Agreement and the transactions contemplated hereby, including the Xxxxxx Transaction; (B) determined that this Agreement and the transactions contemplated hereby, including the Xxxxxx Transaction, are in the best interests of Xxxxxx and the Xxxxxx Shareholders; (C) directed that this Agreement be submitted to the Xxxxxx Shareholders for their adoption; and (D) resolved to recommend that the Xxxxxx Shareholders adopt this Agreement.

Section 3.04 CAPITALIZATION. Section 3.04 of the Xxxxxx Disclosure Schedules sets forth the entire authorized Equity Securities of each Xxxxxx Entity and a complete and correct list of (a) the issued and outstanding Equity Securities of each Xxxxxx Entity, including the name of the record and beneficial owner thereof and the number of Equity Securities held thereby and (b) all outstanding Xxxxxx Options, including with respect to each such Xxxxxx Option, the holder, the number of Xxxxxx Shares subject thereto, the grant date, the exercise price for such Xxxxxx Option and the date on which such Xxxxxx Option expires. All of the outstanding Equity Securities of each Xxxxxx Entity have been, and all Xxxxxx Shares which may be issued pursuant to the exercise of Xxxxxx Options, when issued in accordance with the applicable security, will be, duly authorized, validly issued and are fully paid and non-assessable. Except as set forth on Section 3.04 of the Xxxxxx Disclosure Schedules, no Xxxxxx Entity has any outstanding Equity Securities or other securities directly or indirectly convertible into or exchangeable for its Equity Securities, no Xxxxxx Entity has any outstanding agreements, options, warrants or rights to directly or indirectly subscribe for or purchase, or that directly or indirectly require it to issue, transfer or sell, its Equity Securities or any securities directly or indirectly convertible into or exchangeable for its Equity Securities, and there are no agreements containing profit participation or phantom equity features with respect to any Xxxxxx Entity. No Xxxxxx Entity owns or otherwise holds, directly or indirectly, any stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person. No Xxxxxx Entity is subject to any obligation (contingent or otherwise) to redeem, repurchase or otherwise acquire or retire any of its Equity Securities or any warrants, options or other rights to acquire its Equity Securities. There are no voting agreements, voting trusts or other agreements, commitments or understandings with respect to the voting or transfer of Equity Securities or other securities of any Xxxxxx Entity. All of the outstanding Equity Securities of each of the Xxxxxx Entities (other than the Xxxxxx XX Parent Entity) are owned by Xxxxxx or another Xxxxxx Entity free and clear of all Liens. No Xxxxxx Entity has violated any applicable federal or state securities Laws in connection with the offer, sale or issuance of any of its Equity Securities or any warrants, options or other rights to acquire its Equity Securities. No Equity Securities of any Xxxxxx Entity are subject to, nor have been issued in violation of, pre-emptive or similar rights. Each grant of a Xxxxxx Option was duly authorized by all necessary corporate action and was made in accordance with the terms of the Xxxxxx Option Plan and applicable stock option agreement and the stock option agreement governing such grant was executed and delivered by each party thereto. There are no accrued but unpaid dividends payable by Xxxxxx on any Equity Securities of Xxxxxx.

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Section 3.05 FINANCIAL STATEMENTS AND FINANCIAL DATA.

(a) The following financial statements of the Xxxxxx Entities (collectively, the “Financial Statements”) have been made available to Subversive:

(i)

the audited consolidated balance sheets of the Xxxxxx Entities as of December 31, 2018 and 2019 and the related audited statements of operations, changes in stockholders’ equity and cash flows for each of the years then ended; and

(ii)

the audited consolidated balance sheet of the Xxxxxx Entities as of September 30, 2020 (the “Balance Sheet”), and the related audited statements of operations, changes in shareholders’ equity and cash flows for the nine (9) month period then ended.

(b) The Financial Statements (including the notes thereto) (i) have been prepared in accordance with IFRS consistently applied throughout the periods covered thereby, (ii) present fairly the assets, liabilities and financial condition of the Xxxxxx Entities as of such dates and the results of operations and cash flows of Xxxxxx Entities for such periods, and (iii) are correct and complete in all material respects, and are consistent with the books and records of the Xxxxxx Entities (which books and records are correct and complete in all material respects). Since the Reference Date, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise) of the Xxxxxx Entities.

(c) The inventory of the Xxxxxx Entities merchantable and fit for the purpose for which it was procured or manufactured, and is not slow-moving, obsolete, damaged, or defective, subject to the reserve for inventory write-down set forth on the Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Xxxxxx Entities or as would not be expected to have a Material Adverse Effect. All notes and accounts receivable of the Xxxxxx Entities are reflected properly on their books and records and are valid receivables subject to no setoffs or counterclaims. The accounts payable and accruals of the Xxxxxx Entities have arisen in bona fide arm’s- length transactions in the ordinary course of business, and each Xxxxxx Entity has been paying its accounts payable in the Ordinary Course.

Section 3.06 ABSENCE OF UNDISCLOSED LIABILITIES. No Xxxxxx Entity has any Liabilities, that would have been required by IFRS to be reflected in, reserved against or otherwise described in a consolidated balance sheet, except (a) as and to the extent specifically accrued for or reserved against in the Balance Sheet, (b) Liabilities which have arisen after the date of the Balance Sheet in the ordinary course of business consistent with past practice (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement or violation of Law), (c) executory obligations under Contracts (other than Liabilities relating to any breach, or any fact or circumstance that, with notice, lapse of time or both, would result in a breach, thereof by any Xxxxxx Entity) and (d) Liabilities specifically set forth on Section 3.05 of the Xxxxxx Disclosure Schedules.

Section 3.07 ABSENCE OF CHANGES OR EVENTS. Since September 30, 2020 (the “Reference Date”), (a) each of the Xxxxxx Entities has conducted its business only in the Ordinary Course, (b) no Event has occurred that, individually or in combination with any other Events, has had or could reasonably be expected to have Material Adverse Effect; and (c) no Xxxxxx Entity has suffered any loss, damage, destruction or other casualty affecting any of its material properties or assets, whether or not covered by insurance.

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Section 3.08 ASSETS.

(a) The Xxxxxx Entities own good and marketable title to, or a valid right to use, all of the tangible and intangible assets and property used or held in connection with their businesses prior to the date hereof, free and clear of any and all Liens. The tangible and intangible assets and property to which the Xxxxxx Entities have good and marketable title to, or a valid right to use, are all assets used currently used by the Xxxxxx Entities to conduct in all material respects in the same manner as the businesses of the Xxxxxx Entities as has been conducted since the Reference Date.

(b) All material items of tangible personal property owned or leased by any Xxxxxx Entity are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for the purposes for which they are presently being used. Other than inventory and in the Ordinary Course, none of the personal or movable property constituting assets of any Xxxxxx Entity is located other than at the Leased Real Property.

Section 3.09 PROPRIETARY RIGHTS.

(a) Section 3.09(a) of the Xxxxxx Disclosure Schedule contains a true, complete and accurate description and list of all (i) patented or registered Intellectual Property owned or held by or exclusively licensed to any Xxxxxx Entity, (ii) pending patent applications and applications for other registrations of Intellectual Property owned or held by or exclusively licensed to any Xxxxxx Entity, (iii) any unregistered Trademark or copyright that is owned or held by or exclusively licensed to any Xxxxxx Entity and material to the conduct of any Xxxxxx Entity’s business as presently conducted or contemplated to be conducted (including all social media accounts) and (iv) all Internet domain names used by or registered by or on behalf of any Xxxxxx Entity (indicating for each of (i) and (ii) the Xxxxxx Entity that owns or holds such Intellectual Property or an exclusive license thereto, applicable jurisdiction, registration number (if registered), application number, date issued (if issued) and dated filed).

(b) Section 3.09(b) of the Xxxxxx Disclosure Schedule contains a true, complete and accurate list of all Intellectual Property licensed by (1) any other Person to any Xxxxxx Entity (excluding any Intellectual Property licensed with an annual license fee of less then $100,000, generally commercially available, off the shelf software programs licensed to such Xxxxxx Entity pursuant to a shrink-wrap or “click to accept” agreements with a replacement cost and/or annual license fee of less than $100,000 (an “Immaterial Software License”)) or (2) any Xxxxxx XX Entity to Xxxxxx or any of its Subsidiaries, and for each of (1) and (2) any license or other Contract relating thereto. Section 3.09(b) of the Xxxxxx Disclosure Schedule contains a true, complete and accurate list of all Intellectual Property licensed by (1) any Xxxxxx Entity to any Person other than a Xxxxxx Entity or (2) by Xxxxxx or any of its Subsidiaries to any Xxxxxx XX Entity, and for each of (1) and (2) any license or other Contract relating thereto (all of the foregoing Contracts required to be listed or expressly excused from listing on Section 3.09(b), the “IP Contracts”). Except as set forth on Section 3.09(b) of the Xxxxxx Disclosure Schedule, the consummation of the transactions contemplated by this Agreement and the Transaction Documents will not (i) impair any rights of any Xxxxxx Entity under, or cause any Xxxxxx Entity to be in violation of or default under, any IP Contract, (ii) give rise to any termination or modification of, or entitle any Person to terminate or modify, any such IP Contract, or (iii) require the payment of (or increase the amount of) any royalties, fees, or other consideration with respect to the Xxxxxx Entity’s use or exploitation of any Intellectual Property of any Person.

(c) The Xxxxxx Entities exclusively own and possess all right, title and interest in and to, or have the right under a valid and enforceable license set forth on Section 3.09(b) of the Xxxxxx Disclosure Schedule (or under a valid and enforceable Immaterial Software License), to use and otherwise commercialize or exploit, all Intellectual Property necessary for or used or otherwise commercialized or exploited in the operation of its businesses as presently conducted and as presently proposed to be

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conducted, free and clear of all Liens (collectively for all Xxxxxx Entities, the “Xxxxxx Intellectual Property”). None of the Xxxxxx Intellectual Property owned or purported to be owned by or, to the Knowledge of Xxxxxx, exclusively licensed to or purported to be exclusively licensed to, any Xxxxxx Entity is invalid or unenforceable in whole or in part. No loss or expiration of any of the Xxxxxx Intellectual Property is pending, or to the Knowledge of Xxxxxx, reasonably foreseeable, or threatened, except for patents expiring at the end of their statutory term. The Xxxxxx Entities have taken all commercially reasonable actions to protect and maintain in full force and effect the Xxxxxx Intellectual Property. Each current or former Service Provider of any Xxxxxx Entity has executed a valid and enforceable written agreement assigning to such Xxxxxx Entity ownership of all rights in any Intellectual Property developed by such Service Provider, solely or jointly with others, in the course and scope of his or her employment or engagement by such Xxxxxx Entity. Except as specified on Section 3.09(c) of the Xxxxxx Disclosure Schedule, none of the Xxxxxx Shareholders owns or holds any Intellectual Property that is used, commercialized or exploited in any way by any Xxxxxx Entity.

(d) Except as set forth on Section 3.09(d) of the Xxxxxx Disclosure Schedule, (i) there have been no claims made or, to the Knowledge of Xxxxxx, threatened against any Xxxxxx Entity asserting the invalidity, misuse or unenforceability of any Xxxxxx Intellectual Property or challenging any Xxxxxx Entity’s ownership of Intellectual Property owned or purported to be owned by such Xxxxxx Entity or right to use, commercialize or exploit any other Xxxxxx Intellectual Property, in either case free and clear of Liens, and to the Knowledge of Xxxxxx, there is no basis for any such claim, (ii) no Xxxxxx Entity has received any written notices of, and to the Knowledge of Xxxxxx there are no facts which indicate a likelihood of, any direct, vicarious, indirect, contributory or other infringement, violation or misappropriation by a Xxxxxx Entity of any Intellectual Property (including any cease-and-desist letters or demands or offers to license any Intellectual Property from any other Person), (iii) to the Knowledge of Xxxxxx, the conduct of the Xxxxxx Entities’ respective businesses as previously conducted has not infringed, misappropriated or violated, and as presently conducted or presently proposed to be conducted, to the Knowledge of Xxxxxx, does not infringe, misappropriate or violate, any Intellectual Property rights of any Person, and, (iv) to the Knowledge of Xxxxxx, no Xxxxxx Intellectual Property has been infringed, misappropriated or violated by any other Person.

(e) The computer, information technology and communication systems, including the Software, hardware and networks (including any virtual private networks), and all programs, data, information and databases that are available or thereon or Processed thereby (collectively, the “Systems”), currently used or owned by the Xxxxxx Entities are reasonably sufficient for the needs of the businesses of the Xxxxxx Entities as presently conducted. To the Knowledge of Xxxxxx, in the past twelve (12) months, there have been no bugs in, or failures, breakdowns, or continued substandard performance of, any Systems that has caused any material disruption or interruption in or to the use of such Systems by any Xxxxxx Entity or the conduct of their businesses, and there have been no material slowdowns in the Systems or the use thereof as a result of work performed from any remote locations.

(f) To the Knowledge of Xxxxxx, no software owned or used by any of the Xxxxxx Entities (collectively, the “Xxxxxx Software”) contains, and the Xxxxxx Entities have taken all commercially reasonable precautions to prevent the presence of, any malicious code, program, or other internal component (e.g., computer virus, computer worm, computer time bomb, Trojan horse, spyware, or similar component) which could damage, destroy, or alter the Xxxxxx Software, the Systems, or other software or hardware used by the Xxxxxx Entities or any of their customers (or such customers respective end users or employees), or which could, in any unintended manner, reveal, damage, corrupt, destroy, or alter any data or other information accessed through or processed by the Xxxxxx Software, or otherwise cause unauthorized access to, or disruption, impairment, disablement, or destruction of any Systems.

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(g) The Xxxxxx Entities have taken all commercially reasonable steps to maintain the confidentiality of and otherwise protect its rights in all trade secrets and confidential information owned by or otherwise in their possession (including all source code to all Xxxxxx Software), and, except under confidentiality obligations, there has not been any disclosure by any Xxxxxx Entity of any such trade secrets or confidential information. To the Knowledge of Xxxxxx, there has been no unauthorized access to or disclosure of any such trade secrets or confidential information.

(h) Except as set forth on Section 3.09(h) of the Xxxxxx Disclosure Schedule, No Xxxxxx Entity, nor any Xxxxxx Software owned by any of the Xxxxxx Entities and material to the conduct of their respective business, has made use of any Open Source Software in a manner or fashion that (i) requires the licensing, disclosure or distribution of any source code for any such Xxxxxx Software to licensees or any other Person, (ii) prohibits or limits the receipt of consideration in connection with licensing, sublicensing or distributing any such Xxxxxx Software or that such Software must be made available at no charge or otherwise licensed to third parties, (iii) except as specifically permitted by applicable Law, allows any Person to decompile, disassemble or otherwise reverse-engineer any such Xxxxxx Software, or (iv) requires the licensing of any such Xxxxxx Software to any other Person for the purpose of making derivative works.

Section 3.10 CONTRACTS.

(a) Section 3.10(a) of the Xxxxxx Disclosure Schedule contains a true, complete and accurate list (by reference to the applicable subsection hereof) of (such Contracts, collectively, the “Material Contracts”):

(i)

each Contract that requires any Xxxxxx Entity to pay, or entitles any Xxxxxx Entity to receive, in the aggregate, $250,000 or more over the next twelve (12) months from the date hereof;

(ii)

excluding non-disclosure agreements entered into the Ordinary Course, each Contract that restricts any Xxxxxx Entity from competing with or engaging in any business activity anywhere in the world or soliciting for employment or engagement, hiring, employing or engaging any Person;

(iii)

each Contract to acquire or dispose (by merger, purchase or sale of assets or stock or otherwise) of any business or other material assets, as to which a Xxxxxx Entity has continuing material obligations or material rights;

(iv)

each Contract concerning a joint venture, strategic alliance, collaboration or partnership agreements, or the sharing of profits;

(v)

each Contract whereby any Xxxxxx Entity leases, subleases, licenses, or otherwise holds any rights to use or occupy any interest in real property (the “Real Property Leases”);

(vi)

each Contract with respect to Indebtedness;

(vii)

each Contract with any Governmental Authority;

(viii)

each Contract pursuant to which a Xxxxxx Entity leases, is licensed or otherwise authorized to use or otherwise commercialize or exploit any Intellectual Property of any other Person or which otherwise affects the ability of a Xxxxxx Entity to use, commercialize or otherwise exploit any Xxxxxx Intellectual Property (including a covenant not to xxx) material to its business as currently conducted (excluding Immaterial Software Licenses);

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(ix)

each Contract pursuant to which a Xxxxxx Entity leases, licenses or otherwise authorizes another Person to use, distribute, sell, resell or incorporate any Xxxxxx Intellectual Property;

(x)

each Contract that contains any fixed or indexed pricing, “most-favored nation” pricing or similar pricing terms or provisions regarding minimum volumes, volume discounts, or rebates;

(xi)

each Contract with a labor union or labor organization or other employee representative;

(xii)

other than Employee Plans, each Contract with respect to deferred compensation, equity purchase or award, salary continuation, pension, profit sharing or retirement plan;

(xiii)

each Contract with any current Service Provider as well as each Contract with any firm or other organization providing commission or sales-based services to a Xxxxxx Entity, other than the Company’s standard offer letters to its at-will employees in the Ordinary Course;

(xiv)

each Contract with a Related Party;

(xv)

each Contract that grants any Person other than a Xxxxxx Entity any rights of first refusal, rights of first negotiation or similar rights;

(xvi)

other than Contracts entered into in the Ordinary Course, each Contract that contains indemnification obligations of a Xxxxxx Entity; and

(xvii)

each written Contract with a Top Supplier.

To the Knowledge of Xxxxxx, true, complete and accurate copies of the Material Contracts, together with all amendments and modifications thereto, have previously been made available to Subversive. Each Material Contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and is not subject to any claims, charges, set-offs or defenses.

(b) No Xxxxxx Entity is in breach or default, nor has any event occurred which with the giving of notice or the passage of time or both would constitute a breach or default by any Xxxxxx Entity of, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any manner release any party thereto from any obligation under, any Material Contract. To the Knowledge of Xxxxxx, no other party is in breach or default, and no event has occurred which with the giving of notice or the passage of time or both would constitute a breach or default by any other party, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by any Xxxxxx Entity under, or in any manner release any party thereto from any obligation under, any Material Contract. Since the Reference Date, no Xxxxxx Entity has received any written notice regarding any actual or alleged violation or breach of, or default under any Material Contract. No Xxxxxx Entity has received any written notice, nor does any Xxxxxx Entity have any Knowledge that, a counterparty to any Material Contract is terminating, not renewing, modifying, repudiating or rescinding, or intends to terminate, not renew, modify, repudiate or rescind such Material Contract.

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Section 3.11 LITIGATION.

(a) There are no Proceedings pending or, to the Knowledge of Xxxxxx, threatened against any (i) Xxxxxx Entity or (ii) to the extent related to any Xxxxxx Entity, current or former Service Provider.

(b) There are no Proceedings pending or threatened by any Xxxxxx Entity.

(c) For any Proceedings identified on Section 3.11(a) or Section 3.11(b) of the Xxxxxx Disclosure Schedule, (i) to the extent permitted by applicable Law and solely to the extent that would not extinguish any available privileges with respect thereto, Xxxxxx has made available to Subversive true, complete and accurate copies of all pleadings and material correspondence relating to each such Proceeding, (ii) no such Proceeding would, to Xxxxxx’x Knowledge, reasonably be expected to result in the Xxxxxx Entities incurring aggregate Losses with respect thereto of more than $100,000, and (iii) Xxxxxx will have paid before the Closing, all fees and expenses of counsel and other representatives of Xxxxxx incurred on or before the Closing Date in connection with such Proceeding.

(d) Section 3.11(d) of the Xxxxxx Disclosure Schedule sets forth any Order to which any Xxxxxx Entity is subject.

Section 3.12 COMPLIANCE WITH APPLICABLE LAWS. Each Xxxxxx Entity is, and for the past two (2) years has been, in compliance in all material respects with all Laws (other than, for the avoidance of doubt, the Federal Cannabis Laws) in connection with the conduct, ownership, use, occupancy or operation of its business and assets, and no Xxxxxx Entity has received written notice of any actual or alleged violation of any Law. The Xxxxxx Entities only operate in jurisdictions that have enacted Laws legalizing Cannabis. Each Xxxxxx Entity is in compliance in all material respects with all applicable Laws (other than the Federal Cannabis Laws) controlling the cultivation, harvesting, production, handling, storage, distribution, sale, and possession of Cannabis. No Xxxxxx Entity imports or exports Cannabis products from or to any foreign country.

Section 3.13 LICENSES AND GOVERNMENTAL AUTHORIZATIONS. The Xxxxxx Entities hold and have held, and immediately following the Closing will hold, all Governmental Authorizations necessary for the conduct, ownership, use, occupancy or operation of their businesses or assets as conducted, owned, used, occupied or operated prior to the date hereof, and all such Governmental Authorizations are valid and in full force and effect. Each Xxxxxx Entity is, and for the past two (2) years has been, in material compliance with all such Governmental Authorizations, and no Xxxxxx Entity has received written notice of any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All such Governmental Authorizations are identified on Section 3.13 of the Xxxxxx Disclosure Schedule (including the issuer, date of issuance and expiration date) and complete and correct copies thereof have been made available to Subversive. The Xxxxxx Entities will diligently pursue all disclosure and approval requirements applicable to the Governmental Authorizations, such that the rights and benefits of each Governmental Authorization will be available to the Surviving Company after the Effective Time on terms substantially identical to those enjoyed by the Company as of the Agreement Date and immediately prior to the Effective Time and, to the Knowledge of Xxxxxx, will not be cancelled, terminated, revoked, limited in scope or otherwise adversely affected by the Merger or the other transactions contemplated hereby.

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Section 3.14 HEALTH, SAFETY AND ENVIRONMENTAL.

(a) Each Xxxxxx Entity is and has been in compliance with all Environmental and Safety Requirements.

(b) Each Xxxxxx Entity has obtained, maintains, and complies with all Governmental Authorizations required under Environmental and Safety Requirements to operate its business, and no Proceeding is pending, or to the Knowledge of Xxxxxx, threatened, to revoke, modify, or terminate any Governmental Authorization required under Environmental and Safety Requirements.

(c) There are no Hazardous Materials present in, at, under, about or migrating to or from, any (i) Leased Real Property, (ii) real property formerly owned, leased, or used by any Xxxxxx Entity or any of its predecessors, or (iii) property to which any Xxxxxx Entity or any of its predecessors, or any Person on behalf of any Xxxxxx Entity or any of its predecessors, has, at any time, transported, treated, stored or disposed of Hazardous Material, in each case, that has or would reasonably be expected to give rise to, result in, or serve as a basis for any material Liability of the Xxxxxx Entities under Environmental and Safety Requirements.

(d) No Xxxxxx Entity has been subject to, nor has received any written notice of, any Proceeding related to the Release of Hazardous Materials or noncompliance with or material Liabilities under Environmental and Safety Requirements.

(e) No Xxxxxx Entity has any contractual indemnity obligation to any third party with respect to Environmental and Safety Requirements.

(f) To the Knowledge of Xxxxxx, (i) no underground storage tanks or related piping are located on, under, or at any Leased Real Property, (ii) no Xxxxxx Entity has removed or caused any such tank or piping to be removed and (iii) there has been no such removal from any Leased Real Property or any former operating location that would reasonably be expected to give rise to, result in, or serve as a basis for any Liability of any Xxxxxx Entity under Environmental and Safety Requirements.

(g) To the Knowledge of Xxxxxx, no current facts, circumstances, or conditions exist with respect to any Xxxxxx Entity, their respective businesses, the Leased Real Property, or any formerly owned, leased, or operated real property that would result, individually or in the aggregate, in any Xxxxxx Entity’s incurring material Liability, or material, unbudgeted capital expenditures to achieve or maintain compliance, under Environmental and Safety Requirements, including Governmental Authorizations required under Environmental and Safety Requirements.

(h) The Xxxxxx Entities have made available to Subversive true, complete and accurate copies of all material environmental assessment reports, health and safety audits, and reports of investigations with respect to the Xxxxxx Entities, or the Leased Real Property in Xxxxxx’x possession or control.

Section 3.15 TAXES.

(a) Each Xxxxxx Entity has timely and properly filed all income and material other Tax Returns required to be filed by it, taking into account any extension of time to file granted to or obtained by such Xxxxxx Entity. All such Tax Returns are accurate and complete in all material respects Each Xxxxxx Entity has timely and properly paid all Taxes required to be paid by any Xxxxxx Entity, or with respect to its assets, whether or not shown as due on such Tax Returns.

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(b) All Tax deficiencies that have been claimed, proposed, or asserted in writing by any Governmental Authority against any Xxxxxx Entity have been fully paid or finally settled.

(c) No Tax audits or administrative or judicial Tax Proceedings are being conducted or are pending with respect to any Xxxxxx Entity. No Xxxxxx Entity has received from any Governmental Authority any (i) written notice indicating an intent to open an audit, examination or other review with respect to Taxes, (ii) written request for information related to Tax matters, or (iii) written notice of deficiency or proposed adjustment for any amount of Tax, in each case with respect to a Tax period that remains open. No Xxxxxx Entity has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency that, in either case, remains in effect (other than pursuant to customary extensions of the due date for filing a Tax Return obtained in the ordinary course of business).

(d) No written claim has ever been made by an authority in a jurisdiction where any Xxxxxx Entity does not file Tax Returns that a Xxxxxx Entity may be subject to taxation by that jurisdiction. Section 3.15(d) of the Xxxxxx Disclosure Schedule sets forth each jurisdiction in which each Xxxxxx Entity is required to file Tax Returns or pay Taxes.

(e) There are no Liens (other than Permitted Liens) on any of the assets of any Xxxxxx Entity that arose in connection with any failure, delay (or alleged failure or delay) to pay any Tax.

(f) Each Xxxxxx Entity has timely and properly withheld and paid all non-de minimis Taxes required to have been withheld and paid in connection with any amounts paid or owing to any Service Provider, equity interest holder, or other third party, and all IRS Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. Each Xxxxxx Entity has consistently treated any workers that it treats as independent contractors (and any similarly situated workers) as independent contractors for purposes of Section 530 of the Revenue Act of 1978.

(g) No Xxxxxx Entity is party to any agreement the principal purpose of which is to allocate or share liability for Taxes between or among the applicable Xxxxxx Entity, on the one hand, and other Persons, on the other hand, including, for the avoidance of doubt, any Tax allocation, Tax sharing, Tax distribution, Tax indemnification, Tax reimbursement or Tax gross-up Contract, other than a contract entered into in the ordinary course of business, the primary purpose of which is not Taxes.

(h) No Xxxxxx Entity (i) has ever been a member of an affiliated group filing a consolidated federal Income Tax Return (other than the consolidated group of which Xxxxxx is the common parent), or (ii) has any Liability for Taxes of another Person under Treasury Regulation Section 1.1502-6 (or any corresponding or similar provision of state, local or foreign Income Tax Law) (other than with respect to the consolidated group of which Xxxxxx is the common parent), as a transferee or successor, by contract (but excluding contracts the primary purpose of which is not related to Taxes), or otherwise by Law.

(i) No Xxxxxx Entity has ever been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(j) Each Xxxxxx Entity has in all material respects collected and maintained all resale certificates, exemption certificates and other material documentation required to qualify for any exemption from the collection of sales Taxes imposed on or due from such Xxxxxx Entity.

(k) None of the assets of the Xxxxxx Entities are an interest in an entity or arrangement classified as a partnership for United States federal, state or local Income Tax purposes.

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(l) The aggregate unpaid Taxes of the Xxxxxx Entities (a) did not, as of the Balance Sheet Date, materially exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Balance Sheet and (b) do not materially exceed that reserve as adjusted for the transactions contemplated by this Agreement and the passage of time through the end of the Closing Date in accordance with the past custom and practice of Xxxxxx in preparing its Financial Statements.

(m) No Xxxxxx Entity is a party to any agreement or arrangement that could result, separately or in the aggregate, in the actual or deemed payment of any “excess parachute payments” within the meaning of Section 280G of the Code (or any comparable provision of foreign, state or local Law).

(n) No Xxxxxx Entity has ever participated in any “listed transaction” or “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code or Treasury Regulation Section 1.6011-4(b).

(o) No Xxxxxx Entity has requested or received a ruling from any Governmental Authority or signed any Contract with any Governmental Authority that might impact the amount of Tax due from Subversive or its Affiliates (including following the Closing, for the avoidance of doubt, the Xxxxxx Entities) after the Closing Date.

(p) Neither Subversive nor any of its Affiliates (including following the Closing, for the avoidance of doubt, the Xxxxxx Entities) (assuming for this purpose that each Xxxxxx Entity is a regarded entity for U.S. federal Income Tax purposes) will be required to include any item of income in, or exclude any deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting, or the use of a cash or an improper method of accounting, for a taxable period ending on or prior to the Closing Date with respect to any Xxxxxx Entity (including, for the avoidance of doubt, any adjustment under Section 481(a) of the Code (or any corresponding or similar provision of state, local, or foreign Tax law)); (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Income Tax Law) executed on or prior to the Closing Date; (iii) intercompany transactions as described in Treasury Regulation Section 1.1502-13 (or any corresponding or similar provision of state, local or foreign Income Tax Law) or excess loss account described in Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign Income Tax Law); in either case existing on or prior to the Closing Date, or excess loss account described in Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign Income Tax Law) (iv) installment sale or open transaction disposition made on or prior to the Closing Date by any Xxxxxx Entity; (v) prepaid or deposit amount received outside of the Ordinary Course on or prior to the Closing Date by any Xxxxxx Entity; (vi) interest held by any Xxxxxx Entity in a “controlled foreign corporation” (as that term is defined in Section 957 of the Code) on or before the Closing Date pursuant to Section 951 or 951A of the Code; (vii) minimum gain chargeback” provision applicable to any Xxxxxx Entity with respect to “minimum gain” for periods (or portions of periods) ending on or prior to the Closing Date pursuant to Subchapter K of the Code; or (viii) debt instrument held by any Xxxxxx Entity on or before the Closing Date that was acquired with “original issue discount” as defined in Section 1273(a) of the Code or is subject to the rules set forth in Section 1276 of the Code. No Xxxxxx Entity is required to include any amount in income pursuant to Section 965 of the Code or pay any installment of the “net tax liability” described in Section 965(h)(1) of the Code. No Xxxxxx Entity has deferred any obligation to pay Taxes pursuant to Section 2302 of the CARES Act.

(q) Within the past two years, no Xxxxxx Entity has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that purported or intended to be governed in whole or in part by Section 355 or 361 of the Code.

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(r) Each Employee Plan that is a “non-qualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and any award thereunder, in each case that is subject to Section 409A of the Code has been administered and drafted or amended, in such a manner that complies in all material respects with Section 409A of the Code and the Treasury Regulations promulgated thereunder.

(s) No Xxxxxx Entity is the beneficiary of any Tax incentive, Tax rebate, Tax holiday or similar arrangement or agreement with any Governmental Authority.

(t) The Xxxxxx Shares are not “taxable Canadian property” within the meaning of the Income Tax Act (Canada).

(u) No portion of the Contingent Transaction Consideration is dependent on the use of or production from property in Canada.

(v) The Canadian Shareholders are not non-residents of Canada or, if partnership, are “Canadian partnerships”, in each case within the meaning of the Income Tax Act (Canada).

Section 3.16 INSURANCE POLICES. Section 3.16 of the Xxxxxx Disclosure Schedule contains a true and complete list of all insurance policies to which any Xxxxxx Entity is a party or which provide coverage to or for the benefit of or with respect to any Xxxxxx Entity or any director, manager, officer or employee of any Xxxxxx Entity in his or her capacity as such (the “Insurance Policies”), indicating in each case the type of coverage, name of the insured, the insurer, the expiration date of each policy and the amount of coverage. True and complete copies of all such Insurance Policies have been made available to Subversive. Section 3.16 of the Xxxxxx Disclosure Schedule also describes any self-insurance or co- insurance arrangements by or affecting any Xxxxxx Entity or any director, manager, officer or employee of a Xxxxxx Entity in his or her capacity as such, including any reserves established thereunder. Each Insurance Policy is in full force and effect and shall remain in full force and effect in accordance with its terms immediately following the Closing, is (to the Knowledge of Xxxxxx) provided by a financially solvent carrier and has not been subject to any lapse in coverage. The Xxxxxx Entities are current in all premiums or other payments due under the Insurance Policies and have otherwise complied in all material respects with all of their obligations under each Insurance Policy. The Xxxxxx Entities have given timely notice to the applicable insurer of all material claims that may be insured thereby under any Insurance Policy. No Xxxxxx Entity has been refused any insurance by, nor has coverage been limited by, any insurance carrier with which any Xxxxxx Entity has carried insurance or any other insurance carrier to which any Xxxxxx Entity has applied for insurance, and no insurer has issued a reservation of rights or denial of coverage for claims or incidents which could give rise to a claim under any Insurance Policy. No Insurance Policy provides for any retrospective premium adjustment or other experience based liability on the part of any Xxxxxx Entity.

Section 3.17 EMPLOYEE PLANS.

(a) Neither the Xxxxxx Entities nor any ERISA Affiliate have ever maintained, sponsored, adopted, made contributions to or obligated itself to make contributions to or to pay any benefits or grant rights under or with respect to, or has any other Liability with respect to, any employee benefit plan (as defined in Section 3(3) of ERISA, whether or not subject to ERISA) or any other plan, program, policy, practice, arrangement or agreement providing for compensation or benefits of any kind to any individual (each an “Employee Plan,” and collectively, the “Employee Plans”). No Employee Plan is subject to Laws outside the United States.

(b) Neither the Xxxxxx Entities nor any ERISA Affiliate has at any time participated in or made contributions to or has had any other Liability or potential Liability with respect to a plan which is or was

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(i) a “multiemployer plan” within the meaning of ERISA Section 3(37) or 4001(a)(3), (ii) a “multiple employer plan” within the meaning of ERISA Section 4063 or 4064 or Code Section 413(c), (iii) a “multiple employer welfare arrangement” within the meaning of ERISA Section 3(40), (iv) a plan subject to Section 302 or Title IV of ERISA or Code Section 412; or (v) a “welfare benefit fund” as defined in Section 419(e) of the Code.

(c) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a determination letter from the IRS stating that such Employee Plan is so qualified, and nothing has occurred that could adversely affect the qualified status of such plan.

(d) Each Employee Plan has been and is operated and funded in such a manner as to qualify, where appropriate, for both federal and state purposes, for Income Tax exclusions to its participants, Tax- exempt income for its funding vehicle, and the allowance of deductions and credits with respect to contributions thereto.

(e) There are no Proceedings or claims pending or threatened with respect to any Employee Plan, or the assets thereof (other than routine claims for benefits), and there are no facts which could give rise to any Liability, Proceeding or claim against any Employee Plan, any fiduciary or plan administrator or other person dealing with any Employee Plan or the assets thereof.

(f) No Employee Plan is under audit or investigation by, or is the subject of a Proceeding with respect to, any Governmental Authority, including the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation.

(g) Each of the Employee Plans and all related trusts, insurance contracts and funds have been established, documented, maintained, funded and administered in compliance with their terms, and in compliance with the applicable provisions of ERISA, the Code, and all other applicable Laws. With respect to each Employee Plan, all required payments, premiums, contributions, distributions or reimbursements for all periods ending prior to or as of the Agreement Date have been timely made or are not past due and properly accrued on the Financial Statements in accordance with IFRS. With respect to any insurance policy providing funding or reimbursement for benefits under any Employee Plan, (i) there is no liability of any Xxxxxx Entity in the nature of a retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability, and (ii) to Xxxxxx’x Knowledge, no insurance company issuing any such policy is in receivership, conservatorship, liquidation or similar proceeding. With respect to each Employee Plan that provides welfare benefits, all claims incurred under such Employee Plan are (i) insured pursuant to a contract of insurance (that does not provide for any retrospective premium adjustments) whereby the insurance company bears any risk of loss with respect to such claims, (ii) covered under a contract with a health maintenance organization (an “HMO”) pursuant to which the HMO bears the liability for claims or (iii) accrued as a liability on the Financial Statements.

(h) No event, act or omission has occurred and no condition exists with respect to any Employee Plan that would result in any material Tax, penalty, assessable payment or other liability imposed by ERISA, the Code or any other applicable Law for which any Xxxxxx Entity is or may be liable.

(i) Each Employee Plan that is subject to the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (collectively, “COBRA”), the requirements of the Health Insurance Portability and Accountability Act of 1986, as amended, and/or the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, has been administered in compliance with such requirements. No Employee Plan provides post-termination medical, life or other welfare benefits other than as required pursuant to COBRA.

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(j) With respect to each Employee Plan, the Xxxxxx Entities have provided Subversive the most recent true, complete and correct copies of (to the extent applicable): (i) all documents pursuant to which the Employee Plan is maintained, funded and administered (including the plan and trust documents, any amendments thereto, the summary plan descriptions, any summaries of material modifications and any insurance contracts or service provider agreements and any amendments thereto); (ii) the two (2) most recent actuarial reports and/or financial reports; (iii) the three (3) most recent annual reports (IRS Form 5500 series) filed with the United States Department of Labor (with all applicable attachments); (iv) the most recent determination letter, if any, received from the IRS; (v) any communication to or from any Governmental Authority or to or from any Employee Plan participant, including a written description of any oral communication; and (vi) non-discrimination, coverage and top-heavy testing for the three most recently available plan years.

(k) All required reports with respect to each Employee Plan have been timely and accurately filed with the IRS, the United States Department of Labor and the Pension Benefit Guaranty Corporation and, as appropriate, provided to participants in the Employee Plan.

(l) Neither the execution and delivery of this Agreement or any Transaction Document nor the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any event) (i) constitute an “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any director, manager, consultant, employee or former employee of any of the Xxxxxx Entities, (ii) increase any benefits otherwise payable under any Employee Plan, or (iii) result in any acceleration of the time of funding, payment or vesting of any such benefits.

(m) No communication or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Plan.

(n) Each Xxxxxx Entity has, for purposes of each relevant Employee Plan, correctly classified those individuals performing services for such Xxxxxx Entity as common law employees, leased employees, independent contractors or agents of such Xxxxxx Entity.

Section 3.18 EMPLOYEES; LABOR RELATIONS. Section 3.18(a) of the Xxxxxx Disclosure Schedule lists each Xxxxxx Entity’s employees and independent contractors, setting forth the name, title and base salary or hourly rate for such Person as of the Reference Date. Section 3.18(b) of the Xxxxxx Disclosure sets forth, in each case, since January 1, 2020, (i) any termination, layoff, furlough, implementation of job sharing, change in compensation (other than increases or bonuses in the ordinary course of business consistent with past practice) or other change of employment status or terms with respect to any current or former Service Provider, and (ii) a list of all Service Providers working from home or a location other than a facility or location of a Xxxxxx Entity and whether such Service Provider worked primarily at a facility or location of a Xxxxxx Entity prior January 1, 2020. Section 3.18(c) of the Xxxxxx Disclosure sets forth a list of all Services Providers on any leave or paid time off. No Xxxxxx Entity has received any written notice, and no Xxxxxx Entity has any Knowledge, that any current or former Service Provider has been infected with COVID-19, has experienced symptoms of infection with COVID-19, has been exposed to a Person with COVID-19 or has been quarantined (either voluntarily or mandatorily) for an actual or potential infection with or exposure to COIVD-19. No current employee of any Xxxxxx Entity has given written notice of his or her intent to terminate such employment and no written notice of termination has been given to any employee by any Xxxxxx Entity. To the Knowledge of Xxxxxx, no Service Provider of any Xxxxxx Entity is party to any Contract that materially restricts the Service Provider’s performance of duties or otherwise materially interferes with the conduct of the Business. There have not been any “employment losses” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988, as amended or any similar state or local law (the “WARN Act”) within the past six (6) months. No Xxxxxx Entity is a party to or bound by any collective bargaining agreements or Contracts with any labor union or other

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representative of employees or any employee benefits provided for by any such Contract, no employees of any Xxxxxx Entity are represented by a labor union, works council or other employee representative body with respect to his or her employment with any Xxxxxx Entity. No strike, lockout, slowdown, work stoppage, concerted refusal to work overtime, picketing, unfair labor practice, grievance or union organizational activity or other similar occurrence (whether or not resolved) has occurred at any time or is pending or threatened against any Xxxxxx Entity. No Xxxxxx Entity is or has been a party to or otherwise bound by any citation, decree or Order by any Governmental Authority relating to employees or employment practices, and there are no Governmental Authority conciliation agreements, noncompliance findings or audits pending or in effect with respect to employees or employment practices of any Xxxxxx Entity. No Xxxxxx Entity is or has been subject to any Proceeding regarding its employment practices or any other employment-related matter. Each Xxxxxx Entity is and has been in compliance in all material respects with all applicable Laws relating to the employment of labor, including wages, hours, pay equity, overtime, discrimination, equal opportunity, collective bargaining, harassment, immigration, disability, affirmative action, leaves of absence, privacy, rest periods, meal breaks, workers’ compensation, unemployment insurance, occupational health and safety and the collection and payment of withholding and/or social contribution Taxes and similar Taxes, plant closings, mass layoffs and relocations. No Xxxxxx Entity has received notice of any allegation, and to the Xxxxxx Entities’ Knowledge, no Person has alleged, that any Xxxxxx Entity or any officer, employee, agent or other Service Provider has engaged in sexual harassment. The Xxxxxx Entities have each timely paid in full to each current or former Service Provider or, if not past due, accrued on the Financial Statements in accordance with IFRS all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such Service Providers. There are no Liabilities of any Xxxxxx Entity relating to workers’ compensation benefits that are not fully insured against by a third-party insurance carrier. The Xxxxxx Entities have at all times properly classified in accordance with all applicable Laws all of their respective Service Providers as either employees or independent contractors and as exempt or non-exempt from overtime requirements and have each made all appropriate filings in connection with services provided by, and compensation paid to, such Service Providers. No Service Provider or Person who was, between January 1, 2020 and the Agreement Date, a Service Provider, has refused to work or provide services because of, or made any complaint or claim with respect to, any unsafe conditions in the workplace as a result of, arising out of or otherwise relating to COVID-19.

Section 3.19 TRANSACTIONS WITH RELATED PARTIES. No Related Party has any direct or indirect interest in (a) any material customer or supplier of any Xxxxxx Entity or (b) any assets or property used by any Xxxxxx Entity (including any Intellectual Property). Section 3.19(a) of the Xxxxxx Disclosure sets forth the parties to and the date, nature and amount of each Related Party Transaction since the Reference Date (other than salary or other compensation or benefits under Employee Plans paid or payable in the ordinary course of business consistent with past practice to employees in consideration for bona fide services performed by such employees).

Section 3.20 REAL PROPERTY.

(a) No Xxxxxx Entity owns, or has owned, any real property or is bound by any Contract, or has any Liabilities, with respect to the purchase or sale of any real property or the ownership of any real property prior to the Agreement Date.

(b) Section 3.20(b) of the Xxxxxx Disclosure sets forth a complete list, including an address of each leasehold or subleasehold estate or other right to use or occupy any interest in real property held by any Xxxxxx Entity (“Leased Real Property”) and the Real Property Leases (including all amendments, guaranties and other agreements with respect thereto) relating to each such Leased Real Property. With respect to each Leased Real Property, (i) the relevant Xxxxxx Entity’s possession and quiet enjoyment under the applicable Real Property Lease has not been disturbed, and nor does Xxxxxx have Knowledge of any disputes with respect to any Real Property Lease (ii) no Xxxxxx Entity has subleased, licensed or otherwise

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granted any person the right to use or occupy any Leased Real Property or any portion thereof, or collaterally assigned or granted any security interest in such Leased Real Property or any interest therein and, (iii) there are no special, general or other assessments pending against any Xxxxxx Entity or affecting any Leased Real Property that would be payable by the lessee thereof. No Xxxxxx Entity nor any other party to a Real Property Lease is or has been in breach or default under such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification, or acceleration or increase of rent under such Real Property Lease. No security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach or default under any Real Property Lease which has not been redeposited in full. No Xxxxxx Entity owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Real Property Lease.

(c) The Leased Real Property comprises all of the real property that is used in or otherwise related to the businesses of the Xxxxxx Entities. To Xxxxxx’x Knowledge, all buildings, structures, improvements, fixtures, building systems (including HVAC, electrical, plumbing and sewer systems) and equipment, and all components thereof, included in the Leased Real Property (collectively, “Improvements”) are in good condition and repair and are sufficient for the operation of the businesses of the Xxxxxx Entities as currently conducted. To Xxxxxx’x Knowledge, there are no structural deficiencies or latent defects affecting any of the Improvements and, there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business conducted thereon. No Xxxxxx Entity has received any written notice from any insurance company or board of fire underwriters of any defects or inadequacies that could adversely affect the insurability of any Leased Real Property or requesting the performance of any work or alteration with respect to any Leased Real Property. To Xxxxxx’x Knowledge, there is no pending or threatened condemnation, expropriation or other governmental taking of any part or interest in any Leased Real Property. The current and intended use and occupancy of the Leased Real Property and the operation of the Xxxxxx Entities’ businesses as currently conducted do not violate any applicable zoning law, easement, covenant, condition, restriction or similar provision in any instrument of record affecting the Leased Real Property. To Xxxxxx’x Knowledge, no fact or condition exists that could result in the termination or impairment of presently available access from adjoining public or private streets or ways or in the discontinuation of presently available sewer, water, electric, gas, telephone or other utilities or services for any Leased Real Property.

Section 3.21 SUPPLIERS. Section 3.21 of the Xxxxxx Disclosure contains a complete and correct list of (i) the ten (10) largest suppliers to the Xxxxxx Entities, taken as a whole, (excluding utilities) by the aggregate dollar value of purchases by the Xxxxxx Entities, taken as a whole, during the twelve month period ended June 30, 2020 (each a “Top Supplier”) and (ii) with respect to each Top Supplier such aggregate dollar value of purchases. Since December 31, 2019, no Top Supplier has terminated or adversely modified the amount, pricing, frequency or terms of the business such Top Supplier conducts with any Xxxxxx Entity. No Xxxxxx Entity has received any written notice, nor does Xxxxxx have Knowledge, that any Top Supplier will terminate or adversely modify the amount, pricing, frequency or terms of the business such Top Supplier conducts with any Xxxxxx Entity. There is no material dispute pending with any Top Supplier, and no Xxxxxx Entity has received any written notice, nor does Xxxxxx have any Knowledge, of a reasonable basis for any such dispute.

Section 3.22 BANK ACCOUNTS. Section 3.22 of the Xxxxxx Disclosure is a complete and correct list of each bank or financial institution in which any Xxxxxx Entity has an account, safe deposit box or lockbox, or maintains a banking, custodial, trading or similar relationship, the number of each such account or box, and the names of all persons authorized to draw thereon or having signatory power or access thereto.

Section 3.23 INTENTIONALLY OMITTED.

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Section 3.24 PRODUCTS. All products manufactured, processed, marketed, distributed, sold or delivered by any Xxxxxx Entity have been in conformity with all applicable warranties, and no Xxxxxx Entity has any material Liability for replacement thereof or other material damages in connection therewith in excess of any warranty reserve established with respect thereto on the Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Xxxxxx Entities. Each product manufactured, sold or delivered by any of Xxxxxx Entity is in compliance in all material respects with all applicable Laws (other than, for the avoidance of doubt, the Federal Cannabis Laws) controlling the cultivation, harvesting, production, handling, storage, distribution, sale, and possession of Cannabis, including the Medicinal and Adult-Use Cannabis Regulation and Safety Act and the Safe Drinking Water and Toxic Enforcement Act of 1986. Any products sold by any Xxxxxx Entity that were purchased by a Xxxxxx Entity from third parties was, to the Knowledge of Xxxxxx, cultivated, harvested, produced, tested, handled and delivered in accordance with all applicable Law (except for, for the avoidance of doubt, the Federal Cannabis Laws) in all material respects, and were purchased from suppliers duly licensed to cultivate, harvest and produce such products. No Xxxxxx Entity has used any substance, including pesticides, prohibited by Laws (except for, for the avoidance of doubt, the Federal Cannabis Laws) applicable in the states and localities in which such Xxxxxx Entity operates, in any prohibited amount at any stage of the cultivation, harvesting, handling, storage or delivery of such products. Each Xxxxxx Entity has performed (or caused to be performed by third parties) all material and necessary tests and obtained all test certificates and certificates of ingredients required by applicable Law, including tests for microbials, contaminants, residuals, and pesticides, with respect to any product manufactured, sold or delivered by such Xxxxxx Entity. To the Knowledge of Xxxxxx, no products manufactured, sold or delivered by Xxxxxx contain any prohibited pesticides, contaminants or any other substance prohibited by any Law (except for, for the avoidance of doubt, Federal Cannabis Laws). No Xxxxxx Entity received any written notice of any claims for, and to Xxxxxx’x Knowledge there is no reasonable basis for, any extraordinary product recalls relating to any of its products or services. No Xxxxxx Entity has had or has any material Liability arising out of any injury to individuals or property as a result of the ownership, possession or use of any products manufactured, sold or delivered by any Xxxxxx Entity or with respect to any services rendered by any Xxxxxx Entity. The Xxxxxx Entities are in material compliance with all applicable advertising or labeling requirements that prohibit “drug” claims on products that have not received appropriate FDA drug approval.

Section 3.25 PRIVACY AND INFORMATION SECURITY. Each Xxxxxx Entity is, and for the past two (2) years has been, in material compliance with (a) all Privacy and Information Security Requirements, (b) its internal and external privacy policies and notices and (c) all Contracts relating to the Processing of Personal Data. No Xxxxxx Entity nor, to Xxxxxx’x Knowledge, any other Person, has received any written notice, allegation, complaint or other communication, and there is no pending investigation by any Governmental Authority or payment card association regarding any actual or possible violation of any Privacy and Information Security Requirement by or with respect to any Xxxxxx Entity. To the Knowledge of Xxxxxx, no Xxxxxx Entity has suffered a security breach with respect to any of the Xxxxxx Data and there has been no unauthorized or illegal use of or access to any Xxxxxx Data. No Xxxxxx Entity has notified, nor (to the Knowledge of Xxxxxx) has been required to notify, any Person of any information security breach involving Personal Data. Each Xxxxxx Entity employs commercially reasonable security measures that materially comply with all Privacy and Information Security Requirements to protect Xxxxxx Data within its custody or control and requires the same of all vendors that Process Xxxxxx Data on its behalf. The execution, delivery, performance and consummation of the transactions contemplated hereunder comply with each Xxxxxx Entity’s applicable Privacy and Information Security Requirements.

Section 3.26 ANTI-CORRUPTION; IMPROPER PAYMENTS. None of the Xxxxxx Entities, or, to the Knowledge of Xxxxxx, any Xxxxxx Shareholder, any officer, director, agent, manager, employee, or any other Person authorized to act on behalf of any of the Xxxxxx Entities or any Xxxxxx Shareholder, has, directly or indirectly, taken any act that would cause any Xxxxxx Entity or any Xxxxxx Shareholder to be in material

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violation of Improper Payment Laws, including any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of payment, directly or indirectly, of any money or anything of value (including any gift, sample, rebate, travel, meal and lodging expense, entertainment, service, equipment, debt forgiveness, donation, grant or other thing of value, however characterized) to any Government Official or any Person to secure any improper advantage or to obtain or retain business. Each Xxxxxx Entity complies, and (to the Knowledge of Xxxxxx) has at all times complied, with all Improper Payment Laws. Without limiting the generality of the foregoing, none of the Xxxxxx Entities or any Xxxxxx Shareholder has violated or is in violation in any material respect of the U.S. Anti-Kickback Statute (42 U.S.C. Section 1302a-7(b)), the Federal False Claims Act (31 U.S.C. Sections 3729, et seq.) or any related or similar Law. None of the Xxxxxx Entities, or, to the Knowledge of Xxxxxx, any Xxxxxx Shareholder, or any of their respective Affiliates or Persons acting on their behalf has received any written notice or communication from any Person that alleges the potential violation of any Improper Payment Laws or other applicable Law, nor have received a written request for information from any Governmental Authority regarding Improper Payment Laws. None of the Xxxxxx Entities or, to the Knowledge of Xxxxxx, any Xxxxxx Shareholder or any officer, director, manager, employee, attorney, accountant, consultant, financial advisor or other agent of any Xxxxxx Entity or any Xxxxxx Shareholder, has employed or retained, directly or indirectly, a Government Official or a family member of a Government Official. No Government Official has, directly or indirectly, the right of control over, or any beneficial interest in any Xxxxxx Entity.

Section 3.27 BROKERS OR FINDERS. None of the Xxxxxx Shareholders, the Xxxxxx Entities or any of their respective Affiliates has retained any broker or finder, or agreed to pay or made any statement or representation to any Person that would entitle such Person to, any broker’s, finder’s or similar fees or commissions in connection with the transactions contemplated by this Agreement.

Section 3.28 PROSPECTUS DISCLOSURE. None of the information related to the Xxxxxx Entities that Xxxxxx has provided as of the Agreement Date, or subsequently provides, to Subversive for inclusion in the Prospectus, or that have been and will be included in any information statement or proxy statement relating to the Xxxxxx Transaction and the Xxxxxx Shareholder Approval will, at the date delivered to the Xxxxxx Shareholders and at the date of such meeting or consent, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements herein or therein not misleading.

Section 3.29 NO OTHER REPRESENTATIONS AND WARRANTIES. Except for the representations and warranties contained in this Article III, none of the Xxxxxx Shareholders, the Xxxxxx Entities or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Xxxxxx Shareholders or any Xxxxxx Entity, including any representation or warranty as to the accuracy or completeness of any information regarding the Xxxxxx Entities furnished or made available to Subversive and its Representatives or as to the future revenue, profitability or success of the Xxxxxx Entities, or any representation or warranty arising from statute or otherwise in law.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SUBVERSIVE AND MERGERSUB

Except as set forth in the corresponding sections or subsections of the Subversive Disclosure Schedules, each of Subversive and MergerSub hereby represents and warrants to Xxxxxx as of the Agreement Date and as of the Closing Date as follows; provided, however, that notwithstanding anything to the contrary provided in this Agreement, all representations, warranties covenants and disclosures of Subversive in this Article IV are being made with exception to and not with respect to Federal Cannabis Laws:

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Section 4.01 ORGANIZATION AND QUALIFICATION; AUTHORIZATION.

(a) Each of Subversive and MergerSub is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each of Subversive and MergerSub is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership of property or the conduct of business as now conducted therein requires it to so qualify, except where the failure to be so qualified would not materially impact its business. Complete and correct copies of the Constating Documents of each of Subversive and MergerSub and all amendments thereto have been made available to Xxxxxx. Neither Subversive nor MergerSub is in violation of any of the provisions of its Constating Documents.

(b) Each of Subversive and MergerSub has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which each of Subversive and MergerSub is party, the performance by each of Subversive and MergerSub of its obligations hereunder and thereunder and the consummation by each of Subversive and MergerSub of the transactions contemplated hereby and thereby have been duly authorized and are not subject to any approval by Subversive stockholders. This Agreement has been, and the Transaction Documents to which each of Subversive and MergerSub is party will be, duly executed and delivered by each of Subversive and MergerSub, as applicable, and constitute the legal, valid and binding obligation of each of Subversive and MergerSub, as applicable, enforceable against it in accordance with their respective terms, except as enforcement may be limited by the Enforceability Limitations.

Section 4.02 NO CONFLICT. The execution, delivery and performance by each of Subversive and MergerSub of this Agreement and the Transaction Documents to which it is a party and the consummation by Subversive and MergerSub of the transactions contemplated hereby and thereby will not:

(a) violate or conflict with any provision of the Constating Documents of Subversive and MergerSub;

(b) violate, contravene or conflict with any resolution adopted by Subversive or Merger Sub’s equity holders and manager or board of directors or comparable governing body;

(c) violate or conflict with any Law, Order or Governmental Authorization applicable to any of Subversive or MergerSub or their assets or business; or

(d) violate, conflict with, result in a breach of the terms or conditions of, or default (with or without notice or lapse of time or both) under, or give rise to any right of notice, modification, acceleration, payment, suspension, withdrawal, cancellation or termination, or to the loss of any rights or benefits, or result in the creation or imposition of any Lien (other than Permitted Liens) upon any Subversive Common Shares or the assets of Subversive or MergerSub under, any contract.

Section 4.03 CONSENTS AND APPROVALS. No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or other Person is required to be made or obtained by Subversive or MergerSub in connection with the authorization, execution, delivery and performance by Subversive or MergerSub of this Agreement or any Transaction Document, or the consummation of the transactions contemplated hereby and thereby.

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Section 4.04 LITIGATION. There is no Proceeding pending, or, to the Knowledge of Subversive, threatened against Subversive or any of its subsidiaries or any of their respective properties, rights or assets or, any of their respective officers, directors, partners, managers or members (in their capacities as such) that would reasonably be expected to result in a Material Adverse Effect. There is no Order binding against Subversive, any of its subsidiaries or any of their respective properties, rights or assets or any of their respective officers, directors, partners, managers or members (in their capacities as such) that would prohibit, prevent, enjoin, restrict or alter or delay any of the transactions contemplated by this Agreement, or that would reasonably be expected to result in a Material Adverse Effect.

Section 4.05 BROKERS OR FINDERS. Other than (i) the fees paid and payable to IPO Underwriter (which fees such IPO Underwriter may share with other agents or advisors for services provided in connection with the qualifying transaction in its discretion) in connection with the initial public offering of Subversive and in connection with the transactions contemplated herein, as disclosed in the Final IPO Prospectus, or (ii) to agents or advisors for services provided in connection with the qualifying transaction, as set forth on Schedule 4.05, none of Subversive or any Affiliate thereof has retained any broker or finder, made any statement or representation to any Person that would entitle such Person to, or agreed to pay, any broker’s, finder’s or similar fees or commissions in connection with the transactions contemplated by this Agreement.

Section 4.06 CAPITALIZATION. Section 4.06 of the Subversive Disclosure Schedules sets forth (i) the entire authorized Equity Securities of Subversive as of the Agreement Date, (ii) all of the outstanding Equity Securities of Subversive as of the Agreement Date, and (iii) the total number of Equity Securities and Derivatives (as defined below) to be issued and outstanding on a pro forma basis as of the Closing Date and after giving effect to the transactions contemplated by this Agreement, the LCV Transaction, the SC Transactions (assuming for this purpose that all shares of Subversive Class A Shares and Subversive Class B Shares either remain outstanding or are converted to Subversive Common Shares) and the PIPE Transaction. All of the outstanding Equity Securities of Subversive have been issued in accordance with the applicable security, and are duly authorized, validly issued and, as applicable, are fully paid and non- assessable. As of the Agreement Date, Subversive does not have (i) any outstanding Equity Securities or (ii) any outstanding agreements, options, warrants or rights to directly or indirectly subscribe for or purchase, or that directly or indirectly require it to issue, transfer or sell, its Equity Securities or any securities directly or indirectly convertible into or exchangeable for its Equity Securities (“Derivatives”), other than pursuant to this Agreement, the LCV Transaction, the SC Transactions and the PIPE Transaction. As of the Agreement Date, Subversive is not subject to any obligation (contingent or otherwise) to redeem, repurchase or otherwise acquire or retire any of its Equity Securities or any warrants, options or other rights to acquire its Equity Securities. As of the Agreement Date, there are no voting agreements, voting trusts or other agreements, commitments or understandings with respect to the voting or transfer of Equity Securities or other securities of Subversive. Subversive has not violated any applicable federal or state securities Laws in connection with the offer, sale or issuance of any of its Equity Securities or any warrants, options or other rights to acquire its Equity Securities. No Equity Securities of Subversive are subject to, nor have been issued in violation of, pre-emptive or similar rights. As of the date of this Agreement, the authorized capital stock of MergerSub consists of 100 shares of common stock, par value $0.001 per share. As of the date of this Agreement, 100 shares of MergerSub common stock are issued and outstanding. All outstanding shares of MergerSub have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to pre-emptive rights and are held by Subversive free and clear of all liens. MergerSub does not have any outstanding agreements, options, warrants or rights to directly or indirectly subscribe for or purchase, or that directly or indirectly require it to issue, transfer or sell, its Equity Securities or any securities directly or indirectly convertible into or exchangeable for its Equity Securities.

Section 4.07 NO OTHER REPRESENTATIONS AND WARRANTIES. Except for the representations and warranties contained in this Article IV, none of Subversive, MergerSub or any other

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Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Subversive or MergerSub, including any representation or warranty as to the accuracy or completeness of any information regarding Subversive or MergerSub furnished or made available to Xxxxxx and its Representatives as to the future revenue, profitability or success of Subversive or MergerSub, or any representation or warranty arising from statute or otherwise in law.

Section 4.08 SHAREHOLDERS’ AND SIMILAR AGREEMENTS. There are no securities or other instruments or obligations of Subversive or MergerSub that carry the right to vote generally with the shareholders of Subversive or MergerSub on any matter. Neither Subversive nor MergerSub is a party to any shareholder, pooling, voting, or other similar arrangement or agreement relating to the ownership or voting of any of the securities of Subversive or MergerSub or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in Subversive or MergerSub and neither Subversive nor MergerSub has adopted a shareholder rights plan or any other similar plan or agreement.

Section 4.09 SUBSIDIARIES. Subversive does not have any Subsidiaries other than MergerSub and the merger sub established for the LCV Transaction.

Section 4.10 QUALIFYING TRANSACTION. The Xxxxxx Transaction, together with the LCV Transaction, satisfy the requirements of section 10.16(15) of the Exchange Listing Manual.

Section 4.11 PROSPECTUS. At the time of its filing with the Exchange and the Subversive Securities Authorities, the Prospectus (i) will comply in all material respects with the requirements of the Securities Laws pursuant to which it will be prepared (subject to any exemption that may be granted by the Exchange or the Subversive Securities Authorities to be evidenced by the issuance of a receipt for the prospectus) and, as applicable, filed, and (ii) all the information and statements contained therein (except all information provide for inclusion by Xxxxxx or LCV or their Affiliates, or their respective businesses or operations, for which Subversive makes no representations or warranties) will at the date of filing thereof be, true and correct, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to Subversive as required by applicable Securities Laws and no material fact or information will have been omitted from such disclosure (except information provided for inclusion by Xxxxxx or LCV or their Affiliates or their respective businesses or operations, for which Subversive makes no representations or warranties) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they are to be made.

Section 4.12 SECURITIES LAW MATTERS.

(a) The Subversive Class A Shares are listed and posted for trading on the Exchange and Subversive is not in default of the rules, regulations or policies of the Exchange in any material respect. Neither Subversive nor MergerSub is in breach of Securities Laws in any material respect. Neither Subversive nor MergerSub is subject to continuous or periodic, or other disclosure requirements under any Securities Laws in any jurisdiction other than the provinces and territories of Canada. No delisting, suspension of trading in or cease trade or other order or restriction with respect to any securities of Subversive or MergerSub and, no inquiry or investigation (formal or informal) of any Securities Authority, other Governmental Authority or the Exchange, is pending, in effect or ongoing or, to the Knowledge of Subversive, has been threatened or is expected to be implemented or undertaken, with regard to either Subversive or MergerSub on their respective securities and to its Knowledge, neither Subversive nor MergerSub is subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction.

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(b) Subversive is a “reporting issuer” or the equivalent thereof in the each of the provinces and territories of Canada (other than Quebec) and not in default under applicable Securities Laws, and Subversive has complied in all material respects with applicable Securities Laws. Subversive has not taken any action to cease to be a reporting issuer in any province or territory nor has Subversive received notification from any Securities Authority seeking to revoke the reporting issuer status of Subversive. MergerSub is not a reporting issuer (or its equivalent) in any jurisdiction.

(c) Subversive has timely filed or furnished all filings required to be filed or furnished by Subversive with any Governmental Authority (including “documents affecting the rights of securityholders” and “material contracts” required to be filed by Part 12 of National Instrument 51-102 – Continuous Disclosure Obligations), as modified by the exemptive relief granted by the Securities Authorities in the Final IPO Prospectus. Each of such filing has complied as filed with Law and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any misrepresentation.

(d) Subversive has not filed any confidential material change report (which at the date of this Agreement remains confidential) or any other confidential filings filed to or furnished with, as applicable, any Securities Authority other than an exemptive relief application regarding financial statements to be included in the Prospectus. There are no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of filings by Subversive and, to Subversive’s Knowledge, none of Subversive, MergerSub or any filing by Subversive is the subject of an ongoing audit, review, comment or investigation by any Securities Authority or other Governmental Authority.

(e) The issuance of the Subversive Shares in satisfaction of the Transaction Consideration is exempt from the prospectus and registration requirements of the Securities Laws and such Subversive Shares (assuming the holder is not, and does not become, a “control person” of Subversive) will not be subject to any statutory hold period or other restriction on transfer, other than any contractual agreements entered with respect to such Subversive Shares.

(f) Based in part on the accuracy of the representations and warranties of holders of Xxxxxx Shares and holders of Xxxxxx Options, Subversive intends to issue the Subversive Common Shares and the Rollover Options in connection with the Xxxxxx Transaction, in reliance on the exemptions from registration under the Securities Act pursuant to Section 4(a)(2) and Rule 701 thereunder.

Section 4.13 FINANCIAL STATEMENTS.

(a) The audited financial statements of Subversive for the period from June 17, 2019 (date of incorporation) through December 31, 2019, (including the notes thereto and the auditor’s report thereon) (the “Subversive Financial Statements”) were, and any financial statements to be included or incorporated by reference in the Prospectus will be, prepared in accordance with IFRS consistently applied (except as otherwise indicated in such financial statements and the notes thereto and in the related report of Subversive’s independent auditors, as the case may be) and fairly present or will fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of Subversive as of the date thereof and for the period indicated therein.

(a) Subversive does not intend to correct or restate, nor to the Knowledge of Subversive, is there any basis for any correction or restatement of, any aspect of any of the financial statements referred to herein. The selected financial data and the summary financial information included in any filing by Subversive present fairly the information shown in such filing and have been compiled on a basis consistent with that of the Subversive Financial Statements. The other financial and operational information included in any filings by Subversive presents fairly the information included in such filings.

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(b) There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of Subversive with unconsolidated entities or other Persons.

Section 4.14 INTENTIONALLY OMITTED.

Section 4.15 AUDITORS. The auditors of Subversive are independent public accountants as required by applicable Laws and there is not now, and never has been, any reportable event (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) with the present or any former auditors of Subversive.

Section 4.16 NON-ARMS’ LENGTH TRANSACTIONS. Subversive is not indebted to any director, officer or employee of any of Subversive, Sponsor or any of their respective Affiliates or Associates (except for amounts due in the Ordinary Course as salaries, bonuses and directors’ fees or the reimbursement of Ordinary Course expenses). Except as disclosed in filings by Subversive, Subversive has no Contracts with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for the benefit of, anyone, including, without limitation Sponsor, or any of their respective Affiliates.

Section 4.17 ANTI-CORRUPTION; IMPROPER PAYMENTS.

(a) None of Subversive, or, to the Knowledge of Subversive, any director, officer, agent, employee, Affiliate or other Person acting on behalf of Subversive is aware of or has taken any action, directly or indirectly, that could result in a violation or a sanction for violation by such persons of the bribery provisions of the Criminal Code (Canada), the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977 or the U.K. Xxxxxxx Xxx 0000, each as it may be amended, or similar Law of any other relevant jurisdiction; and Subversive has instituted and maintains policies and procedures to ensure compliance therewith. No part of the proceeds of any offering of the securities of Subversive has been or will be used, directly or indirectly, in violation of the bribery provisions of the Criminal Code (Canada), the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977 or the U.K. Xxxxxxx Xxx 0000, each as it may be amended, or similar Law of any other relevant jurisdiction. The operations of Subversive are and have been conducted at all times in compliance with laws related to money laundering and no action, suit or proceeding by or before any Governmental Authority involving Subversive with respect to the Laws relate to money laundering is pending or, to the Knowledge of Subversive, threatened.

(b) Neither Subversive nor, to the Knowledge of Subversive, any director, officer, agent, employee or Affiliate of Subversive (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any Sanctions, (ii) is located, organized or resident in a Sanctioned Country or (iii) will, directly or indirectly, use the proceeds of any offering of securities of Subversive, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise).

(c) Subversive has not engaged in any dealings or transactions with or for the benefit of a Sanctions Target in the preceding three years, nor does Subversive have any plans to engage in dealings or transactions with or for the benefit of a Sanctions Target.

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Section 4.18 TAXES.

(a) Subversive has timely and properly filed all income and other material Tax Returns required to be filed by it, taking into account any extension of time to file granted to or obtained by Subversive. All such Tax Returns are accurate and complete in all material respects. Subversive has timely and properly paid all material Taxes required to be paid by Subversive.

(b) All Tax deficiencies that have been claimed, proposed, or asserted in writing by any Governmental Authority against Subversive have been fully paid or finally settled.

(c) No Tax audits or administrative or judicial Tax Proceedings are being conducted or are pending with respect to Subversive. Subversive has not received from any Governmental Authority any (i) written notice indicating an intent to open an audit, examination or other review with respect to Taxes, (ii) written request for information related to Tax matters, or (iii) written notice of deficiency or proposed adjustment for any amount of Tax, in each case for a Tax period that remains open. Subversive has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency that, in either case, remains in effect.

(d) No claim has ever been made by an authority in a jurisdiction where Subversive does not file Tax Returns that Subversive may be subject to taxation by that jurisdiction.

(e) There are no Liens (other than Permitted Liens) on any of the assets of Subversive that arose in connection with any failure, delay (or alleged failure or delay) to pay any Tax.

(f) As of immediately prior to the Closing Date, Subversive shall be properly classified as a domestic corporation for U.S. federal income tax purposes pursuant to Section 7874 of the Code. Subversive is not, and immediately following the Closing will not be, a “controlled foreign corporation” as defined in Section 957 of the Code. Subversive is not or nor has it been (or has any interest in) a “passive foreign investment company” (within the meaning of Section 1297 of the Code).

(g) Neither Subversive nor MergerSub owns, or has owned, any shares of stock of Xxxxxx.

(h) Subversive has no plan or intention to liquidate Xxxxxx or dispose of any of its stock or to cause Xxxxxx to sell or otherwise dispose of its assets other than in the ordinary course of business. After the Xxxxxx Transaction, Subversive will cause the business of Xxxxxx to continue to be carried on by it as a subsidiary of Subversive.

(i) The Subversive Common Shares to be received by the Xxxxxx Shareholders pursuant to the Xxxxxx Transaction are properly classified as “voting stock” (as such term is defined in Section 368 of the Code and the Treasury Regulations thereunder).

(j) Assuming compliance by Xxxxxx with its obligations under Section 2.07, Subversive, after consultation with its tax and accounting advisors, is not aware of the existence of any fact, or any action it or they have taken (or failed to take) or agreed to take, that would reasonably be expected to prevent or impede the Xxxxxx Transaction from qualifying for the Intended Tax Treatment. Subversive has not received notice or advice from its tax or accounting advisors that would reasonably be expected to prevent or impede the Xxxxxx Transaction from qualifying for the Intended Tax Treatment.

(k) Substantially all of Subversive’s assets consist of “foreign group nonqualified property” as described in Treasury Regulations Section 1.7874-7(e) and substantially all of the value of Subversive’s capital stock is attributable to such property.

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(l) Neither Subversive nor any related person (within the meaning of Treasury Regulations Section 1.368-1(e)(3), (e)(4), or (e)(5)) has or will have at the Effective Time any plan or intention to (i) make any distribution to Xxxxxx Shareholders other than regular dividend distributions made in the ordinary course of business to all holders of Subversive Common Shares, (ii) redeem or acquire any Subversive Common Shares issued pursuant to this Agreement, or (iii) engage in any transaction that would cause Subversive to lose “control” of Xxxxxx within the meaning of Section 368(c) of the Code.

(m) Immediately following the Xxxxxx Transaction, Subversive will own all of the stock of Xxxxxx and will be in control of Xxxxxx within the meaning of Section 368(c).

Section 4.19 NO PRIOR OPERATIONS OF MERGERSUB. MergerSub was formed solely for purposes of engaging in the Xxxxxx Transaction and has not engaged in any business activities or conducted any operations or incurred any obligation or liability, other than those incident to its existence or as contemplated by this Agreement. MergerSub is directly wholly owned by Subversive, which is in “control” of MergerSub within the meaning of Section 368(c) of the Code.

Section 4.20 LCV TRANSACTION AND SC TRANSACTION. Subversive has provided Xxxxxx with a true and correct executed copy of the LCV Agreement and the SC Transaction Agreements, and any ancillary documents executed in connection therewith.

ARTICLE V

INTERIM PERIOD COVENANTS

Section 5.01 CONDUCT OF BUSINESS.

(a) During the period commencing on the Agreement Date and ending on the earlier of (i) the Closing Date and (ii) the termination of this Agreement in accordance with its terms (such period, the “Interim Period”), except as required by applicable Law, consented to in writing in advance by Subversive (such consent not to be unreasonably withheld, conditioned or delayed) or as otherwise expressly contemplated by this Agreement, Xxxxxx shall, and shall cause the other Xxxxxx Entities to, (A) conduct the Xxxxxx Business in the Ordinary Course, (B) use all commercially reasonable efforts to preserve intact its current business organization and assets, (C) use all commercially reasonable efforts to keep available the services of its current Service Providers, (D) use all commercially reasonable efforts to maintain its existing relationships with customers, suppliers, distributors and other Persons having material business dealings with the Xxxxxx Entities, (E) pay all Indebtedness, Taxes and other obligations when due and (F) use all commercially reasonable efforts to keep and maintain their assets and properties in good repair and normal operating condition, ordinary wear and tear excepted; provided, however, that, (G) notwithstanding anything herein to the contrary, Xxxxxx may take (or refrain from taking) all such actions as it determines are necessary or advisable in light of the then-current operating conditions and developments as a result of the COVID-19 outbreak, including actions taken, required or recommended by Governmental Authorities to be taken (or refrained from being taken) in response thereto.

(b) Without limiting the generality of the foregoing, except as (A) required by applicable Law, consented to in writing in advance by Subversive (such consent not to be unreasonably withheld, conditioned or delayed), (B) contemplated in Section 5.01(a)(G) above, or (C) otherwise contemplated by this Agreement, Xxxxxx shall not, and shall not permit any other Xxxxxx Entity to, directly or indirectly, do any of the following:

(i)

amend any Constating Documents of any Xxxxxx Entity (other than as contemplated pursuant to this Agreement in connection with the Xxxxxx Transaction);

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(ii)

except for grants of Xxxxxx Options under the Xxxxxx Option Plan in the Ordinary Course, issue, grant, sell, transfer, deliver, pledge, promise, dispose of or encumber, or alter or modify the rights or obligations of its Equity Securities or any options, warrants, convertible or exchangeable securities or other rights of any kind to acquire its capital stock, membership interests or partnership interests or any other ownership interests or equity-based rights of any Xxxxxx Entity, in any case outside of the Ordinary Course;

(iii)

redeem, purchase or otherwise acquire, directly or indirectly, any of the Equity Securities of any Xxxxxx Entity, other than in the Ordinary Course in connection with employee departures;

(iv)

declare, set aside, make or pay any dividend or other distribution, whether payable in cash, shares, property or otherwise, in respect of Xxxxxx Shares or any Equity Securities of any other Xxxxxx Entity;

(v)

effect any recapitalization, reclassification, stock split, reverse stock split or like change in the capitalization of any Xxxxxx Entity;

(vi)

sell, transfer, deliver, lease, license, sublicense, mortgage, pledge, encumber, impair or otherwise dispose of (in whole or in part), or create, incur, suffer to exist, assume or cause to be subjected to any Lien (other than Permitted Liens) on or abandon, cancel or allow to lapse, any of the material assets, rights or properties of any Xxxxxx Entity (including any Intellectual Property or accounts receivable), except for sales of inventory of the Xxxxxx Entities or non-exclusive licenses of Intellectual Property in the Ordinary Course;

(vii)

(A) incur, forgive, guarantee or modify any Indebtedness, (B) enter into any off- balance sheet financing arrangement, (C) make any loans or advances, except to Xxxxxx employees for expenses incurred in the Ordinary Course, or (D) enter into any other financial commitments other than in the Ordinary Course;

(viii)

(i) amend, waive, release or terminate any Material Contract (other than terminations upon any expiration of the terms of any Material Contract in the Ordinary Course) or (ii) enter into any agreement that would be considered a Material Contract hereunder, in either case involving payments in excess of $200,000;

(ix)

(A) increase the compensation or fringe benefits of any Service Provider with annual compensation in excess of $100,000 (except for increases in salary in the Ordinary Course), (B) hire or offer to hire any new Service Providers with annual compensation in excess of $100,000, other than in the Ordinary Course, (C) grant any severance or termination pay (in cash or otherwise) to any current or former Service Provider, except pursuant to any Contract or Employee Plan in effect on the Agreement Date in connection with the termination of any such Service Provider or increase in severance or termination pay, (D) establish, adopt, enter into, materially amend or terminate (or grant any waiver or consent under) any Employee Plan, except for any amendments required by ERISA or the Code or other applicable Law, or (E) grant any equity or equity-based awards or stock- based rights or accelerate the vesting schedule of any such awards or rights (except (1) issuances of stock options prior to the Closing Date to newly hired employees in the Ordinary Course and (2) as required by the terms of such agreements outstanding on the date of this Agreement);

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(x)

enter into or amend any collective bargaining agreement or Contract with any labor union or other representative of employees;

(xi)

make any change to its methods of accounting or accounting practices, policies or procedures (including with respect to reserves, revenue recognition, inventory control, prepayment of expenses, timing for payments of accounts payable and collection of accounts receivable), except as required by U.S. GAAP, IFRS or applicable Law;

(xii)

(A) make or change any Tax election or change any method of tax accounting, (B) settle or compromise any federal, state, local or foreign Tax Liability, (C) file any amended Tax return, (D) enter into any closing agreement relating to any Tax, (E) agree to an extension of a statute of limitations with respect to Taxes, or (F) surrender any right to claim a Tax refund, in any case that would reasonably be expected to be material;

(xiii)

other than in the Ordinary Course, commence, make payment with respect to, discharge, satisfy, settle or otherwise compromise any Proceeding or waive, assign or release any material rights or claims (other than Proceedings arising out of this Agreement);

(xiv)

commence, settle, compromise or otherwise resolve any Proceeding or waive, assign or release any material rights or claims, except (A) with respect to routine matters in the Ordinary Course, (B) in such cases where Xxxxxx reasonably determines in good faith that the failure to take any such action with respect to such Proceeding would result in a material impairment of its rights with respect thereto, provided that Xxxxxx consults with Subversive prior to commencing such Proceeding or (C) any Proceeding arising out of this Agreement;

(xv)

other than as permitted under clause (ix) above, engage in, enter into or modify or amend any agreement, Contract, transaction or other arrangement with, directly or indirectly, any Related Party;

(xvi)

terminate, amend or fail to renew or preserve any material Governmental Authorization;

(xvii)

intentionally terminate, amend, fail to renew or preserve, or intentionally permit to lapse or enter the public domain, any material Intellectual Property, except for amendments to registered or applied for Intellectual Property completed in the ordinary course of business consistent with past practice;

(xviii)

permit the lapse of any existing material insurance policy relating to the business or assets of the Xxxxxx Entities;

(xix)

make any material changes in any Xxxxxx Entity’s practices and policies relating to manufacturing, purchasing, inventory management, marketing, selling or pricing, except in the Ordinary Course;

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(xx)

take or omit to take any action (or permit any Affiliate, officer, director, manager, employee, attorney, accountant, consultant, financial advisor or other agent of any Xxxxxx Entity to take or omit to take any action) that would, or could reasonably be expected to, (A) result in any of Xxxxxx’x representations and warranties set forth in this Agreement or any certificate delivered in connection with the Closing being or becoming untrue, or (B) result in a failure to satisfy any of the conditions set forth in Article VI;

(xxi)

commence any proceeding for any voluntary liquidation, dissolution, or winding up of Xxxxxx or any of its Subsidiaries, including initiating any bankruptcy proceedings on their behalf;

(xxii)

apply for, or directly or indirectly accept or receive, any benefit (monetary or otherwise), loan, payment, funding, credit, relief or deferral from any Governmental Authority that has been made available in response to COVID-19 or pursuant to the CARES Act or any other COVID-19 Requirement, beyond those already obtained and disclosed pursuant to this Agreement; or

(xxiii)

authorize any of, or commit, resolve or agree in writing or otherwise to take any of, the foregoing actions.

Nothing herein shall require Xxxxxx to obtain consent from Subversive to do any of the foregoing if obtaining such consent might reasonably be expected to violate applicable Law, and nothing contained in this Section 5.01 shall give to Subversive, directly or indirectly, the right to control or direct the ordinary course of business operations of Xxxxxx prior to Closing. Prior to Closing, each of Subversive and Xxxxxx shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations

Section 5.02 CONDUCT OF BUSINESS OF SUBVERSIVE.

(a) During the Interim Period, except as required by applicable Law or as consented to in writing in advance by Xxxxxx (such consent not to be unreasonably withheld, conditioned or delayed) or as otherwise contemplated, permitted or required by this Agreement, Subversive shall carry on its business in all material respects in the Ordinary Course and use all commercially reasonable efforts to preserve intact its current business organization.

(b) Notwithstanding Section 5.02(a), during the Interim Period, except as required by applicable Law or as consented to in writing in advance by Xxxxxx (such consent not to be unreasonably withheld, conditioned or delayed), or as otherwise contemplated, permitted or required by this Agreement, Subversive shall not, directly or indirectly, do any of the following (it being understood that no action with respect to subject matters specifically addressed by this Section 5.02(b) shall be deemed a breach of Section 5.02(a)):

(i)

amend any of its Constating Documents in any respect that would be material to Subversive (other than as contemplated under this Agreement or in connection with the Xxxxxx Transaction or the LCV Transaction);

(ii)

(A) redeem, purchase or otherwise reacquire any issued and outstanding Subversive Shares, except in connection with the redemption of Subversive Class A Restricted Voting Units in accordance with the share terms and as described in the Final IPO Prospectus or as required by Law, or (C) split, combine or reclassify any Subversive Shares, except as described in the Final IPO Prospectus;

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(iii)

lend money to any Person, or make any capital expenditures

(iv)

(A) incur any Indebtedness for borrowed money, or (B) issue, sell or grant any Subversive Shares or any other Equity Interests of Subversive, other than pursuant to the PIPE Transaction, the LCV Transaction or the SC Transactions;

(v)

cause MergerSub to engage in business activities or conduct operations, incur any liability or other obligation, or cause MergerSub to directly or indirectly issue any Equity Securities (other than to Subversive);

(vi)

acquire or make an investment in any business (other than the LCV Transaction and the SC Transactions) pursuant to a definitive agreement (provided this restriction shall not restrict the entering into of any non-binding letters of intent or similar);

(vii)

make any material changes to its methods of accounting or accounting practices, except as required by IFRS or Exchange rules and regulations;

(viii)

(A) make, change or revoke any Tax election or adopt or change any method of Tax accounting, (B) settle or compromise any liability with respect to Taxes or surrender any claim for a refund of Taxes, (C) file any amended Tax Return or (D) consent to any extension or waiver of the limitations period applicable to any claim or assessment with respect to Taxes;

(ix)

enter into or terminate (other than expiration in accordance with its terms) any Contract with Sponsor, any Affiliate of Sponsor or other Affiliate of the Subversive, or modify or amend or renew (other than renewal in accordance with its terms and in the Ordinary Course), or waive any material right or remedy under, any material Contract with Sponsor, any Affiliate of Sponsor or other Affiliate of the Subversive;

(x)

adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Subversive; or

(xi)

authorize any of, or commit, resolve or agree in writing or otherwise to take any of, the foregoing actions.

Section 5.03 ACCESS. During the Interim Period:

(a) Except to the extent prohibited by applicable Law, Xxxxxx shall, and shall cause each other Xxxxxx Entity to, (i) afford to Subversive and its Representatives, reasonable access, during normal business hours and upon reasonable prior notice to Xxxxxx, to all of the assets, properties, personnel, Contracts, books and records of the Xxxxxx Entities as Subversive may from time to time reasonably request, and (ii) furnish Subversive with such information relating to the Xxxxxx Entities as Subversive may from time to time reasonably deem necessary and advisable, provided that, with respect to clause (i), any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the Xxxxxx Entities.

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(b) Upon the Subversive’s request, Subversive and its Representative shall be provided with reasonable access to suppliers and distributors of the Xxxxxx Entities, provided that such access shall require the prior written consent of Xxxxxx (not to be unreasonably withheld, conditioned or delayed) and a Representative of Xxxxxx shall be entitled to participate in any discussions.

(c) Xxxxxx shall report to Subversive, as and when reasonably requested, concerning the status of the operations, finances and affairs of the Xxxxxx Entities and deliver to Subversive periodic financial reports in the form that it customarily prepares for its internal purposes.

(d) The Parties acknowledge that all information provided by or on behalf of the Xxxxxx Entities or any of their Representatives in connection with this Agreement to Subversive or any of its Representatives shall be subject to the terms of the Confidentiality Agreement, by and among Xxxxxx, Subversive, LCV and the other parties thereto, dated as of September 5, 2020 (the “Confidentiality Agreement”), which Confidentiality Agreement shall continue in full force and effect in accordance with its terms until the Effective Time and shall thereafter be terminated and of no further force and effect. If for any reason this Agreement is terminated prior to the Effective Time, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms.

Section 5.04 NOTIFICATION OF CERTAIN MATTERS. During the Interim Period:

(a) Each party shall give prompt written notice to the other of any of the following Events that arise during the Interim Period: (i) the occurrence of any Event that, individually or in combination with any other Events, has had or could reasonably be expected to have a Material Adverse Effect with respect to such notifying party, (ii) any Event that would result in the nonfulfillment of any of the conditions to the other party’s obligations hereunder, or (iii) any Proceeding pending or, to the knowledge of the notifying party, threatened against a Party or the Parties relating to the transactions contemplated by this Agreement.

(b) Notwithstanding anything to the contrary contained herein, no notice delivered pursuant to Section 5.04(a), shall be deemed to cure any breach of any representation, warranty, covenant or agreement of any party contained in this Agreement or have any effect for any purposes under this Agreement, including the satisfaction of the conditions set forth in this Agreement under Article 6 or any right of a party to terminate this Agreement under Article 7.

(c) Without limiting the generality of Section 5.04(a), during the Interim Period, Subversive shall give Xxxxxx prompt notice of the occurrence or non-occurrence of any Event or any fact or circumstance that is reasonably likely to result in (x) Subversive failing to be treated as a domestic corporation for U.S. federal income tax purposes pursuant to Section 7874 of the Code immediately prior to, and as of, the Closing, (y) the Xxxxxx Transaction failing to qualify as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code for U.S. federal income Tax purposes (and corresponding foreign, state and local Tax purposes), or (z) adverse tax consequences to Xxxxxx or the Xxxxxx Shareholders under Section 367 of the Code as a result of the Xxxxxx Transaction (any such event described in clauses (x), (y) or (z), an “Adverse Tax Consequence”).

Section 5.05 LCV TRANSACTION AND SC TRANSACTIONS. During the Interim Period, Subversive shall (a) notify Xxxxxx promptly of any material developments with respect to the LCV Transaction or the SC Transactions, (b) not enter into any amendments or waivers of the LCV Transaction Agreement or the SC Transaction Agreements without Xxxxxx’x prior written consent (not to be unreasonably withheld other than in the case of (vii) below, which may be withheld in its sole discretion) that would (i) increase the consideration (including contingent consideration) payable under the LCV Transaction or the SC Transactions, (ii) increase the cash portion of the consideration (including contingent consideration) payable under the LCV Transaction or the SC Transactions, (iii) require the issuance any

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Indebtedness or equity securities consideration (including contingent consideration), other than in Subversive Common Shares, pursuant to the LCV Transaction or the SC Transactions, (iv) require the entering into of any employment agreements or commitment to pay any compensation to any directors, officers, employees or Affiliates of LCV or any of the Persons involved in the SC Transactions not contemplated under the LCV Transaction Agreement or the SC Transaction Agreements, (v) permit LCV or its Subsidiaries to acquire any business or incur any Indebtedness for borrowed money, in each case beyond what is permitted under the LCV Transaction Agreement or the SC Transaction Agreements, (vi) grant or seek to grant to any Person the right to nominate or appoint directors to the Subversive Board (other than as expressly contemplated under the Nomination Agreement), (vii) cause the Xxxxxx Transaction to not be reported or be reportable consistent with the Intended Tax Treatment, or (viii) would adversely affect or diminish the rights of Xxxxxx or its stockholders, and (c) provide a true, correct and complete copy of the LCV Transaction Agreement and each of the or the SC Transaction Agreements, including all exhibits, schedules, amendments, modifications or supplements thereto.

Section 5.06 NON-SOLICITATION- XXXXXX.

(a) During the Interim Period, Xxxxxx shall, and shall cause the other Xxxxxx Entities and shall use all commercially reasonable efforts to cause its and their respective Affiliates and Representatives, not to, directly or indirectly:

(i)

solicit, initiate, encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of any Xxxxxx Entity or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to an Acquisition Proposal of Xxxxxx;

(ii)

enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Subversive) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to an Acquisition Proposal; provided, however, that, for greater certainty, Xxxxxx may advise any Person making an unsolicited Acquisition Proposal of Xxxxxx that Xxxxxx is not permitted to pursue such Acquisition Proposal;

(iii)

accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal of Xxxxxx; or

(iv)

enter into or publicly propose to enter into any agreement in respect of an Acquisition Proposal.

(b) Xxxxxx shall, shall cause the other Xxxxxx Entities and shall use all commercially reasonable efforts to cause its and their respective Affiliates and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the Agreement Date with any Person (other than Subversive) with respect to any inquiry, proposal or offer that constitutes an Acquisition Proposal of Xxxxxx, and in connection with such termination shall:

(i)

discontinue access to and disclosure of all information and any confidential information, properties, facilities, books and records of any Xxxxxx Entity; and

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(ii)

request: (A) the return or destruction of all copies of any confidential information regarding any Xxxxxx Entity provided to any Person who received such confidential information in connection with a material disposition by any Xxxxxx Entity, a sale of all or substantially all of the assets of any Xxxxxx Entity or a financing of any Xxxxxx Entity, in each case, that constitutes or could reasonably be expected to lead to an Acquisition Proposal and (B) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Xxxxxx Entities;

(c) Xxxxxx represents and warrants that it has not waived any confidentiality, standstill or similar agreement or restriction to which any Xxxxxx Entity is a party, except to permit submissions of expressions of interest prior to the Agreement Date, and covenants and agrees that (i) the Xxxxxx Entities shall take all necessary action to enforce each confidentiality, standstill or similar agreement or restriction to which any Xxxxxx Entity is a party, and (ii) no Xxxxxx Entity or, to Xxxxxx’x Knowledge, any of their respective Representatives have released or will, without the prior written consent of Subversive (which may be withheld or delayed in Subversive’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting any Xxxxxx Entity, under any confidentiality, standstill or similar agreement or restriction to which any Xxxxxx Entity is a party.

Section 5.07 NON-SOLICITATION - SUBVERSIVE.

(a) During the Interim Period, Subversive shall not and shall cause its Subsidiaries not to, and shall use commercially reasonable efforts to cause its and their respective Affiliates and Representatives not to, directly or indirectly:

(i)

solicit, initiate, encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of Subversive or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to a Qualifying Transaction for Subversive other than the Xxxxxx Transaction and the LCV Transaction taken together (a “QT Proposal”);

(ii)

enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Xxxxxx) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to a QT Proposal for Subversive; provided that, for greater certainty, Subversive may advise any Person making an unsolicited QT Proposal for Subversive that Subversive is not permitted to pursue such QT Proposal;

(iii)

accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any QT Proposal; or

(iv)

enter into or publicly propose to enter into any agreement in respect of an QT Proposal for Subversive.

(b) Subversive shall, and shall use reasonable commercial efforts to cause Subversive’s Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations or other activities commenced prior to the Agreement Date with any Person (other than Xxxxxx) with respect to any inquiry, proposal or offer that constitutes an QT Proposal for Subversive, and in connection with such termination shall:

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(i)

discontinue access to and disclosure of all information and any confidential information, properties, facilities, books and records of Subversive and its Subsidiaries; and

(ii)

request: (A) the return or destruction of all copies of any confidential information regarding Subversive and its Subsidiaries provided to any Person who received such confidential information (other than Xxxxxx) and (B) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding Subversive and its Subsidiaries using its reasonable commercial efforts to ensure that such requests are fully complied with in accordance with the terms of any rights or entitlements of Subversive in respect thereof.

Section 5.08 EFFORTS TO CLOSE; CONSENTS AND APPROVALS.

(a) During the Interim Period, each of the Parties shall, and Xxxxxx shall cause the other Xxxxxx Entities to, cooperate with the other Party and use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, and to assist the other Party in doing, all things necessary, proper or advisable to consummate, as promptly as practicable, the Xxxxxx Transaction and the other transactions contemplated by this Agreement and the LCV Transaction and other transactions contemplated by the LCV Transaction Agreement, including: (i) taking all actions necessary to cause (A) in the case of Xxxxxx, the conditions to effect the Xxxxxx Transaction set forth in Section 6.01 and Section 6.02 to be satisfied, or (B) in the case of Subversive, the conditions to effect the Xxxxxx Transaction set forth in Section 6.01 and Section 6.03 to be satisfied, in each case, as promptly as practicable; (ii) obtaining all Orders or Governmental Authorizations of any Governmental Authority, making all registrations, declarations and filings with, and providing all necessary notices to, any Governmental Authority as are necessary for the consummation of the Xxxxxx Transaction and the other transactions contemplated by this Agreement, including, for the avoidance of doubt, all notices necessary to preserve the Cannabis Licenses; (iii) obtaining from any other Person all consents, approvals, authorizations, qualifications and Orders as are necessary for the consummation of the Xxxxxx Transaction and the other transactions contemplated by this Agreement, (iii) executing and delivering any additional instruments necessary to consummate the Xxxxxx Transaction and the other transactions contemplated by this Agreement; and (iv) defending and contesting any Proceeding that would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Xxxxxx Transaction and the other transactions contemplated by this Agreement.

(b) Each of the Parties shall use its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing, submission or written communication with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any Proceeding initiated by a private Person, and allow the other Party to review in advance and consider in good faith the views of the other Party with respect to such filing, submission, or written communication, (ii) keep the other Party informed in all material respects and on a reasonably timely basis of any material communication received by such Party from any Governmental Authority and of any material communication received or given in connection with any Proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other Party with respect to information relating to the other Party and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the transactions contemplated by this Agreement, and (iv) to the extent permitted by any applicable Governmental Authority or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences.

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(c) If required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and if the appropriate filing of a Pre-Merger Notification and Report Form pursuant to the HSR Act has not been filed prior to the Agreement Date, each Party agrees to make, or cause its Affiliates to make, as applicable, an appropriate filing of a Pre-Merger Notification and Report Form with respect to the transactions contemplated by this Agreement within five (5) Business Days after the Agreement Date, to request early termination of the applicable waiting period and to respond promptly to any request for additional information and documentary material pursuant to the HSR Act by any Governmental Authority. Each of Xxxxxx and Subversive shall consult and cooperate with one another in connection with the preparation of their respective filings, and consider in good faith the views of the other party. The Parties will not take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any required approvals and shall promptly respond to any reasonable requests for additional information from any Governmental Authority or other third party in respect thereof. Xxxxxx shall pay all filing fees in connection with any such filings that must be made by any of the Parties under the HSR Act. Each of Xxxxxx and Subversive hereby covenants and agrees to use their respective commercially reasonable efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) or any other Governmental Authority, as applicable, for the Xxxxxx Transaction and the other transactions contemplated hereby. Each Party will use its commercially reasonable efforts (which shall not include litigation) to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under the HSR Act.

Section 5.09 THE PROSPECTUS.

(a) Subversive shall, in consultation with Xxxxxx and its advisors, as promptly as reasonably practicable, prepare and file the Prospectus with the Exchange and the Subversive Securities Authorities, in accordance with the Exchange Listing Manual (pertaining to SPACs) as reflected in the Final IPO Prospectus. Xxxxxx shall, and shall cause each other Xxxxxx Entity to, provide to Subversive: (a) in writing all necessary information concerning any Xxxxxx Entity that is required by Law to be included in the Prospectus (including the Xxxxxx Prospectus Financial Statements); and (b) such assistance as may be reasonably required in connection with the preparation of the Prospectus. Subversive agrees that all information relating to any Caliva Entity in the Prospectus, including the financial statements referred to in Section 5.09(b), must be in a form and content satisfactory to Caliva, acting reasonably.

(b) Caliva shall provide Subversive and its auditor access to and the opportunity to review all financial statements and financial information of Caliva that is required in connection with the preparation of the Prospectus (including the Caliva Prospectus Financial Statements). Caliva hereby: (i) consents to the inclusion of any such financial statements in the Prospectus, and (ii) agrees to use all commercially reasonable efforts to provide appropriate signatures where required and to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or other expert information required to be included in the Prospectus. Caliva further agrees to provide such financial information and assistance as may be reasonably required in connection with any pre-filing or exemptive relief application in respect of disclosure in the Prospectus and in connection with the preparation of any pro-forma financial statements for inclusion in the Prospectus. Caliva will certify to Subversive that all information and statements provided by Caliva related to the Caliva Entities for inclusion in the preliminary Prospectus, the final Prospectus and the redemption deadline for the Subversive Class A Shares, will be at the date the information and statements are provided, and will be at the proposed date of filing of the preliminary and final Prospectus, true and correct, contain no misrepresentation and constitute full, true and plain disclosure

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of all material facts relating to the Caliva Entities as required by Securities Laws and no material fact or information will have been omitted from such disclosure which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they are made

(c) The Parties shall cooperate with one another in connection with the preparation and filing of the Prospectus and shall use their commercially reasonable efforts to obtain the approval of the Exchange and a receipt for Subversive’s final Prospectus from the Subversive Securities Authorities, including providing or submitting on a timely basis all documentation and information that is reasonably required or advisable in connection with obtaining such approvals. Upon the reasonable request of Subversive, Caliva shall cause its directors and executive officers who are required or requested by a Governmental Authority to deliver personal information forms under the rules of the Exchange and/or Securities Laws to complete and deliver such forms in a timely manner.

(d) The Parties shall jointly seek to ensure that the Prospectus complies in all material respects with applicable Law, does not contain any misrepresentation (except that Subversive shall not be responsible for any information or financial statements relating to the Caliva Entities that was approved for inclusion therein by Caliva, acting reasonably, and except that Caliva shall not be responsible for any information or financial statements relating to LCV or Subversive that was approved for inclusion therein by Subversive or LCV, acting reasonably), and is in a form satisfactory to the Exchange and to the Subversive Securities Authorities in order to obtain a receipt from the Subversive Securities Authorities in respect thereof.

(e) Subversive shall give Caliva and its auditors and legal counsel a reasonable prior opportunity to review and comment on drafts of the Prospectus and other related documents, and shall give reasonable consideration to any comments made by Caliva and its auditors and legal counsel and agrees that all information relating to Caliva included in the Prospectus must be in a form and content satisfactory to Caliva, acting reasonably, and shall, subject to obtaining Exchange clearance and receipt of Subversive’s final Prospectus from the Subversive Securities Authorities, cause the Prospectus to be filed on SEDAR (and sent to each Subversive Shareholder) as required by applicable Law.

Section 5.10 CALIVA SHAREHOLDER APPROVAL. Immediately following the execution and delivery of this Agreement, Caliva shall solicit and obtain approval and adoption of the Caliva Transaction by the Caliva Shareholder Approval. Promptly following, but in no event later than the earlier of the fifth (5th) Business Day following the approval and adoption of the Caliva Transaction by the Caliva Shareholder Approval, Caliva shall deliver to each Caliva Shareholder that did not approve the Caliva Transaction, the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Caliva Constating Documents (all such notices, documents and information being referred to collectively as the “Caliva Shareholder Materials”). Caliva shall afford Subversive the opportunity to review and comment upon the Caliva Shareholder Materials prior to them being delivered to such Caliva Shareholders and the Caliva Shareholder Materials shall be reasonably satisfactory in form and substance to Subversive.

Section 5.11 PUBLIC ANNOUNCEMENTS. The Parties shall publicly announce the transactions contemplated hereby promptly following the Agreement Date, the text and timing of such announcement to be approved by each Party in advance, acting reasonably. No Party shall otherwise issue any press release or otherwise make any public announcement with respect to this Agreement or the Caliva Transaction or the LCV Transaction without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing pursuant applicable Law or stock

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exchange rules, and the Party making such disclosure or filing shall use commercially reasonable efforts to give prior written notice to the other Party and a reasonable opportunity to review or comment on such disclosure or filing, and if such prior notice is not possible, to give such notice as promptly as practicable following the making of such disclosure or filing.

Section 5.12 SHAREHOLDER LOANS; TERMINATION OF RELATED PARTY TRANSACTIONS.

At or prior to the Closing, subject to payment on or prior to Closing of all Indebtedness represented thereby, the Related Party Transactions set forth on Section 5.12 of the Caliva Disclosure Schedule shall be terminated and shall not result in any further obligations (other than the repayment in full of all Indebtedness owed thereunder) of Caliva or its Affiliates from and after the Closing.

Section 5.13 FINANCING COOPERATION. Caliva shall provide, shall cause each of the other Caliva Entities and shall use commercially reasonable efforts to cause its and their Service Providers and other Representatives to provide, all cooperation reasonably requested by Subversive in connection with the arrangement of any private placement debt or equity financing, including by (a) participating in meetings, due diligence sessions, ratings agency presentations and road shows, (b) preparing bank books, offering memoranda and similar informational and marketing documents, (c) furnishing Subversive and its financing sources as promptly as reasonably practicable with financial and other pertinent information regarding the Caliva Entities as may be reasonably requested by Subversive or its financing sources, including information related to the Caliva Entities required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act,

(d) furnishing Subversive and its financing sources with unaudited financial statements, pro forma financial statements and other information for inclusion with the documentation described in the preceding clause (b), (e) executing and delivering financing agreements and such pledge and security and related documents on behalf of the Caliva Entities as may be reasonably requested by Subversive or its financing sources, (f) using commercially reasonable efforts to cause the assets of the Caliva Entities to be released from any Liens securing Indebtedness as may be reasonably requested by Subversive and its financing sources and furnishing Subversive and its financing sources with evidence of such release in a form reasonably satisfactory to Subversive and its financing sources, and (g) using commercially reasonable efforts to obtain surveys, landlord estoppel letters and similar items as may be reasonably requested by Subversive or its financing sources.

Section 5.14 SUBVERSIVE BOARD OF DIRECTORS. Subversive shall take all necessary actions such that as of the Effective Time, the Subversive Board shall be comprised of seven (7) directors, who shall be the Persons set forth on Exhibit E attached hereto, unless otherwise mutually agreed by the Parties.

Section 5.15 DIRECTOR AND OFFICER INDEMNIFICATION.

(a) For a period of six years following the Closing, Subversive shall cause the Surviving Company to maintain in effect in the Surviving Company’s organizational documents the provisions regarding limitation of liability and indemnification of current or former directors, officers and employees of Caliva (the “Caliva Indemnified Parties”), and the advancement of expenses incurred contained in the Caliva Constating Documents, as applicable, immediately prior to the Closing and shall honor and fulfill to the fullest extent permitted by applicable Law such limitation of liability and indemnification obligations. Subsequent to the Closing, Subversive also agrees to cause the Surviving Company to indemnify and advance expenses to the Caliva Indemnified Parties to the same extent as provided in the preceding sentence.

(b) On or prior to the Closing, Caliva shall acquire a run off (i.e., “tail”) policy or endorsement with respect to the current policy of directors’ and officers’ liability insurance covering claims asserted within six years after the Closing arising from facts or events that occurred at or before the Closing

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(including consummation of the transactions contemplated by this Agreement) (the cost thereof, the “D&O Premium”). Such policies or endorsements shall name as insureds thereunder all present and former directors and officers of Caliva and the Surviving Company.

ARTICLE VI

CONDITIONS PRECEDENT

Section 6.01 CONDITIONS TO EACH PARTY’S OBLIGATIONS. The respective obligations of each Party to effect the Caliva Transaction shall be subject to the satisfaction (or waiver by the Party entitled to the benefit thereof, to the extent permitted by applicable Law) at or prior to the Closing Date of the following conditions:

(a) Caliva Resolution. The Caliva Transaction shall have been approved and adopted by Caliva Shareholder Approval.

(b) Exchange Approval. The approval of the Exchange shall have been obtained by Subversive to enable the Caliva Transaction and the LCV Transaction to qualify as Subversive’s Qualifying Transaction and of the listing of the Subversive Common Shares on the Exchange after the Closing Date.

(c) Prospectus Receipt. A final receipt for the Prospectus shall have been issued by or on behalf of the Subversive Securities Authorities.

(d) No Orders or Proceedings. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered, other than the Federal Cannabis Laws, any Law or Order (whether temporary, preliminary or permanent) that is in effect, and no Proceeding shall be pending or overtly threatened by or before any Governmental Authority, in each case, that makes illegal, enjoins or otherwise prohibits or restrains the consummation of the Caliva Transaction or the LCV Transaction.

(e) Conversion of Subversive Class A and Subversive Class B Shares. On or prior to the Effective Time, all of the existing Subversive Class A Shares and Subversive Class B Shares outstanding immediately prior to the Closing shall have been converted into Subversive Common Shares in accordance with the Constating Documents of Subversive.

(f) Contemporaneous Closing. Subversive shall have closed (or be prepared to close) the LCV Transaction in escrow, subject to the contemporaneous completion of the Caliva Transaction.

(g) HSR Act. If applicable, the waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.

Section 6.02 CONDITIONS TO OBLIGATIONS OF SUBVERSIVE AND MERGERSUB. The obligations of Subversive and MergerSub to effect the Caliva Transaction shall be subject to the satisfaction (or waiver by Subversive, to the extent permitted by applicable Law) at or prior to the Closing Date of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of Caliva (other than the Caliva Fundamental Representations) contained in this Agreement (without giving effect to any “materiality” or “Material Adverse Effect” qualifiers) shall be true and correct in all respects as of the Closing Date with the same effect as if made as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such specified date), except where the failure of any such representations and warranties to be

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so true and correct has not had a Material Adverse Effect. The Caliva Fundamental Representations shall be true and correct in all material respects as of the Closing Date with the same effect as if made as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such specified date).

(b) Performance of Obligations of Caliva. Caliva shall have performed or complied in all material respects with all of its obligations and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date.

(c) Certificate. Subversive shall have received a certificate executed by the chief executive officer or chief financial officer of Caliva, dated as of the Closing Date, certifying to the effect that the conditions set forth in Section 6.02(a) and Section 6.02(b) have been duly satisfied.

(d) No Material Adverse Effect. Since the date of this Agreement, no Material Adverse Effect on the Caliva Entities shall have occurred.

(e) Consents and Approvals. Caliva shall have received all consents and approvals set forth in Section 6.02(e) of the Caliva Disclosure Schedule on terms satisfactory to Subversive and Caliva, each acting reasonably.

(f) US Tax Certifications. Subversive shall have received from Caliva (i) a duly completed and executed IRS Form W-9 and (ii) a duly completed and executed affidavit from the Company, issued pursuant to Treasury Regulations Section 1.897-2(h) and 1.1445-2(c), certifying that the Caliva Shares are not United States real property interests within the meaning of Section 897(c) of the Code.

(g) Other Closing Deliverables. Caliva shall have delivered or caused to be delivered to Subversive each of the following documents and instruments:

(i)

the Consideration Spreadsheet contemplated by Section 2.03;

(ii)

a certificate of good standing (or applicable equivalent) from the Secretary of State (or other applicable Governmental Authority) of each Caliva Entity’s jurisdiction of organization and each jurisdiction in which each Caliva Entity is qualified to conduct business as a foreign corporation, in each case dated no more than thirty (30) Business Days before the Closing Date and certifying as to the good standing (or applicable equivalent) of each Caliva Entity in such jurisdiction;

(iii)

written resignations in form and substance reasonably acceptable to Subversive effective as of the Closing from each officer and director of a Caliva Entity set forth on Schedule 6.02(g)(iii);

(iv)

executed counterparts to each of the Ancillary Agreements, executed by the respective parties thereto other than Subversive; and

(v)

certificates representing the Purchase Shares held by the Canadian Shareholders (duly endorsed in blank or with duly executed stock powers attached).

Section 6.03 CONDITIONS TO OBLIGATIONS OF CALIVA. The obligations of Caliva to effect the Caliva Transaction shall be subject to the satisfaction (or waiver by Caliva, to the extent permitted by applicable Law) at or prior to the Closing Date of the following additional conditions:

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(a) Representations and Warranties. The representations and warranties of Subversive (other than the Subversive Fundamental Representations) contained in this Agreement (without giving effect to any “materiality” or “Material Adverse Effect” qualifiers) shall be true and correct in all respects as of the Closing Date with the same effect as if made as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such specified date), except where the failure of any such representations and warranties to be so true and correct has not had a Material Adverse Effect. The Subversive Fundamental Representations shall be true and correct in all material respects as of the Closing Date with the same effect as if made as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such specified date).

(b) Performance of Obligations of Subversive. Subversive shall have performed or complied in all material respects with all its obligations and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date. In addition, Subversive shall have provided Caliva with the funds to pay all Transaction Expenses and all items of Indebtedness included in the calculation of Net Debt to the extent such Indebtedness is or becomes due and payable on the Closing Date or as a result of the Closing, and for escrow deposits for the full amount of the PPP Loans to the extent included in Net Debt.

(c) Certificate. Caliva shall have received a certificate executed by the chief executive officer or chief financial officer of Subversive, dated as of the Closing Date, certifying to the effect that the conditions set forth in Section 6.03(a), and Section 6.03(b), have been duly satisfied.

(d) Pro Forma Capitalization Certificate and Balance Sheet. Caliva shall have received the Pro Forma Capitalization Table and Pro Forma Balance Sheet, each certified by the chief executive officer or chief financial officer of Subversive, dated as of the Closing Date.

(e) No Material Adverse Effect. Since the date of this Agreement, no Material Adverse Effect on Subversive (provided redemptions of Subversive Class A Shares at any level shall not be considered to be a Material Adverse Effect on Subversive) or LCV shall have occurred. Notwithstanding the foregoing, no level or amounts of redemptions of Subversive Class A Shares shall constitute a Material Adverse Effect.

(f) Directors. The actions contemplated by Section 5.14 shall have occurred.

(g) Ancillary Documents. Subversive and Sponsor, as applicable, shall have executed and delivered each of the Ancillary Agreements and each such Ancillary Agreement shall be in full force and effect.

Section 6.04 FRUSTRATION OF CLOSING CONDITIONS. Notwithstanding anything herein to the contrary, (a) Caliva may not rely on the failure of any condition set forth in Section 6.01 or Section 6.03 to be satisfied if such failure was caused by its failure to perform in all material respects any of its obligations under this Agreement, to act in good faith or to use its reasonable best efforts to consummate the Caliva Transaction and the other transactions contemplated hereby, including as required by Section 5.08, and (b) Subversive may not rely on the failure of any condition set forth in Section 6.01 or Section 6.02 to be satisfied if such failure was caused by the failure of Subversive to perform in all material respects any of its obligations under this Agreement, to act in good faith or to use its reasonable best efforts to consummate the Caliva Transaction and the LCV Transaction and the other transactions contemplated hereby, including as required by Section 5.08.

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ARTICLE VII

TERM AND TERMINATION

Section 7.01 TERM. This Agreement shall be effective from the Agreement Date until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms (except if and to the extent any provisions are specifically noted herein as surviving the termination of this Agreement).

Section 7.02 TERMINATION. This Agreement may be terminated at any time prior to the Effective Time:

(a) by mutual written consent of Subversive and Caliva;

(b) by either Subversive or Caliva if:

(i)

the Effective Time shall not have occurred on or before February 1, 2021 (the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b)(i) shall not be available to any Party if the failure of the Effective Time to occur on or before the Outside Date is caused by a failure of such Party to perform any of its obligations under this Agreement required to be performed at or prior to the Effective Time and such action or failure to perform constitutes a breach in any material respect of this Agreement; or

(ii)

a Governmental Authority of competent jurisdiction shall have issued a final and non-appealable Order having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation of the Caliva Transaction or the LCV Transaction; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b)(ii) shall not be available to a Party if the issuance of such final, non-appealable Order is caused by a failure of such Party to perform or comply with any of its obligations or covenants under this Agreement; and provided, further, that the Party seeking to terminate this Agreement pursuant to this Section 7.02(b)(ii) shall have complied with its obligations under Section 5.08 to prevent, oppose or remove such Order;

(c) by Subversive if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Caliva under this Agreement occurs that would cause any condition in Section 6.02 not to be satisfied, and such breach or failure is incapable of being cured by the Outside Date, and Subversive is not then in breach of this Agreement so as to cause any condition in Section 6.03 not to be satisfied, or any condition in Section 6.02 is otherwise not able to be satisfied;

(d) by either Subversive or Caliva if the definitive agreement pursuant to which any of the Other Transactions is to be consummated is terminated by any of the parties thereto in accordance with it terms; and

(e) by Caliva if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Subversive under this Agreement occurs that would cause any condition in Section 6.03 not to be satisfied, and such breach or failure is incapable of being cured by the Outside Date, and Caliva is not then in breach of this Agreement so as to cause any condition in Section 6.02 not to be satisfied, or any condition in Section 6.03 is otherwise not able to be satisfied.

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Any Party terminating this Agreement pursuant to this Section 7.02 (other than Section 7.02(a)) shall give written notice of such termination to the other Party in accordance with this Agreement specifying the provision or provisions hereof pursuant to which such termination is being effected.

Section 7.03 EFFECT OF TERMINATION. In the event of termination of this Agreement pursuant to Section 7.02, this Agreement shall forthwith become null and void and of no effect, without any Liability or obligation on the part of any Party (or any Subversive Party, Caliva Party or any of their respective Representatives), whether arising before or after such termination, based on, arising out of or relating to this Agreement or the negotiation, execution, performance or subject matter hereof (whether in contract or in tort or otherwise, or whether at law or in equity); provided, however, that the provisions of Article I (as applicable), Section 5.033, this Article VII and Article VIII shall survive such termination.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01 NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to or in connection with this Agreement or any covenants and obligations to be performed prior to the Effective Time shall survive the Effective Time. This Section 8.01 shall not limit any covenants and agreements of the Parties that contemplate performance after the Effective Time or otherwise expressly by their terms survive the Effective Time, which, in each case, shall survive in accordance with their terms.

Section 8.02 EXPENSES. All fees and expenses incurred in connection with this Agreement, the Caliva Transaction and the other transactions contemplated by this Agreement shall be paid by the Party incurring such fees or expenses; provided, that upon the Effective Time (i) any such accrued and unpaid fees and expenses of Caliva shall be paid by Subversive, and (ii) any Cash Transaction Expenses will be included as credits in accordance with the definition of Net Debt.

Section 8.03 NOTICES. All notices and other communications hereunder shall be in writing in one of the following formats and shall be deemed given: (a) upon actual delivery if personally delivered to the Party to be notified if received prior to 5:00 p.m. on a Business Day in the place of receipt, otherwise such notice or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt; (b) when sent if sent by email to the Party to be notified if received prior to 5:00 p.m. on a Business Day in the place of receipt, otherwise such notice or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt; provided, however, that notice given by email shall not be effective unless (i) such notice specifically states that it is being delivered pursuant to this Agreement and (ii) either (A) a duplicate copy of such email notice is promptly given by one of the other methods described in this Section 8.03; or (B) the receiving Party delivers a written confirmation of receipt for such notice either by email (excluding “out of office” or similar automated replies) or any other method described in this Section 8.03; or (c) when delivered if sent by a courier (with confirmation of delivery) if received prior to 5:00 p.m. on a Business Day in the place of receipt, otherwise such notice or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt; in each case to the Party to be notified at the following address:

If to Subversive, to:

Subversive Capital Acquisition Corp.

000 Xxxxx Xxxxxx, 0^xx Xxxxx

Xxx Xxxx, XX 00000

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Attention: Xxxxxx Xxxxxx

Email: xxxxxx@xxxxxxxxxxxxxxxxx.xxx

with copies (which shall not constitute notice) to:

Xxxx Xxxxxxxx LLP

000 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxx X. Xxxxxx

Email: xxxxxxxxxxx@xxxxxxxxxxxx.xxx

and

Blake, Xxxxxxx & Xxxxxxx LLP

000 Xxx Xxxxxx

Xxxxx 0000, Xxxxxxxx Xxxxx Xxxx

Xxxxxxx XX X0X 0X0

Attention: Xxxx Xxxxx; Xxxxxxx Xxxxxx

Email: xxxx.xxxxx@xxxxxx.xxx

xxxxxxx.xxxxxx@xxxxxx.xxx

if to Caliva, to:

CMG Partners, Inc.

0000 Xxxxx Xxx

Xxx Xxxx, XX 00000

Attention: Xxxxxx X’Xxxxxx

Email: Xxxxxx@xxxxxxxx.xxx

with copies (which shall not constitute notice) to:

Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP

00 Xxxxx Xxxxxxx Xxxxx

Xxxxx 0000

Xxxxxxx, XX 00000

Attention: Xxxxxxx X. Xxxxx

Email: xxxxxx@xxxxxxxxxx.xxx

and

Xxxxxxx Xxxxx LLP

0000 Xxx Xxxxx Xxxxxxxx Xxxxx

Xxxxxxx, XX X0X 0X0

Attention: Xxxxxx Xxxxxxxx

Email: xxxxxxxxx@xxxxxxxxxxxx.xxx

if to Shareholders’ Representative, to:

GRHP Management, LLC

0000 Xxxxx Xxx

Xxx Xxxx, XX 00000

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Attention: Xxxx Xxxxx

Email: xxxxxx@xxxxxxxxxx.xxx

Section 8.04 ENTIRE AGREEMENT. This Agreement (including the Schedules hereto and the Caliva Disclosure Schedule), together with the Confidentiality Agreement, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the Parties and their Affiliates, or any of them, with respect to the subject matter of this Agreement and the Confidentiality Agreement. Upon the Effective Time, the Confidentiality Agreement shall terminate.

Section 8.05 AMENDMENT; WAIVER. This Agreement may be amended, modified or waived (a) prior to the Effective Time, only by the written agreement of Subversive, MergerSub and Caliva; provided, however, that after the Caliva Shareholder Approval is obtained there shall be no amendment or waiver that, pursuant to Law, requires further approval of such holders, without the receipt of such further approvals, and (b) after the Effective Time, only by the written agreement of Subversive and the Shareholders’ Representative. No failure or delay of any Party to exercise any right or remedy given to such Party under this Agreement or otherwise available to such Party or to insist upon strict compliance by any other Party with its or his obligations hereunder, no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, and no custom or practice of the Parties in variance with the terms hereof, shall constitute a waiver of any Party’s right to demand exact compliance with the terms hereof. Any written waiver shall be limited to those items specifically waived therein and shall not be deemed to waive any future breaches or violations or other non-specified breaches or violations unless, and to the extent, expressly set forth therein.

Section 8.06 NO THIRD-PARTY BENEFICIARIES. This Agreement shall inure exclusively to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person (other than the Parties or their respective successors and permitted assigns) any rights, remedies, obligations or Liabilities under or by reason of this Agreement.

Section 8.07 ASSIGNMENT. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part (by operation of law or otherwise), by either of the Parties without the prior written consent of the other Party, and any attempt to make any such assignment without such consent shall be null and void. Subject to the immediately preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns.

Section 8.08 GOVERNING LAW. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation, inducement to enter and/or performance of this Agreement (whether related to breach of contract, tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, the internal Laws of the State of Delaware, without giving effect to any Law that would cause the Laws of any jurisdiction other than the State of Delaware to be applied.

Section 8.09 CONSENT TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL. Each Party agrees that any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such courts do not have subject matter jurisdiction over such Proceeding, any state court within the state of Delaware, and each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such

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Proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party agrees not to commence any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby except in the courts described above (other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described above), irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum or does not have jurisdiction over any Party. Each Party agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address (or in the case of the Xxxxxx Shareholders, the Shareholders’ Representative’s address) set forth herein shall be effective service of process for any such Proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, STATUTE OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 8.09.

Section 8.10 SPECIFIC PERFORMANCE; REMEDIES. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the Parties shall be entitled to enforce specifically the provisions of this Agreement, including obtaining an injunction or injunctions to prevent breaches or threatened breaches of this Agreement, in any court designated to resolve disputes concerning this Agreement (or, if such court lacks subject matter jurisdiction, in any appropriate state or federal court), this being in addition to any other remedy to which such Party is entitled at Law or in equity. Each Party further agrees not to assert and waives (a) any defense in any action for specific performance that a remedy at Law would be adequate and (b) any requirement under any Law to post security or provide indemnity as a prerequisite to obtaining equitable relief. Except to the extent set forth otherwise in this Agreement, all remedies under this Agreement expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or in equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.

Section 8.11 NO RECOURSE AGAINST SUBVERSIVE AFFILIATES. Notwithstanding anything in this Agreement or in any other document delivered pursuant to this Agreement to the contrary, absent fraud, (i) Subversive’s obligations under this Agreement may only be enforced against, and any Proceeding for breach of this Agreement by Subversive, may only be made against the entity that is expressly identified herein as the “Subversive,” and no Affiliate of Subversive shall have any Liability for any breach of this Agreement; and (ii) neither Xxxxxx nor any Xxxxxx Holder shall have any right of recovery in respect hereof against any Affiliate or Representative of Subversive, whether by or through attempted piercing of the corporate or limited liability company veil, including through any Proceeding by or on behalf of Xxxxxx or the Xxxxxx Holders against any Affiliate or Representative of Subversive seeking the enforcement of any judgment, fine or penalty or by virtue of any applicable Law, or otherwise.

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Section 8.12 SEVERABILITY. If any term or provision of this Agreement is held invalid, illegal or unenforceable in any respect under any applicable Law, the validity, legality and enforceability of all other terms and provisions of this Agreement will not in any way be affected or impaired. If the final judgment of a court of competent jurisdiction or other Governmental Authority declares that any term or provision hereof is invalid, illegal or unenforceable, the Parties agree that the court making such determination will have the power to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, illegal or unenforceable term or provision with a term or provision that is valid, legal and enforceable and that comes closest to expressing the intention of the invalid, illegal or unenforceable term or provision.

Section 8.13 COUNTERPARTS; DELIVERIES. This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same instrument. This Agreement and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of electronic transmission of .pdf files or other image files via email, cloud-based transfer or file transfer protocol, or use of a facsimile machine, shall be treated in all manner and respects and for all purposes as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party to any such agreement or instrument shall raise the use of electronic transmission or a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of electronic transmission or a facsimile machine as a defense to the formation or enforceability of a contract, and each such party forever waives any such defense.

Section 8.14 SHAREHOLDERS’ REPRESENTATIVE.

(a) By executing and delivering a Letter of Transmittal or by virtue of consummation of the Xxxxxx Transaction, each Xxxxxx Shareholder hereby irrevocably constitutes and appoints GRHP Management, LLC as its true and lawful attorney-in-fact and agent (the “Shareholders’ Representative”) with full power of substitution to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated hereby and the exercise of all rights and the performance of all obligations hereunder, including: (i) receiving payments under or pursuant to this Agreement and disbursements thereof to the Xxxxxx Shareholders, as contemplated by this Agreement; (ii) receiving and forwarding of notices and communications pursuant to this Agreement and accepting service of process; (iii) giving or agreeing to, on behalf of all the Xxxxxx Shareholders, any and all consents, waivers and amendments deemed by the Shareholders’ Representative, in its reasonable and good faith discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; and (iv) with respect to any and all matters arising under this Agreement, (A) disputing or refraining from disputing, on behalf of each Xxxxxx Shareholder relative to any amounts to be received by the Xxxxxx Shareholders under this Agreement or any agreements contemplated hereby, or any claim made by Subversive under this Agreement, (B) negotiating and compromising, on behalf of each Xxxxxx Shareholder, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement, and (C) executing, on behalf of each Xxxxxx Shareholder, any settlement agreement, release or other document with respect to such dispute or remedy, except in each case with respect to a dispute between any Xxxxxx Shareholder on the one hand and the Shareholders’ Representative on the other hand, provided that, in each case, the Shareholders’ Representative shall not take any action adverse to any Xxxxxx Shareholder unless such action is also taken proportionately with respect to the others. The Shareholders’ Representative shall not agree to any amendment to this Agreement or waiver of its provisions that would

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(i) result in any class of Xxxxxx Shares receiving less of the Transaction Consideration in proportion to any other class of Xxxxxx Shares (based on the proportionate relationship of each class to the others as set forth in this Agreement on the date hereof), without the prior written consent of the holders of a majority of such affected class; (ii) result in any class of Xxxxxx Shares receiving more of the Transaction Consideration in proportion to any other class of Xxxxxx Shares (based on the proportionate relationship of each class to the others as set forth in this Agreement on the date hereof), without the prior written consent of the holders of a majority of each other class; or (iii) result in the rights or obligations of any holder of Xxxxxx Shares being changed in a manner adverse and disproportionate with the other holders of Xxxxxx Shares, without the prior written consent of such holder.

(b) Each Xxxxxx Shareholder hereby agrees that: (i) in all matters in which action by the Shareholders’ Representative is required or permitted, the Shareholders’ Representative is authorized to act on behalf of such Xxxxxx Shareholder, notwithstanding any dispute or disagreement among the Xxxxxx Shareholders, Subversive shall be entitled to rely on any and all action taken by the Shareholders’ Representative under this Agreement without any Liability to, or obligation to inquire of, any Xxxxxx Shareholder, notwithstanding any knowledge on the part of Subversive of any such dispute or disagreement; (ii) all decisions, actions, consents and instructions by the Shareholders’ Representative shall be binding upon all of the Xxxxxx Shareholders, and no Xxxxxx Shareholder shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction; (iii) notice to the Shareholders’ Representative, delivered in the manner provided in Section 8.03, shall be deemed to be notice to each Xxxxxx Shareholder for the purposes of this Agreement; (iv) the appointment of the Shareholders’ Representative is coupled with an interest and shall be irrevocable by such Xxxxxx Shareholder in any manner or for any reason; and (v) in the event that the person or entity serving as the Shareholders’ Representative dies, becomes incapacitated, files for bankruptcy protection or otherwise becomes unable to serve as a representative of the Xxxxxx Shareholders, the holders of a majority of the Xxxxxx Common Shares and Xxxxxx Preferred Shares shall appoint a new Person to be the Shareholders’ Representative.

(c) Each Xxxxxx Shareholder hereby acknowledges and agrees that no Subversive Party shall have any Liability to any Xxxxxx Party with respect to, and the Xxxxxx Shareholders jointly and severally shall indemnify all Subversive Parties against, and agree to hold the Subversive Parties harmless from, any and all Losses incurred by such Subversive Parties arising out of any breach of this Section 8.14 by the Shareholders’ Representative or by any Xxxxxx Shareholder, or the designation, appointment or actions of the Shareholders’ Representative pursuant to the provisions hereof, including with respect to any (i) failure by the Shareholders’ Representative to deliver funds or other property received by the Shareholders’ Representative (on behalf of any Xxxxxx Shareholder) or any other actions taken by the Shareholders’ Representative, and (ii) reliance by the Subversive Parties on, and actions taken by the Subversive Parties in reliance on, the instructions of, notice given by or any other action taken or omitted by the Shareholders’ Representative.

(d) The Shareholders’ Representative is hereby authorized to establish an account for the purposes of holding the Expense Fund (the “Expense Account”), which shall be funded by Subversive at the Closing in an amount of $50,000. The Shareholders’ Representative may use the Expense Fund to pay or be reimbursed for any fees, costs, expenses or other obligations incurred by the Shareholders’ Representative acting in its capacity as such. The Xxxxxx Shareholders will not receive any interest or earnings on the Expenses Account and irrevocably transfer and assign to the Shareholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Shareholders’ Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Shareholders’ Representative will hold these funds separate form its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. For tax

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purposes, the Expense Fund shall be treated as having been received and voluntarily set aside by the Xxxxxx Shareholders at the time of Closing. The Parties agree that the Shareholders’ Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund. Without limiting the foregoing, each Xxxxxx Shareholder shall, to the extent of its Pro Rata Share, indemnify and defend the Shareholders’ Representative and hold the Shareholders’ Representative harmless from and against any and all costs, expenses (including the fees and expenses of its counsel), Losses or Liabilities (collectively, “Shareholders’ Representative Costs”) incurred by the Shareholders’ Representative arising out of or in connection with the Shareholders’ Representative’s execution and performance of this Agreement, in each case as such Shareholders’ Representative Cost is suffered or incurred; provided that, in the event that any such Shareholders’ Representative Cost is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Shareholders’ Representative, the Shareholders’ Representative will reimburse the Xxxxxx Shareholders the amount of such indemnified Shareholders’ Representative Cost to the extent attributable to such gross negligence or willful misconduct. Any expense incurred by the Shareholders’ Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Shareholders’ Representative but shall be payable by and attributable to the Xxxxxx Shareholders based on their respective Pro Rata Share. Notwithstanding anything to the contrary in this Agreement, the Shareholders’ Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied liabilities incurred by the Shareholders’ Representative in connection with the performance of its duties hereunder from (i) the Expense Fund or (ii) any Contingent Transaction Consideration at such time as any such amounts would otherwise be distributable to the Xxxxxx Shareholders, provided that, while this Section 8.14(d) allows the Shareholders’ Representative to be paid form the aforementioned sources of funds, this does not relieve the Xxxxxx Shareholders from their obligation to promptly pay the Shareholders’ Representative Costs as they are suffered or incurred, nor does it prevent the Shareholders’ Representative from seeking any remedies available to it under applicable Law. The Shareholders’ Representative may also from time to time submit invoices to the Xxxxxx Shareholders covering such Shareholders’ Representative Costs, which shall be paid by the Xxxxxx Shareholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request of any Xxxxxx Shareholder, subject to applicable confidentiality obligations, the Shareholders’ Representative shall provide such Xxxxxx Shareholder with an accounting for all expenses and liabilities paid by the Shareholders’ Representative in its capacity as such. The Expense Fund shall be retained in whole or in part by the Shareholders’ Representative for such time as the Shareholders’ Representative shall determine in its sole discretion. If the Shareholders’ Representative shall determine in its sole discretion to return all or any portion of the Expense Fund to the Xxxxxx Shareholders, such amount shall be distributed to the Xxxxxx Shareholders in accordance with their respective Pro Rata Share as set forth on the Payment Schedule. In no event will the Shareholders’ Representative be required to advance its own funds on behalf of the Xxxxxx Shareholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restriction or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Xxxxxx Shareholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Shareholders’ Representative under this Section 8.14. The foregoing indemnities will survive the Closing, the resignation or removal of the Shareholders’ Representative or the termination of this Agreement.

Section 8.15 WAIVER OF ACCESS TO ESCROW ACCOUNT. Notwithstanding anything to the contrary in this Agreement, Xxxxxx hereby irrevocably waives and releases, and shall cause any Affiliate of Xxxxxx in connection with the Xxxxxx Transaction, to waive and release, on substantially similar terms, any and all right, title, interest, causes of action and claims of any kind, whether in tort or contract or otherwise (each, a “Claim”), in or to, and any and all right to seek payment of any amounts due to it in connection with the Xxxxxx Transaction or this Agreement, out of the Escrow Account, or from monies or other assets released from the Escrow Account that are payable to Subversive Shareholders or IPO Underwriter, and hereby irrevocably waives and releases any Claim it may have in the future, as a result of, or arising out of, this Agreement or the Xxxxxx Transaction, which Claim would reduce or encumber any monies or other

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assets released from the Escrow Account that are payable to Subversive Shareholders or IPO Underwriters, or to any monies or other assets in the Escrow Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Escrow Account, any monies or other assets released from the Escrow Account that are payable to Subversive Shareholders or IPO Underwriter or any monies or other assets in the Escrow Account for any reason whatsoever or to bring any proceedings against the Escrow Account or the Escrow Agent.

Section 8.16 PRIVILEGED COMMUNICATIONS.

(a) Xxxxxx hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Subversive or any officer, employee, director, or shareholder of Subversive, and, on the other hand, Xxxx Xxxxxxxx LLP and Blake, Xxxxxxx & Xxxxxxx LLP, that relate to the Xxxxxx Transaction, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Subversive immediately before the Effective Time; and Xxxxxx and its Affiliates (whether purporting to act on behalf of or through Subversive or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Subversive Board immediately before the Effective Time; provided, however, that nothing in this Agreement shall prevent Xxxxxx and its Affiliates from obtaining or using any communications relating to the Xxxxxx Transaction as required under applicable Laws.

(b) Subversive hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Xxxxxx or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of Xxxxxx or any Subsidiary thereof and, on the other hand, Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP and Xxxxxxx Xxxxx LLP, that relate to the Xxxxxx Transaction, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Xxxxxx immediately before the Effective Time; and Subversive and its Affiliates (whether purporting to act on behalf of or through Xxxxxx or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Xxxxxx Board immediately before the Effective Time; provided, however, that nothing in this Agreement shall prevent Subversive from obtaining or using any communications relating to the Xxxxxx Transaction as required under applicable Laws.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers thereunto duly authorized , all as of the date first written above.


SUBVERSIVE CAPITAL ACQUISITION CORP.

By:		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Chief Executive Officer

[Signature Page to Xxxxxx Transaction Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers thereunto duly authorized , all as of the date first written above.


TPCO CMG MERGER SUB INC.

By:		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Vice President and Secretary

[Signature Page to Xxxxxx Transaction Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.


CMG PARTNERS, INC.

By:		/s/ Xxxxxx X’Xxxxxx
		Name: Xxxxxx X’Xxxxxx
		Title: Chief Executive Officer

[Signature Page to Xxxxxx Transaction Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.


GHRP MANAGEMENT, LLC

By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Managing Member

[Signature Page to Xxxxxx Transaction Agreement]

EXHIBIT A

CERTIFICATE OF MERGER

TPCO CMG MERGER SUB INC.

(a Delaware corporation)

WITH AND INTO

CMG PARTNERS, INC.

(a Delaware corporation)

CMG Partners, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware (the “Corporation”), desiring to merge TPCO CMG Merger Sub Inc., a Delaware corporation (“Merger Sub”), with and into the Corporation (the “Merger”), pursuant to Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

FIRST: The name and state of incorporation of each of the constituent corporations to the merger (the “Constituent Corporations”) are as follows:


Name		State of Incorporation
TPCO CMG Merger Sub Inc.		Delaware
CMG Partners, Inc.		Delaware

SECOND: An Transaction Agreement, dated as of November [ ], 2020 (the “Transaction Agreement”), by and among each of the Constituent Corporations and Subversive Capital Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, was approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with Section 251 of the DGCL (and by the written consent of their respective stockholders in accordance with Section 228 of the DGCL).

THIRD: The Corporation will continue as the corporation surviving the Merger (the “Surviving Corporation”) and the name of the Surviving Corporation shall be CMG Partners, Inc. upon the effectiveness of the Merger in accordance with Section 251 of the DGCL and Section 103 of the DGCL (the “Effective Time”).

FOURTH: At the Effective Time, the certificate of incorporation of the Corporation, as in effect immediately prior to the Effective Time, shall be further amended and restated in its entirety as set forth in Annex A attached hereto and, as so amended and restated, shall be the Third Amended and Restated Certificate of Incorporation of the Surviving Corporation until further amended pursuant to the DGCL.

FIFTH: An executed copy of the Transaction Agreement is on file at the offices of the Surviving Corporation at 000 Xxxxx Xxxxxx, 0^xx Xxxxx, Xxx Xxxx, XX 00000, and a copy thereof will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either of the Constituent Corporations.

SIXTH: This Certificate of Merger, and the Merger, shall become effective at the time this Certificate of Merger is filed with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Merger to be signed by its authorized officer on the day of , 20 .


CMG PARTNERS, INC.

(a Delaware corporation)



By:
		Name:
		Title:

Annex A

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

CMG PARTNERS, INC.

See attached.

THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

CMG PARTNERS, INC.

ARTICLE ONE

The name of the corporation is CMG Partners, Inc.

ARTICLE TWO

The address of the corporation’s registered office in the State of Delaware is [ ]. The name of its registered agent at such address is [ ].

ARTICLE THREE

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of stock which the corporation has authority to issue is one thousand (1,000) shares of Common Stock, par value $0.01 per share and one thousand (1,000) shares of Preferred Stock, par value $0.01 per share.

ARTICLE FIVE

The corporation is to have perpetual existence.

ARTICLE SIX

In furtherance and not in limitation of the powers conferred by law, the board of directors of the corporation is expressly authorized to adopt, amend or repeal the bylaws of the corporation; provided, however, that such authorization shall not divest the stockholders of the power or limit the power of the stockholders to adopt, amend or repeal the bylaws of the corporation.

ARTICLE SEVEN

Meetings of stockholders may be held within or without the State of Delaware, as the bylaws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation. Election of directors need not be by written ballot unless the bylaws of the corporation so provide.

ARTICLE EIGHT

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or any of its stockholders for monetary damages for a breach of fiduciary duty as a director.

ARTICLE NINE

The corporation expressly elects not to be governed by §203 of the General Corporation Law of the State of Delaware.

ARTICLE TEN

The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

EXHIBIT B

NOMINATION AGREEMENT

This NOMINATION RIGHTS AGREEMENT (this “Agreement”) is made as of the day of , 2021, among:

SUBVERSIVE CAPITAL ACQUISITION CORP.

(the “Company”);

SUBVERSIVE CAPITAL SPONSOR, LLC

(the “Sponsor”); and

GRHP MANAGEMENT, LLC

(the “Shareholders’ Representative”).

WHEREAS, the Company is party to a Transaction Agreement, dated as of November , 2020, among the Company, CMG Partners, Inc., a Delaware corporation (“Xxxxxx”) and the other parties thereto (the “Xxxxxx Transaction Agreement”), pursuant to which a wholly-owned subsidiary of the Company will be merged into Xxxxxx and all outstanding shares of capital stock of Xxxxxx will be converted into common shares of the Company (the “Xxxxxx Transaction”);

WHEREAS, the Company is party to a Transaction Agreement, dated as of November , 2020, among the Company, Left Coast Ventures, Inc., a Delaware corporation (“LCV”), and the other parties thereto (the “LCV Transaction Agreement”), pursuant to which a wholly-owned subsidiary of the Company will be merged into LCV and all outstanding shares of capital stock of LCV will be converted into common shares of the Company (the “LCV Transaction”);

WHEREAS, the Company, a special purpose acquisition corporation incorporated under the laws of British Columbia, completed its initial public offering on July 16, 2019, its shares of Class A Shares are listed on the Neo Exchange, Inc. (the “Exchange”), and the Caliva Transaction and the LCV Transaction are collectively intended to constitute the “qualifying transaction” of the Company as such term is defined in the Exchange’s Listing Manual pertaining to special purpose acquisition corporations (the “Qualifying Transaction”); and

WHEREAS, the execution and delivery of this Agreement is a condition to the consummation of the Caliva Transaction and the LCV Transaction, and the parties hereto mutually desire to enter into this Agreement in order to provide, inter alia, for certain rights and provisions with regard to the Board of Directors of the Company and certain nomination rights for Sponsor and the Shareholders’ Representative, as holders or representative of holders of significant shares in the Company.

NOW THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

EFFECTIVENESS

1.1

Effectiveness

This Agreement shall become effective immediately upon closing of the Qualifying Transaction.

ARTICLE 2

DEFINITIONS AND INTERPRETATION

2.1

Definitions

In this Agreement, the following terms have the following meanings:

“Affiliate” means, as to any specified Person, any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the specified Person. For this purpose the term “control” (including the terms “controlling”, “controlled by”, and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise;

“Applicable Securities Laws” means the securities legislation in each of the provinces and territories of Canada, including all rules, regulations, instruments, policies, notices, published policy statements and blanket orders thereunder or issued by one or more of the Canadian Securities Regulatory Authorities;

“Board” means the board of directors of the Company;

“Business Day” means any day expect a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in Toronto, Ontario, Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx or in the State of California, United States of America;

“Company” has the meaning set out in the preamble to this Agreement;

“Constating Documents” means articles of incorporation, amalgamation, or continuation, as applicable, by-laws, limited partnership agreement or other constating documents and all amendments thereto;

“Director” means a director on the Board;

“Director Election Meeting” means any meeting of the shareholders of the Company at which Directors are to be elected to the Board;

“Effective Time” means the Effective Time of the Caliva Transaction as provided in the Caliva Agreement; “Party” or “Parties” means one or more of the parties to this Agreement;

“Person” means an individual, partnership, limited partnership, corporation, company, unlimited liability company, trust, unincorporated organization, association, government, or any department or agency thereof and the successors and assigns thereof or the heirs, executors, administrators or other legal representatives of an individual;

“Shareholders” means holders of Shares of the Company;

“Shares of the Company” means the shares of capital stock of the Company; and

“Subsidiary” means, with respect to any Person, any corporation or other entity of which the majority of voting power of (a) the voting equity securities or (b) the outstanding equity interests (calculated on a fair market value basis) is owned, directly or indirectly, by such Person.

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2.2

Rules of Construction

Unless the context otherwise requires, in this Agreement:

(a)

“Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions mean or refer to this Agreement, as amended, supplemented or amended and restated from time to time, including the Schedules attached hereto or to any amendment to this Agreement, and any agreement or instrument supplemental hereto, and unless otherwise expressly stated herein, the expressions “Article”, “Section” and “Schedule” followed by a number or a letter mean and refer to the specified Article, Section or Schedule of this Agreement;

(b)

the division of this Agreement into Articles, Sections, subsections and clauses and the insertion of headings and a table of contents are provided for convenience of reference only and shall not affect the construction or interpretation thereof and all references to designated Articles, Sections or other subdivisions or to Schedules, are references to Articles, Sections or other subdivisions or to Schedules of this Agreement;

(c)

words importing the singular number only shall include the plural and vice versa, and words importing the use of any gender shall include all genders;

(d)

the words “includes” and “including”, when following any general term or statement, are not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;

(e)

if any date on which any action is required to be taken under this Agreement is not a Business Day, such action will be required to be taken on the next succeeding Business Day; and

(f)

reference to any statute shall be deemed to be a reference to such statute as amended, re- enacted or replaced from time to time, including every regulation made pursuant thereto, all amendments to the statute or to any such regulation in force from time to time, and any statute or regulation which supplements or supersedes such statute or any such regulation.

ARTICLE 3

BOARD NOMINATION RIGHTS

3.1

Size and Composition of the Board

(a)

For the period beginning on the Effective Time and ending on the date of final determination and payment, if any, of the Contingent Transaction Consideration (the “Earnout Period”), the members of the Board of the Company shall be nominated in accordance with this Section 3. Subject to Section 3.3, at all times during the Earnout Period the Board shall consist of seven (7) members.

(b)

The members of the Board, as of the Effective Time, shall be comprised of the following Persons: (i) Xxxxxx Xxxxxxx, Xxxxx Xxxxx and Xx Xxxxxxx designated as the CMG

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Directors, (ii) Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxxx designated as the Sponsor Directors, and (iii) Xxxxxxx Xxxxx and Xxxx Xxxxx designated as the Co-Nominated Directors (collectively, the “Initial Directors”). The Initial Directors shall serve until the earlier to occur of the (i) first meeting of the shareholders of Company at which directors are to be elected (each such meeting at which directors are elected, a “Director Election Meeting”), or (ii) the death, resignation, termination, disqualification, or removal of such Initial Director; provided that, an early vacancy of an Initial Director for any reason shall be replaced by a director designated in accordance with Section 3.4.

(c)

At any time after the Effective Time, if the Board determines to appoint the Chief Executive Officer of the Company (the “CEO”) to the Board, or otherwise expand the size of the Board during the Earnout Period (either, a “CEO Event”), the number of members of the Board shall be increased to nine (9) and two new Directors shall be appointed by the Board to fill the resulting vacancies, and thereafter shall be nominated, in each case in accordance with Section 3.2(b) below. In order to effectuate the increase in the number of directors and appointments to the Board due to a CEO Event, the Company shall take all such actions as are necessary, in accordance with the Company’s Constating Documents and applicable Law.

3.2

Designation of Nominees

(a)

At all times during the Earnout Period and prior to a CEO Event, nominees for election as director by the Company and included as a nominee for election as director in any management information circular of the Company relating to a Director Election Meeting shall be nominated as follows: (i) the Shareholders’ Representative (including, any successor Shareholders’ Representative) will have the right to nominate three (3) directors to serve on the Board, and proportionate number on any committees thereof, (ii) Sponsor will have the right to nominate two (2) directors to serve on the Board, and proportionate number on any committees thereof, and (iii) Sponsor and Shareholders’ Representative will mutually agree to nominate two (2) directors to the Board, and a proportionate number on any committees thereof (the “Co-Nominated Directors”).

(b)

At all times after a CEO Event, nominees for election as director by the Company and included as a nominee for election as director in any management information circular of the Company relating to a Director Election Meeting shall be nominated as follows: (i) the Shareholders’ Representative (including, any successor Shareholders’ Representative) will have the right to nominate four (4) directors to serve on the Board, and proportionate number on any committees thereof, (ii) Sponsor will have the right to nominate two (2) directors to serve on the Board, and proportionate number on any committees thereof, (iii) Sponsor and Shareholders’ Representative will mutually agree to nominate two (2) directors to the Board, and proportionate number on any committees thereof, and (iv) Sponsor and Shareholders’ Representative may nominate the new CEO (or any subsequent CEO) as a director on the Board.

(c)

Each of the Shareholders’ Representative and Sponsor having nomination rights in accordance with this Section 3 shall be referred to herein as a “Nominating Person”. The directors nominated (i) by the Shareholders’ Representative pursuant to this Section 3 shall be referred to herein as the “CMG Directors”, and (y) by the Sponsor pursuant to this Section 3 shall be referred to herein as the “Sponsor Directors”. Each Initial Director and any other individual nominated or designated to serve as member of the Board pursuant to this Section 3 is referred to herein as a “Director Designee”.

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3.3

Nomination Procedures

(a)

As long as a Party has a right to designate a Director Designee under Section 3.2, the Company shall notify such Party of any Director Election Meeting at least 75 calendar days prior to the date of such Director Election Meeting.

(b)

As long as a Party has a right to designate a Director Designee under Section 3.2, such Party may notify the Company of its Director Designee at any time following receipt of the notice provided by the Company in accordance with Section 3.3(a), but no less than 60 calendar days prior to the date of any Director Election Meeting. If, prior to the Director Election Meeting, a Nominee designated under Section 3.2 is unable or unwilling to serve as a Director, then the Party who nominated such Nominee will be entitled to designate a replacement provided that such designation is provided in advance of the issuance of any management information circular relating to any Director Election Meeting or any written consent submitted to Shareholders for the purpose of electing Directors.

(c)

If a Party fails to deliver notice to the Company of a Director Designees at least 60 calendar days prior to the date of any Director Election Meeting, such Party shall be deemed to have designated the same Person previously designated by it that serves as the CMG Director or Sponsor Director, as applicable, at such time.

(d)

The Company shall use its best efforts to cause the election of the Director Designee to the Board at each Directors Election Meeting, and shall otherwise support, recommend and endorse the election of the Director Designees (and include expression of such support, recommendation and endorsement in any management information circular prepared by the Company). The Company will notify Shareholders that if such Shareholder designates a representative of the Company as its proxyholder, such proxyholder will vote such Shareholders’ Shares of the Company in favor of the Director Designees. The Director Designees shall be nominated in accordance with Company’s Constating Documents or other policies determined from time to time by the Board for nominating directors. Without limiting the generality of the foregoing, the Company shall (i) nominate for election and include in any management information circular relating to any Director Election Meeting (or submit to Shareholders by written consent, if applicable) each Director Designee nominated under Section 3.2, (ii) recommend (and reflect such recommendation in any management information circular relating to any Director Election Meeting or in any written consent submitted to Shareholders for the purpose of electing Directors) that the Shareholders vote to elect each such Director Designee as a Director for a term of office expiring at the subsequent annual meeting of the Shareholders, (iii) use reasonable commercial efforts to solicit, obtain proxies in favor of and otherwise support the election of such Director Designees at the applicable Director Election Meeting, and (iv) take all other reasonable steps which it considers in its sole discretion may be necessary or appropriate to recognize, enforce and comply with the rights of the Shareholders’ Representative and the Sponsor, as applicable, under this Article 3.

3.4

Replacement Appointments; Vacancies; Director Tenure

(a)

Any Director Designee who is elected or appointed to the Board (each such individual, a “Designated Director”) shall serve on the Board, to hold office in accordance with Company’s Constating Documents, until the earlier of his or her death, resignation, termination, failure to meet Director Requirements or other disqualification, or removal, or other interim vacancy of a member of the Board or until his or her successor is duly elected

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and qualified, as the case may be. For the avoidance of doubt, a Designated Director shall not be required to resign, and shall not be removed from service as a director of Company, by reason of the expiration of the Nominating Person’s right to appoint a director pursuant to this Section 3, but rather shall be entitled to serve the rest of his or her then current term as a director of Company.

(b)

If at any time a vacancy on the Board is created as a result of the death, resignation, termination, failure to meet Director Requirements or other disqualification, or removal, or interim vacancy of a member of the Board, then Company (acting through the Board) shall take all steps required to effect the appointment to the Board, as soon as reasonably practicable thereafter (but in any event before any subsequent actions of the Board are to be taken), of an individual designated by the Nominating Person originally authorized to nominate such director in accordance with Section 3.2 above.

3.5

Qualifications

(a)

Each Director Designee must qualify to act as a director of Company pursuant to the applicable requirements under the Business Corporations Act (British Columbia), applicable Canadian and United States securities laws, the rules of the NEO Exchange, Inc. and any other stock exchange on which the Shares of the Company are now or hereafter listed, and in compliance with any other applicable Law and the Constating Documents of the Company (the “Director Requirements”).

(b)

For avoidance of doubt, the Director Requirements do not include or require that a Director qualify as Independent (defined below); provided that Sponsor and Shareholders’ Representative shall use all commercially reasonable efforts to ensure that at all times a majority of their respective Director Designees are Independent. For purposes hereof, a member of the Board shall be “Independent” if such Director qualifies as an independent director under applicable Canadian and United States securities laws, the rules of the NEO Exchange, Inc. and any other stock exchange on which the Shares of the Company are now or hereafter listed.

(c)

The Company shall not adopt, implement or change any Director Requirement in a manner that would adversely affect the ability of any CMG Director to satisfy any Director Requirement, except to the extent expressly required under applicable Canadian and United States securities laws, the rules of the NEO Exchange, Inc. and any other stock exchange on which the Shares of the Company are now or hereafter listed.

3.6

Written Consent or Resolutions

The provisions of this Article 3 applicable to Director Election Meetings shall apply mutatis mutandis to any written consent or resolutions of Shareholders relating to the election of Directors, if permitted under applicable law and the Constating Documents of the Company.

3.7

Committees; Committee Membership

(a)

Subject to applicable Canadian and United States securities laws, the rules of the NEO Exchange, Inc. and any other stock exchange on which the Shares of the Company are now or hereafter listed, as long as each of the Shareholders’ Representative and the Sponsor has the right to designate a Nominee under Section 3.2, the Shareholders’ Representative and the Sponsor, respectively, shall also be entitled to have a proportionate number of the CMG Directors and the Sponsor Directors, as applicable, serve on each committee of the Board.

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(b)

The initial standing Committees of the Board and their initial membership are set forth on Exhibit A attached hereto.

(c)

In addition to the Board Committees, the Company shall, at least until the end of the Earnout Period, maintain an Acquisition Committee comprised of Board members and other senior executives of the Company and its subsidiaries (the “Acquisition Committee”).

3.8

Board Operations

(a)

All notices of Board meetings shall be delivered by hand or transmitted by facsimile or e- mail at least five (5) Business Days prior to the date of the Board meeting. However, emergency Board meetings may be called by the Chair of the Board in the case of a situation involving matters upon which prompt action is deemed necessary by giving notice at least two (2) Business Days prior to the date of such Board meeting (unless less notice is required in the circumstances). All notices of Board meetings shall specify the time, date and place of the Board meeting and contain a brief but complete summary of all business on the agenda of the Board meeting.

(b)

Each Director (i) shall be entitled to indemnification protection and liability insurance coverage on the same terms as all other members of the Board, and (ii) who is not otherwise an employee of the Company or one of its Subsidiaries, shall be entitled to compensation for services rendered to the Board (including any committee of the Board) at levels, and otherwise on terms, comparable to other members of the Board who are not employees of Company or any of its Subsidiaries.

(c)

Any Director may participate in a Board meeting by means of a telephonic, electronic or other communication facility. A director participating by such means is deemed to be present at the Board meeting or of any committee by a communications medium other than telephone if all directors participating in the medium, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation.

3.9

Board Observers; Executive Leadership Team

(a)

In addition to the rights set forth herein, the following Persons shall be entitled to serve as an observer to the Board and its Committees as follows (the “Observers”): during the Earnout Period, one (1) additional Observer appointed by each of Sponsor and Shareholders’ Representative, respectively (together with any temporary or permanent substitute or replacement Observer designated in writing at any time). The initial Observers appointed by Sponsor and the Shareholders’ Representative shall be Xxx Fireman and Xxxx Xxxxx, respectively, or their respective designees. Each Observer and any other individual designated to serve as the Observer pursuant to this Section is referred to herein as an “Observer Designee”.

(b)

The Observer Designees shall be entitled to attend each regularly scheduled and special meeting (including telephonic meetings) of the Board and/or its Committees as a non- voting observer and to reasonably participate in discussions with the Board, but shall not

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have any right to vote on or otherwise approve or disapprove any item that comes before the Board and/or its Committees and the Company shall not be under any obligation to take any action with respect to any proposals made by an Observer Designee. Notice of the time and place of each such meeting shall be given to the Observer Designee in the same manner and at the same time as notice is given to the members of the Board and/or its Committees. The Observer Designee shall be given copies of all notices, reports, minutes, consents and other documents and materials at the time and in the manner as are provided to the Board and/or its Committees.

(c)

Notwithstanding the foregoing, the Board and/or its Committees may, upon the advice of outside counsel, determine not to provide the Observer Designee with copies of any notices, reports, minutes, consents and other documents and materials (or any portion thereof) or to exclude the Observer Designee from any portion of any meeting of the Board and/or its Committees if the Board and/or its Committees reasonably determines that access to any such materials or attendance at such portion of any meeting is reasonably likely to (i) violate the terms of any confidentiality agreement to which Company or any of its Subsidiaries is subject, (ii) adversely affect the preservation of any attorney-client privilege, or (iii) prevent the members of the Board and/or its Committees from engaging in attorney-client privileged communication with counsel. Notwithstanding the foregoing, Company shall have no obligation under this Section until such time as the Observer Designee has executed a non-disclosure agreement in form and substance satisfactory to Company, acting reasonably.

(d)

In addition to the foregoing, the Chief Executive Officer of the Company and the Executive Leadership Team to be designated by the Chief Executive Officer will be present at all meetings of the Board, recusing themselves if and as appropriate.

ARTICLE 4

AMENDMENTS

4.1

Amendments and Modifications

This Agreement may not be amended or modified except by an agreement in writing executed by the Parties.

4.2

Changes in Capital of the Company

At all times after the occurrence of any event which results in a change to the Shares of the Company, this Agreement will forthwith be amended and modified as necessary in order that it will apply with full force and effect, with appropriate changes, to all new securities into which the Shares of the Company are so changed, and the Parties will execute and deliver a supplemental agreement giving effect to and evidencing such necessary amendments and modifications.

ARTICLE 5

GENERAL

5.1

Application of this Agreement

The terms of this Agreement shall apply mutatis mutandis to any shares or other securities of the Company or any Subsidiary thereof or any successor entity that may be received by the Shareholder Representative and/or Sponsor on a merger, amalgamation, arrangement or other reorganization of or including the Company or any Subsidiary thereof and, prior to any such action being taken, the Parties shall give due consideration to any changes that may be required to this Agreement in order to give effect to the intent of this Section 5.1.

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5.2

Termination

This Agreement will automatically terminate upon the earliest to occur of the following events:

(a)

the later of (i) the first date on which neither Sponsor, on the one hand, nor the shareholders receiving Shares of the Company pursuant to the Caliva Agreement in the aggregate, on the other hand, owns, controls or directs, directly or indirectly, in the aggregate, at least 5% of the then-outstanding Shares of the Company (on a non-diluted basis), or (ii) the last day of the Earnout Period;

(b)

the Agreement is terminated by mutual written agreement of the Parties; and

(c)

the dissolution or liquidation of the Company.

5.3

Assignment

This Agreement is not assignable by the Shareholders’ Representative or Sponsor without the Company’s prior written consent; provided, however, that in the event that the Shareholders’ Representative changes pursuant to the terms of the Caliva Agreement, the successor Shareholders’ Representative appointed pursuant thereto shall automatically succeed to the rights and obligations of the Shareholders’ Representative hereunder (and all previously appointed Board Designees shall remain on the Board and applicable Committees until their successors are duly appointed in accordance with this Agreement or their death or resignation). This Agreement is not assignable by the Company, except with the prior written consent of both the Shareholders Representative and the Sponsor.

5.4

Specific Performance

The Parties agree that irreparable harm would occur, for which money damages would not be an adequate remedy at law, in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties may seek injunctive relief, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance withthe terms of this Agreement without the proof of actual damages and without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law, equity or under this Agreement.

5.5

Further Assurances

Each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.

5.6

Time

Time is of the essence of this Agreement.

5.7

Public Filing

The Parties hereby consent to the public filing of this Agreement if any Party is required to do so by law or by applicable regulations or policies of any regulatory agency of competent jurisdiction or any stock exchange.

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5.8

Notices to Parties

Any notice, approval, consent, information, payment, request or other communication (in this Section, a “Notice”) to be given under or in connection with this Agreement shall be effective if in writing and (i) delivered personally, (ii) sent by e-mail, or (iii) sent by overnight courier, in each case, addressed as follows:


(a)		if to the Company:

		Subversive Capital Acquisition Corp.

		Attention:
		E-mail:

With a copy (which shall not constitute notice) to:


		Attention:
		E-mail:

(b)		if to Shareholders’ Representative:

		GRHP Management, LLC
		0000 Xxxxx Xxx.
		Xxx Xxxx, XX 00000
		Attention: Xxxx Xxxxx
		E-mail: xxxxxx@xxxxxxxxxx.xxx

with a copy (which shall not constitute notice) to:

		Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP
		00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
		Xxxxxxx, XX 00000
		Attention: Xxxxxxx X. Xxxxx
		xxxxxx@xxxxxxxxxx.xxx

(c)		if to Sponsor:

		Subversive Capital Sponsor, LLC
		000 Xxxxx Xxxxxx, 0xx Xxxxx
		Xxx Xxxx, XX 00000
		Attention: Xxxxxxx Xxxxxxxx; Xxxxxx Xxxxxx
		E-mail: xxxxxxx@xxxxxxxxxxxxxxxxx.xxx; xxxxxx@xxxxxxxxxxxxxxxxx.xxx

with a copy (which shall not constitute notice) to:

		Xxxx Xxxxxxxx LLP
		000 Xxxx Xxxxxx
		Xxx Xxxx, XX 00000
		Attention: Xxxxx X. Xxxxxx; Mike Huang
		E-mail: barrybrooks@paulhastings.com; mikehuang@paulhastings.com

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Unless otherwise specified herein, such notices or other communications shall be deemed effective (i) on the date received, if personally delivered, (ii) on the date received if delivered by e-mail on a Business Day, or if not delivered on a Business Day, on the first Business Day thereafter and (iii) two (2) Business Days after being sent by overnight courier. Each of the Parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other Parties hereto. An accidental omission in the giving of, or failure to give, a Notice required by this Agreement will not invalidate or affect in any way the legality of any meeting or other proceeding in respect of which such Notice was or was intended to be given.

5.9

Entire Agreement

This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral agreements between such Parties, in connection with the subject matter hereof. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, relating to the subject matter hereof except as specifically set forth in this Agreement.

5.10

Waiver

Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

5.11

Consent

Where a provision of this Agreement requires an approval or consent by a Party and written notification of such approval or consent is not delivered within the applicable time in accordance with this Agreement, then the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

5.12

Governing Law

[This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated, in all respects, as a British Columbia contract. Each Party to this Agreement agrees (a) that any action or proceeding arising out of or relating to this Agreement may be instituted in the courts of the [Province of Ontario], waives any objection which it may have now or hereafter to the venue of any such action or proceeding, irrevocably submits to the non-exclusive jurisdiction of such courts in any such action or proceeding; (b) to be bound by any judgment of such courts and agrees not to seek, and hereby waives, any review of the merits of any such judgment by the courts of any other jurisdiction; and (c) not to commence or maintain any action, claim, cause of action or suit (in contract, delict or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before the above- named court nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, delict or otherwise), inquiry, proceeding or investigation to any court other than the above-named court whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any Party is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this

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Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any Party may commence and maintain an action to enforce a judgment of the above-named court in any court of competent jurisdiction. Each Party hereby consents to service of process in any such proceeding in any manner permitted by the laws of Ontario, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.8 is reasonably calculated to give actual notice. Any Party that commences an action hereunder in the above-named court shall not be required to post any bond in connection therewith.]

5.13

Severability

If any term or other provision of this Agreement shall be determined by a court, administrative agency or arbitrator in any jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not render the entire Agreement invalid and shall not affect the validity, legality or enforceability of such term or other provision in any other jurisdiction. Rather, this Agreement shall be construed as if not containing the particular invalid, illegal or unenforceable provision, and all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent permitted under applicable law.

5.14

Counterparts

This Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same agreement. Delivery of an executed signature page to this Agreement by a Party by facsimile or electronic transmission shall be as effective as delivery of a manually executed copy of this Agreement by such Party.

* * * * *

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.


SUBVERSIVE CAPITAL ACQUISITION CORP.



By:


Name:
Title:

SUBVERSIVE CAPITAL SPONSOR, LLC



By:


Name:
Title:

GRHP MANAGMENT, LLC



By:


Name:
Title:

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Exhibit A

Board Committees

Audit

Jeffry Allen, Chair

Daniel Neukomm

Al Foreman

Compensation

Daniel Neukom, Chair

Al Foreman

Leland Hensch

Nomination and Governance

Carol Bartz, Chair

Daniel Neukom

Michael Auerbach

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EXHIBIT C

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of , 20 , by and among Subversive Capital Acquisition Corp., a special purpose acquisition corporation incorporated and existing under the laws of British Columbia (together with its successors, the “Corporation”), and each of the Persons set forth on the signature pages hereto and identified as a “Holder” hereto, each of which, together with each other person who holds Registrable Securities who may from time to time become bound hereby in accordance with the terms hereof, is referred to in this Agreement as a “Holder”.

RECITALS

WHEREAS the Corporation is party to an agreement, dated as of November , 2020, among the Corporation, CMG Partners, Inc., a Delaware corporation (“Caliva”), and the other parties thereto (the “Caliva Merger Agreement”), pursuant to which a wholly-owned subsidiary of the Corporation will be merged into Caliva and all outstanding shares of capital stock of Caliva will be converted into common shares of the Corporation (the “Caliva Transaction”);

WHEREAS, the Corporation is party to an agreement, dated as of November , 2020, among the Corporation, Left Coast Ventures, Inc., a Delaware corporation (“LCV”), and the other parties thereto (the “LCV Merger Agreement”), pursuant to which a wholly-owned subsidiary of the Corporation will be merged into LCV and all outstanding shares of capital stock of LCV will be converted into common shares of the Corporation (the “LCV Transaction”);

WHEREAS, the Corporation completed its initial public offering on July 16, 2019, its Class A Restricted Voting Shares are listed on the NEO Exchange, Inc. (the “Exchange”), and the Caliva Transaction and the LCV Transaction are collectively intended to constitute the “qualifying transaction” of the Corporation as such term is defined in the Exchange’s Listing Manual pertaining to special purpose acquisition corporations (the “Qualifying Transaction”); and

WHEREAS, the execution and delivery of this Agreement is a condition to the consummation of the Caliva Transaction and the LCV Transaction, and the parties hereto mutually desire to enter into this Agreement in order to provide, inter alia, each Holder with the registration rights specified in this Agreement with respect to the Registrable Securities (as defined herein) held by each Holder and the distribution of such Registrable Securities under applicable securities laws subsequent to the Qualifying Transaction in such manner as each Holder may designate on the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

“Affiliate” means, with respect to any specified Person, any other Person which, directly or indirectly, through one or more intermediaries controls, or is controlled by, or is under common

control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided that, for purposes of this Agreement, the Corporation and its subsidiaries shall not be considered Affiliates of any Holder and its other Affiliates and any Holder and its Affiliates shall not be considered Affiliates of the Corporation and its subsidiaries. In this Agreement, any Person will be deemed to be Affiliated with any other Person if they are Affiliates of each other.

“Affiliated Transferee” means (a) with respect to the CMG Group, any Affiliate of any member of the CMG Group or any successor entity to any member of the CMG Group or its Affiliates, (b) with respect to the LCV Group, any Affiliate of any member of the LCV Group or any successor entity to any member of the LCV Group or its Affiliates, (c) with respect to the Sponsor Group, any Affiliate of Sponsor or any successor entity to any member of the Sponsor Group or its Affiliates and (d) with respect to any other Holder, the spouse or legal equivalent, the parents and/or the lineal descendants thereof (the “Holder Related Persons”) or any trust, partnership, corporation, limited liability company or other estate or planning or investment vehicle in which no other Person has any legal, economic, beneficial or other interest other than such Holder and/or the Holder Related Persons, as applicable, and with respect to which, in the case of clause (e), a transfer to such Person does not result in any change in the effective control of such Holder’s Registrable Securities.

“Agreement” has the meaning ascribed thereto in the preamble.

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which commercial banks are closed for business in Toronto, Ontario, Canada or New York, New York, United States.

“Canadian Long-Form Prospectus” means a prospectus prepared in accordance with the requirements of Canadian securities laws for an initial public offering of securities in Canada, or for any other offering of securities that is not eligible to use a Canadian Short-Form Prospectus, pursuant to National Instrument 41-101 General Prospectus Requirements of the Canadian Securities Administrators, or any successor to that instrument.

“Canadian Prospectus” means a Canadian Long-Form Prospectus or a Canadian Short- Form Prospectus.

“Canadian Shelf Prospectus” means a Canadian Short-Form Prospectus used to qualify a distribution of securities in Canada on a delayed or continuous basis, pursuant to National Instrument 44-102 Shelf Distributions of the Canadian Securities Administrators, or any successor to that instrument.

“Canadian Short-Form Prospectus” means a prospectus prepared in accordance with the requirements of Canadian securities laws pursuant to rules and procedures that permit the incorporation by reference of previously filed Canadian continuous disclosure documents, pursuant to National Instrument 44-101 Short Form Prospectus Distributions of the Canadian Securities Administrators, or any successor to that instrument.

“Claim” means each of the following legal, equitable or other theories or sources of liability: claims, obligations, liabilities, causes of action, actions or proceedings (in each case, whether in contract or in tort, at law or in equity, or pursuant to statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, performance, or breach (whether willful, intentional, unintentional or otherwise) of this Agreement, including any representation or warranty made or alleged to be made in, in connection with, or an as inducement to, this Agreement.

“CMG Group” means, collectively, each of the Holders identified on the signature pages hereto as a “CMG Holder,” together with their respective Affiliated Transferees, in each case hereunder acting by affirmative consent of at least a majority of the Registrable Securities held by such Holders.

“Common Shares” means common shares in the capital of the Corporation, and having the terms and conditions set forth in the notice of articles and articles of the Corporation, as they may be amended or changed from time to time.

“Corporation” has the meaning ascribed thereto in the preamble.

“Damages” means any loss, damage, claim, liability (joint or several) (or any action or proceeding in respect thereof, whether commenced or threatened), costs (including costs of preparation and attorneys’ fees) and expenses (including expenses of investigation) to which a party hereto may become subject under the Securities Act, the Exchange Act or any other U.S. federal or state securities law, the securities laws of any province or territory of Canada, and any other applicable laws, insofar as such loss, damage, claim, liability (or any such action or proceeding in respect thereof), cost or expense arises out of or is based upon: (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement of the Corporation, including any preliminary Prospectus, form of Prospectus or final Prospectus contained therein or any amendments or supplements thereto; (b) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or not misleading in light of the circumstances in which they were made;

(c) any violation or alleged violation by the indemnifying party (or any of its agents, representatives or Affiliates) of the Securities Act, the Exchange Act or any other U.S. federal or state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any other U.S. federal or state securities law, the securities laws of any province or territory of Canada, or any other applicable laws; or (d) any “misrepresentation” (as defined under applicable Canadian securities laws) contained in a Canadian Prospectus.

“Demand Notice” means a written notice to the Corporation from a Holder (with the right to make such notice in accordance with Section 2.1(d) or 2.2(e)) to register Registered Securities pursuant to Section 2.1(a) or 2.2(b).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor act, and the rules and regulations thereunder.

“Excluded Registration” means (a) a registration relating to the sale of securities to employees of the Corporation or a subsidiary pursuant to a stock option, share purchase, or similar plan; (b) a registration on Form S-4 or Form S-8, or any similar or successor registration form under the Securities Act subsequently adopted by the SEC, or a Canadian Prospectus the purpose of which is solely to qualify a distribution of securities in connection with an acquisition or business combination transaction (whether by plan of arrangement, take-over bid, amalgamation, share or asset purchase or otherwise), or for distribution to employees, directors, officers or consultants of the Corporation or its affiliates; or (c) a registration in which the only Common Shares being registered are Common Shares issuable upon conversion of debt securities that are also being registered.

“Form F-10” means Form F-10 under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC used to register securities pursuant to the Canada / U.S. Multijurisdictional Disclosure System.

“Form S-1” means Form S-1 under the Securities Act as in effect on the date hereof (or, if applicable, Form F-1 or other similar form) or any successor registration form under the Securities Act subsequently adopted by the SEC.

“Form S-1 Registration Statement” means a registration statement on Form S-1 (or, if applicable, a registration statement on Form F-1).

“Form S-3” means Form S-3 under the Securities Act as in effect on the date hereof (or, if applicable, Form F-3 or other similar form, or Form F-10) or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Corporation with the SEC.

“Form S-3 Registration Statement” means a registration statement on Form S-3 (or, if applicable, a registration statement on Form F-3).

“Governmental Authority” means any governmental, regulatory or administrative authority or body, department, agency, commission, board, panel, tribunal or court or other lawmaking or enforcing entity having jurisdiction on behalf of any nation, or province, territory or state or other subdivision thereof or any municipality, district or other subdivision thereof.

“Holder” has the meaning ascribed thereto in the preamble.

“Initiating Holder” means a Holder or Holders who make a Demand Notice pursuant to Section 2 or 2.2(b) or who delivers a Take-Down Notice for an underwritten Shelf Offering pursuant to Section 2.2(d).

“LCV Group” means, collectively, each of the Holders identified on the signature pages hereto as a “LCV Holder,” together with their respective Affiliated Transferees, in each case hereunder acting by affirmative consent of at least a majority of the Registrable Securities held by such Holders.

“Lock-up Agreement” means, in respect of each Holder, the lock-up agreement entered into by such Holder in connection with the Qualifying Transaction.

“Marketed Offering” means a registration or offering that includes a customary “road show” or other substantial marketing effort by the Corporation.

“Person” means any individual, partnership, corporation, association, limited liability company, trust, joint venture, unincorporated organization or other legal entity, or any government, governmental department or agency or political subdivision thereof.

“Piggyback Notice” has the meaning ascribed thereto in Section 2.4.

“Proportionate Voting Shares” means the proportionate voting shares in the capital of the Corporation, and having the terms and conditions set forth in the notice of articles and articles of the Corporation, as they may be amended or changed from time to time.

“Prospectus” means the prospectus included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Qualifying Capital Date” means the date on which the Total Capital (as such term is defined under Section 2.04(b) of the Caliva Merger Agreement) of the Corporation meets or exceeds $225,000,000.

“Qualifying Transaction” has the meaning ascribed thereto in the recitals

“registration” means a registration of securities under the Securities Act, or a qualification of securities for distribution to the public pursuant to a Canadian Prospectus, or both, as the context may require.

“Registrable Securities” means any Common Shares currently held or hereafter acquired by the Holders, including any Common Shares issuable or issued upon conversion of Proportionate Voting Shares held by any Holder, and any other securities issued or issuable with respect to any such shares by way of share split, share dividend, recapitalization, merger, amalgamation, exchange, consolidation, reorganization, plan of arrangement or similar event or otherwise, but excluding any such Common Shares or any such other securities which are subject to vesting conditions, restrictions or limitations with respect to the exchange, conversion or exercise thereof or the entitlement to the economic benefits thereof are otherwise restricted by the terms thereof. As to any particular Registrable Securities, (a) if issued in the United States, or in a transaction pursuant to which they are otherwise “restricted securities” within the meaning of Rule 144 under the Securities Act, such securities shall cease to be Registrable Securities when (i) they are sold to the public either pursuant to an effective Registration Statement under the Securities Act or Rule

144 under the Securities Act (or any similar provision then in force under the Securities Act), (ii) they are distributed to the public pursuant to Rule 144 under the Securities Act (or any similar provision then in force under the Securities Act), or (iii) they shall have ceased to be outstanding; and (b) if issued in Canada, or in a transaction pursuant to which they are otherwise subject to any applicable Canadian resale restrictions, such securities shall cease to be Registrable Securities when (i) they are sold to the public pursuant to a Canadian Prospectus; (ii) they are sold pursuant to the prospectus exemption afforded by Section 2.8 of National Instrument 45-102 Resale of Securities of the Canadian Securities Administrators (“NI 45-102”); (iii) they are sold pursuant to the prospectus exemption afforded by Section 2.5 or Section 2.6 of NI 45-102; or (iv) they shall have ceased to be outstanding.

“Registration Statement” means any registration statement of the Corporation under the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post- effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 144” means Rule 144 under the Securities Act or any successor rule thereto. “SEC” means the U.S. Securities and Exchange Commission.

“Securities” has the meaning ascribed thereto in Section 2.10.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Selling Expenses” means all underwriting discounts or selling commissions payable by the Holders attributable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Corporation as provided in Section 2.7.

“Selling Holder Counsel” has the meaning ascribed thereto in Section 2.7.

“Selling Holder Representations” has the meaning ascribed thereto in Section 2.3(a).

“Shareholder Group” means, as applicable, the CMG Group, LCV Group, and the Sponsor Group.

“Shelf Offering” has the meaning ascribed thereto in Section 2.2(b).

“Shelf Registration Statement” has the meaning ascribed thereto in Section 2.2.

“Sponsor Group” means Subversive Capital Sponsor, LLC (“Sponsor”) and its Affiliated Transferees, in each case hereunder acting by affirmative consent of at least a majority of the Registrable Securities held by such Holders.

“Take-Down Notice” has the meaning ascribed thereto in Section 2.2(b).

2. Registration Rights. The Corporation covenants and agrees as follows:

2.1 Non-Shelf Demand Registration.

(a) If at any time after the earlier of (i) 365 days after the closing date of the Qualifying Transaction and (ii) a Qualifying Capital Date (in each case, subject to the applicable provisions in the respective Lock-Up Agreement), the Corporation receives a Demand Notice from the Initiating Holders with the right to deliver a Demand Notice in accordance with Section 2.1(d) that (i) the Corporation file (or confidentially submit in anticipation of filing) (A) a Form S-1 Registration Statement, if the Corporation has previously registered an offering of securities under the Securities Act, (B) a Canadian Long-Form Prospectus in any or all of the provinces and territories of Canada, if the Corporation is then a reporting issuer in any jurisdiction of Canada, or (C) both a Form S-1 Registration Statement and a Canadian Long-Form Prospectus in any or all of the provinces and territories of Canada, if the Corporation has both previously registered an offering of securities under the Securities Act and is then a reporting issuer in any jurisdiction of Canada, or (ii) at any time when the Corporation is eligible to do so, that the Corporation file (A) a Form S-3 Registration Statement, (B) a Canadian Short-Form Prospectus in any or all of the provincesand territories of Canada or (C) both a Form S- 3 Registration Statement and a Canadian Short-Form Prospectus in any or all of the provinces and territories of Canada (provided that any request for the Corporation to file a “shelf” registration statement, including as an automatic shelf registration, shall be subject to Section 2.2(c)), then the Corporation shall (x) promptly (and no later than within five (5) days) after the date such request is given, give written notice thereof to all Holders other than the Initiating Holders and (y) as soon as practicable, and in any event within 90 days after the date the Demand Notice is delivered (in the case of a request for a Form S-1 Registration Statement or a Canadian Long-Form Prospectus) and within 30 days after the date the Demand Notice is delivered (in the case of a request for a Form S-3 Registration Statement or Canadian Short-Form Prospectus) file the applicable Registration Statement (and thereafter use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter, if applicable), and alternatively or additionally file the applicable Canadian Prospectus (and thereafter use its commercially reasonable efforts to obtain a final receipt for such Canadian Prospectus to be issued by the applicable Canadian securities regulatory authorities as soon as practicable thereafter) covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Corporation within 10 days after notice of such Demand Notice was given to the other Holders, and in each case, subject to the limitations of Section 2.3. The Corporation shall not be obligated to file an S-1 Registration Statement if the Corporation is eligible to use Form S-3 and the Corporation elects to file a Form S-3 Registration Statement for such Registrable Securities instead. The Corporation shall not be obligated to file a Canadian Long-Form Prospectus if the Corporation is eligible to file a Canadian Short-Form Prospectus and the Corporation elects to file a Canadian Short-Form Prospectus for such Registrable Securities instead.

If the Initiating Holders intend to distribute the Registrable Securities covered by their Demand Notice by means of an underwritten offering, such Initiating Holders shall so advise the Corporation in the Demand Notice. If an underwritten offering, the underwriter(s) will be selected by the Initiating Holder and shall be subject to the approval of the Corporation, such approval not to be unreasonably withheld, conditioned or delayed.

(b) Notwithstanding the obligations in Sections 2.1(a) or 2.2(b), if, within five Business Days following receipt of a Demand Notice or a Take-Down Notice, the Corporation furnishes to the Initiating Holders thereof a notice stating that, in the good faith judgment of the Corporation’s board of directors after consultation with counsel to the Corporation, it would materially adversely affect the Corporation for such Registration Statement to be filed, to become effective or to remain effective for so long as such Registration Statement otherwise would be required to remain effective, or for such Canadian Prospectus to be used for a distribution of securities, or for such distribution to continue for so long as it otherwise would continue, because such action would (i) materially interfere with a bona fide significant acquisition or other similar significant transaction involving the Corporation or (ii) require premature disclosure of material non-public information (which term, when used in this Agreement, shall include information that is or may become material facts or material changes within the meaning of Canadian securities laws and “privileged information” within the meaning of the Securities Act (Quebec)) that the Corporation has a bona fide business purpose for preserving as confidential (and such information would not otherwise be required to be publicly disclosed by the Corporation at that time in a periodic report to be filed with or furnished to the SEC under the Exchange Act, or publicly disclosed under the continuous disclosure requirements of Canadian securities laws, but for the filing of such Registration Statement or Canadian Prospectus), then the Corporation shall have the right to defer such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than 90 days after the request of the Initiating Holders is given; provided, however, that the Corporation (A) may not invoke this right, together with the right to postpone any registration or Shelf Offering pursuant to Section 2.1(c), more than twice in any 12 month period, (B) shall not register or qualify any securities for its own account or that of any other shareholder during such 90 day period other than an Excluded Registration (so long as any such Excluded Registration does not result in any of the consequences set forth in clauses (i) or (ii) of this Section 2.1(b)) and (C) will otherwise continue with the preparation of the requested registration as provided herein (unless otherwise requested by the Initiating Holder). Any deferral pursuant to this Section 2.1(b) shall expire, and the requested Registration Statement or Canadian Prospectus shall forthwith be filed, if the material non-public information pursuant to the foregoing clause (ii) is disclosed or if the acquisition or transaction pursuant to the foregoing clause (i) is terminated. Any Initiating Holder whose Demand Notice pursuant to Section 2.1(a) or 2.2(c) is deferred pursuant to this Section 2.1(b) or 2.1(c) shall have the right to withdraw such Demand Notice within 30 days after receiving notice of a deferral and, if withdrawn, the Initiating Holders shall not be responsible for any expenses with respect to any registration contemplated by such withdrawn Demand Notice.

(c) Subject to clause (A) of the proviso set forth in Section 2.1(b), the Corporation shall not be obligated to file any Registration Statement or Canadian Prospectus pursuant to Section 2.1(a) or any Prospectus for a Shelf Offering, or Canadian Shelf Prospectus, pursuant to Section 2.2(b) during the period that is 30 days before the Corporation’s good faith estimate of the date of filing of, and ending on a date that is 90 days after the effective date of, a Corporation initiated registration or Canadian Prospectus filing for an underwritten offering of Common Shares or Securities (other than an Excluded Registration); provided that (i) at the time of the delivery of the applicable Demand Notice or Take-Down Notice, the Corporation is actively engaged in preparations specifically for such offering, (ii) the Holders may include Registrable Securities in such offering pursuant to Section 2.4, (iii) the Corporation is actively employing in good faith commercially reasonable efforts to cause such Corporation initiated registration to become effective and (iv) the Corporation will otherwise continue with reasonable preparations related to the requested registration as provided herein (unless otherwise requested by the Initiating Holder). Any deferral pursuant to this Section 2.1(c) shall expire, and the requested Registration Statement or Canadian Prospectus shall forthwith be filed, if the proposed registration or Canadian Prospectus filing by the Corporation under this Section 2.1(c) is abandoned or the filing of the registration statement with respect to such proposed registration, or the filing of the Canadian Prospectus, for the Corporation’s account is delayed by more than 30 days from the time of receipt of the Demand Notice. To effect the deferral pursuant to this Section 2.1(c), the Corporation must, within five Business Days following receipt of a Demand Notice or Take-Down Notice, furnish to the Initiating Holders thereof a notice stating that the Corporation is undertaking at such time an offering as described in the first sentence of this Section 2.1(c).

(d) Limitations on Non-Shelf Demand Notices. In addition to any rights pursuant to Sections 2.2(f) and 2.4, (x) the CMG Group shall have the right to make two (2) Demand Notices in total pursuant to this Section 2.1, (y) the Sponsor Group shall have the right to make one (1) Demand Notice in total pursuant to this Section 2.1 and (z) the LCV Group shall have the right to make one (1) Demand Notice in total pursuant to this Section 2.1; provided that, in each case, a Demand Notice may only be made by such Shareholder Group if the Registrable Securities requested to be registered by such Shareholder Group in such Demand Notice either comprise at least 20% of the Registrable Securities or are reasonably expected to result in aggregate gross cash proceeds in excess of US$75,000,000 or the foreign currency equivalent thereof (without regard to any underwriting discount or commission). No other Holder shall have the right to deliver a Demand Notice pursuant to Section 2.1(a). A Demand Notice shall not be counted as “made” for purposes of this Section 2.1(d): (i) until such time as the applicable Registration Statement has been declared effective by the SEC and remains effective for the period of time required herein or a receipt has been issued by the Canadian securities regulatory authorities for the applicable Canadian Prospectus, and such Canadian Prospectus remains available for use for the period of time required herein, (ii) if the Initiating Holder withdraws its Demand Notice and, except for withdrawn Demand Notices as specified in Section 2.1(b), elects to pay the registration expenses therefor, (iii) the transactions contemplated by the applicable underwriting agreement fail to close (other than due to any act or omission of the Initiating Holder) or (iv) in the case of an underwritten offering, if less than 75% of the Registrable Securities initially requested by the Initiating Holder to be included are not so included pursuant to Section 2.3.

2.2 Shelf Registrations and Take Downs.

(a) The Corporation shall use its commercially reasonable efforts to qualify to be able to register securities on Form S-3 (provided that the foregoing shall not require the Corporation to become an SEC registrant if it has not already done so) and to become eligible to file a Canadian Short-Form Prospectus. At any time after the earlier of (i) 365 days after the closing date of the Qualifying Transaction and (ii) a Qualifying Capital Date (in each case, subject to the applicable provisions in the respective Lock-Up Agreement), at any time following the time when the Corporation is eligible to use a Form S-3 or a Canadian Short-Form Prospectus, an Initiating Holder may use its right to make a Demand Notice under Section 2.1(a) to request that the Corporation file a Registration Statement that is a “shelf” Registration Statement, including as an automatic shelf registration, or to file a Canadian Shelf Prospectus, if eligible to use a Canadian Short- Form Prospectus, providing for the offer and sale of Registrable Securities by the Holders on a delayed or continuous basis as permitted by the Securities Act (in which case the intended method of distribution may be general in nature or contemplate multiple methods of distribution) or the procedures relating to the use of a Canadian Shelf Prospectus under applicable Canadian securities laws (a “Shelf Registration Statement”) or a post-effective amendment to a Shelf Registration Statement to register additional Registrable Securities, or an amendment to a Canadian Shelf Prospectus to qualify additional Registrable Securities, and, in such case, the Corporation shall (x) promptly (and no later than within five Business Days) after the date such request is given, give written notice thereof to all Holders and (y) as soon as practicable, and in any event within 30 days after the date the Initiating Holder makes such request, file the Shelf Registration Statement (or post- effective amendment thereto) or the Canadian Shelf Prospectus (or amendment thereto) covering all Registrable Securities (including an unspecified amount of Registrable Securities) that the requesting Holder(s) requested to be registered and any additional Registrable Securities requested to be included in such registration (or post-effective amendment) by any other Holders, as specified by notice given by each such Holder to the Corporation within 15 days after notice of such request from the Initiating Holder was provided to the other Holders. From and after the initial effectiveness of the Shelf Registration Statement, the Corporation shall, automatically and without any additional request by any Holder to do so, file a new Shelf Registration Statement covering the Registrable Securities from time to time as needed to maintain the effectiveness of any Shelf Registration Statement and keep it available for resales of Registrable Securities pursuant to this Agreement.

(b) At any time after the earlier of (i) 365 days after the closing date of the Qualifying Transaction and (ii) a Qualifying Capital Date (in each case, subject to the applicable provisions in the respective Lock-Up Agreement), at any time that such a Shelf Registration Statement covering Registrable Securities is effective, if a Holder delivers a notice to the Corporation (a “Take-Down Notice”) stating that they intend to sell all or part of their Registrable Securities included on the Shelf Registration Statement or a Canadian Shelf Prospectus (a “Shelf Offering”), then the Corporation shall amend or supplement the

Shelf Registration Statement or Canadian Shelf Prospectus as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, if applicable, the inclusion of Registrable Securities by any other Holders pursuant to Section 2.2(f)); provided that any such Shelf Offering shall not be (i) a Marketed Offering except in accordance with Section 2.2(c) or (ii) an underwritten Shelf Offering (other than an Marketed Offering) except in accordance with Section 2.2(d).

(c) Only an Initiating Holder with the right to deliver a Demand Notice in accordance with Section 2.2(e) may deliver a Take-Down Notice for a Marketed Offering (whether underwritten or not) and such Take-Down Notice shall count as a Demand Notice purposes of Section 2.2(e). The underwriter(s) for such Marketed Offering will be selected by the Initiating Holder and reasonably acceptable to the Corporation, such approval not to be unreasonably withheld, conditioned or delayed.

(d) A Holder may only deliver a Take-Down Notice for an underwritten Shelf Offering (including a block trade or bought deal transaction with one or more underwriters or other third parties but excluding any Marketed Offering) if the Registrable Securities of such Holder (and its related Shareholder Group) in such Take-Down Notice either comprise at least 20% of the Registrable Securities or are reasonably expected to result in aggregate gross cash proceeds in excess of US$75,000,000 or the foreign currency equivalent thereof (without regard to any underwriting discount or commission). For any such underwritten Shelf Offering, the underwriter(s) will be selected by the Holders of a majority of the Registrable Securities to be included in such offering and reasonably acceptable to the Corporation.

(e) Limitations on Shelf Demand Notices. In addition to any rights pursuant to Sections 2.2(f) and 2.4, (x) the CMG Group shall have the right to make two (2) Demand Notices in total pursuant to this Section 2.2, (y) the Sponsor Group shall have the right to make one (1) Demand Notice in total pursuant to this Section 2.2 and (z) the LCV Group shall have the right to make one (1) Demand Notice in total pursuant to this Section 2.2; provided that, in each case, such Demand Notice may only be made by such Shareholder Group if the Registrable Securities included in such Demand Notice either comprise at least 20% of the Registrable Securities or are reasonably expected to result in aggregate gross cash proceeds in excess of US$75,000,000 or the foreign currency equivalent thereof (without regard to any underwriting discount or commission). No other Holder shall have the right to deliver a Demand Notice pursuant to Section 2.2(a) or a Take-Down Notice pursuant to Section 2.2(b). A Demand Notice shall not be counted as “made” for purposes of this Section 2.2(e): (i) if the Shelf Registration Statement (or Prospectus) is not effective for the period of time required for the sale of Registrable Securities covered therein or the Canadian Shelf Prospectus does not remain available for use for the period of time required for the sale of Registrable Securities covered therein, (ii) if the Initiating Holder withdraws its Demand Notice and, except for withdrawn Demand Notices as specified in Section 2.1(b), elects to pay the registration expenses therefor, (iii) the transactions contemplated by the applicable underwriting agreement fail to close (other than as a result of any act or omission of the Initiating Holder) or (iv) in the case of an underwritten Shelf Offering, if less than 75% of the Registrable Securities initially requested by the Initiating Holder to be included are not so included pursuant to Section 2.3.

(f) Piggyback Rights. If any Holder delivers a Take-Down Notice for a Shelf Offering that is underwritten or a Marketed Offering, the Corporation (or the Initiating Holder, at its election) shall also promptly deliver the Take-Down Notice to all other Holders of Registrable Securities included on such Shelf Registration Statement and permit each such other Holder to include its Registrable Securities already included on the Shelf Registration Statement in such Shelf Offering by notifying the Initiating Holder and the Corporation within 48 hours after delivery of the Take-Down Notice to such other Holder (or such shorter period as may be required (as reasonably determined by the Initiating Holders) in connection with an overnight “block trade” or similar transaction); provided that, if the managing underwriter(s) of such Shelf Offering advise the Corporation and the Initiating Holders in writing that the aggregate amount of such securities requested to be included in any offering pursuant to such Take-Down Notice exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering, then the managing underwriter(s) may limit the number of Registrable Securities which would otherwise be included in such Shelf Offeringin the manner as described in Section 2.3.

2.3 Underwritten Offerings.

(a) Notwithstanding anything to the contrary set forth in Section 2.1 or 2.2, in the event there is an underwritten offering pursuant to Section 2.1 or 2.2, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder agreeing to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled to select the applicable underwriters and completing and executing all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder, (ii) such Holder’s power and authority to effect such transfer, (iii) such matters pertaining to such Holder’s compliance with securities laws with respect to the Registrable Securities as may be reasonably requested, (iv) the accuracy of information provided by such Holder, (v) lack of consents or approvals required for Holder to perform its obligations, (vi) lack of association or affiliation with any member firm of FINRA and (vii) any other customary selling shareholder representations and warranties (the “Selling Holder Representations”); provided further that any obligation of such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net amount received by such Holder from the sale of its Registrable Securities pursuant to such registration (which amounts shall include the amount of cash or the fair market value of any assets, including Common Shares, received in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net amounts; provided further still that this Section 2.3(a) shall not require any Holder of Registrable

Securities to agree to any lock up agreement, market standoff agreement or holdback agreement other than those permitted by Section 2.10. Subject to the foregoing, all Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Corporation, as provided in Section 2.5(g)) enter into an underwriting agreement in customary form with the underwriter(s) selected for suchunderwriting.

(b) If the managing underwriter(s) advise(s) the Corporation and the Initiating Holders in writing that the aggregate amount of such securities requested to be included in any offering pursuant to this Section 2.3 exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering, then the Corporation shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holder, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each selling Holder (and its related Shareholder Group) or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities held by Persons (other than securities to be sold by the Corporation) that are not Holders are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Corporation or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, unless otherwise approved by the Initiating Holder, in no event shall the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Corporation) are first entirely excluded from the offering.

(c) In any underwritten offering pursuant to Sections 2.1 or 2.2, the price, underwriting discounts and other financial terms for the Registrable Securities shall be determined by the Person with the right to select the underwriters for such offering (and subject to the approval of any other Person hereunder with approval rights over such selection).

2.4 Corporation Registration and Piggyback Rights.

(a) If at any time after the earlier of (i) 365 days after the closing date of the Qualifying Transaction and (ii) a Qualifying Capital Date (in each case, subject to the applicable provisions in the respective Lock-Up Agreement), the Corporation proposes to register (including, for this purpose, a registration effected by the Corporation for shareholders other than the Holders) any of its Common Shares or other shares of the Corporation under the Securities Act in connection with the public offering of such securities (other than in an Excluded Registration), or to qualify any securities for distribution to the public pursuant to a Canadian Prospectus (other than in an Excluded Registration), the Corporation shall, at such time, at least five (5) days prior to the date a registration statement is filed with the SEC, or a Canadian Prospectus is filed with Canadian securities regulatory authorities, give each Holder notice of such registration or prospectus filing (a “Piggyback Notice”), which notice shall specify, to the extent

known by the Corporation at such time and permissible under applicable laws: (i) the number of Common Shares and any other securities to be registered or qualified; (ii) the date that the Corporation intends to file for registration or qualification of such Common Shares or any other securities; (iii) the name of the managing underwriter(s); (iv) the means of distribution of the securities; and (v) a good faith estimate of the maximum offer price. Upon the request of any Holder given within 10 days after such Piggyback Notice is given by the Corporation, the Corporation shall, subject to the provisions of Section 2.3, cause to be registered or qualified all of the Registrable Securities that each such Holder has requested to be included in such registration or qualification. The Corporation shall have the right to terminate or withdraw any registration or qualification initiated by it under this Section 2.4 before the effective date of such registration or qualification, whether or not any Holder has elected to include Registrable Securities in such registration or qualification. Each Holder shall have the right to withdraw its request for inclusion at any time before the effective date of such registration or qualification. The expenses of such withdrawn registration or qualification shall be borne by the Corporation in accordance with Section 2.7.

(b) If the Corporation receives a bought deal letter relating to a distribution, the Corporation shall give each Holder such notice as is practicable under the circumstances given the speed and urgency with which bought deals are currently carried out in common market practice of its rights to participate thereunder and the Holder shall have 24 hours from the time the Corporation notifies them (to provide the Piggy-Back Notice referred to in Section 2.4(a)).

(c) The underwriter(s) in any offering pursuant to Section 2.4(a) will be selected by the Corporation. The right of any Holder to include such Holder’s Registrable Securities in such registration or qualification shall be conditioned upon such Holder agreeing to sell its Registrable Securities on the basis provided in the underwriting arrangements approved by the Corporation and completing and executing all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no such Holder shall be required to make any representations or warranties in connection with any such registration or qualification other than the Selling Holder Representations; provided further that any obligation of such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net amount received by such Holder from the sale of its Registrable Securities pursuant to such registration or qualification (which amounts shall include the amount of cash or the fair market value of any assets, including Common Shares, received in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net amounts; provided further still that this Section 2.4(b) shall not require any Holder of Registrable Securities to agree to any lock up agreement, market standoff agreement or holdback agreement other than those permitted by Section 2.10. Subject to the foregoing, all Holders proposing to distribute their securities through such underwriting shall (together with the Corporation) enter into an underwriting agreement (and all other ancillary documentation required pursuant thereto by a selling shareholder) in customary form with the underwriter(s) selected for such underwriting.

(d) Notwithstanding any other provision of this Section 2.4, if the managing underwriter(s) advise(s) the Corporation in writing that the aggregate amount of such securities requested to be included in any offering pursuant to this Section 2.4 exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering, then the Corporation shall advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holder, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each selling Holder (and its related Shareholder Group) or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities held by Persons (other than securities sold by the Corporation) that are not Holders are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Corporation or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.

2.5 Obligations of the Corporation. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible:

(a) in the case of a registration requiring the filing of a Form S-1 Registration Statement or a Form S-3 Registration Statement, prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter and keep such Registration Statement effective for a period of up to 180 days (with respect to a Registration Statement pursuant to Section 2.1) or, if earlier, until the distribution of all Registrable Securities contemplated in the Registration Statement has been completed; provided that before filing a Registration Statement or any amendments or supplements thereto, the Corporation shall furnish or otherwise make available to the holders of the Registrable Securities covered by such Registration Statement or Prospectus, their counsel and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein;

(b) in the case of a registration requiring the filing of a Canadian Prospectus, prepare and file with the applicable Canadian securities regulatory authorities a Canadian Prospectus with respect to such Registrable Securities and use its commercially reasonable efforts to cause a final receipt for such Canadian Prospectus to be issued by such Canadian securities regulatory authorities as soon as practicable

thereafter and keep such Canadian Prospectus available for a period of up to 180 days (with respect to a Canadian Prospectus pursuant to Section 2.1) or, if earlier, until the distribution of all Registrable Securities contemplated in the Canadian Prospectus has been completed; provided that before filing a Canadian Prospectus or any amendments or supplements thereto the Corporation shall furnish or otherwise make available to the holders of the Registrable Securities covered by such Canadian Prospectus, their counsel and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the Canadian securities regulatory authorities, and, if requested by such counsel, provide such counsel reasonable opportunityto participate in the preparation of such Canadian Prospectus and such other opportunities to conduct a due diligence investigation (it being recognized that selling security holders shall not have the benefit of any “due diligence” defense under Canadian securities laws if selling securities pursuant to a Canadian Prospectus), including reasonable access to the Corporation’s books and records, officers, accountants and other advisors;

(c) in the case of a registration requiring the filing of a Form S-1 Registration Statement or a Form S-3 Registration Statement, prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such Registration Statement, and the Prospectus and prospectus supplements used in connection with such Registration Statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such Registration Statement; provided that the Corporation shall furnish to and afford Selling Holder Counsel a reasonable opportunity to review and comment on all documents (including any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case, at least three days prior to such filing);

(d) in the case of a registration requiring the filing of a Canadian Prospectus, prepare and file with the Canadian securities regulatory authorities such amendments and supplements to such Canadian Prospectus and prospectus supplements used in connection with such Canadian Prospectus, as may be necessary to comply with the applicable requirements of Canadian securities laws in order to enable the disposition of all securities qualified by such Canadian Prospectus; provided that the Corporation shall furnish to and afford Selling Holder Counsel a reasonable opportunity to review and comment on all documents (including any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case, at least three days prior to such filing);

(e) furnish without charge to the selling Holders such numbers of copies of a Prospectus or Canadian Prospectus, including a preliminary prospectus or a supplemental prospectus, as required by the Securities Act or the requirements of Canadian securities laws, or as reasonably requested by the Holders, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

(f) use its commercially reasonable efforts to register and qualify (or

exempt from registration or qualification) the securities covered by such Registration Statement under such other securities or blue-sky laws of such jurisdictions other than Canada as shall be reasonably requested by the selling Holders and to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement and to take any other action that may be necessary or advisable to enable such holders of Registrable Securities to consummate the disposition of such Registrable Securities in such jurisdiction; provided that the Corporation shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions (other than the States of New York and California), unless the Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(g) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form as determined by the Person with the right to select the underwriters for such offering (and subject to the approval of any other Person hereunder with approval rights over such selection, such approval not to be unreasonably withheld or delayed), including a customary “lock-up” or “market stand-off” agreement in favor of the underwriter(s) of such offering, with the selling Holders and underwriter(s) of such offering, and in connection therewith, (i) make such representations and warranties with respect to the business of the Corporation and its subsidiaries, and the Registration Statement, Prospectus, Canadian Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers in underwritten offerings, and confirm the same if and when requested; (ii) obtain opinions of counsel to the Corporation and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter(s)), addressed to the underwriter(s) covering the matters customarily covered in opinions requested in underwritten offerings in the United States and Canada, as applicable and such other matters as may be reasonably requested by the underwriter(s); (iii) obtain “cold comfort” letters and updates thereof from the independent certified public accountants of the Corporation (and, if necessary, any other independent certified public accountants of any subsidiary of the Corporation or of any business acquired by the Corporation for which financial statements and financial data are, or are required to be, included in the Registration Statement or Canadian Prospectus), addressed to each of the underwriter(s), such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings in the United States and Canada, as applicable; and (iv) such underwriting agreement shall contain indemnification provisions and procedures no less favorable to the selling Holders than those set forth in Section 2.8 (or such other provisions and procedures acceptable to the Initiating Holders), with respect to all parties to be indemnified pursuant to said Section (and each of the foregoing shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder);

(h) cause all such Registrable Securities covered by such Registration Statement or qualified by such Canadian Prospectus to be listed on each securities exchange and trading system (if any) on which similar securities issued by the Corporation are then listed;

(i) cooperate with the selling Holders and the underwriter(s) in connection with any filings required to be made with any self-regulatory organizations;

(j) use its commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement, any “cease trade” order by Canadian securities regulatory authorities with respect to securities of the Corporation, or of any order preventing or suspending the use of a prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment;

(k) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case, not later than the effective date of such registration;

(l) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney or accountant or other agent or advisor retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Corporation and its subsidiaries, and cause the Corporation’s and any of its subsidiaries’ officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement, to conduct a reasonable investigation within the meaning of the Securities Act and to otherwise conduct appropriate due diligence in connection therewith; provided that any such Person gaining access to such information regarding the Corporation pursuant to this clause shall keep such information confidential, unless (i) such Person has received advice from its counsel that it is legally compelled or required to disclose such information to comply with applicable law, rule, regulation or legal process or Governmental Authority or self- regulatory body request; (ii) such information was or becomes generally available to the public other than as a result of a breach by such Person of this Agreement or any other agreement to which it is a party, (iii) such information was or becomes available to such Person from a source other than the Corporation or its representatives (provided that such source is not known by such Person (after reasonable inquiry) to be bound by a legal, fiduciary or contractual obligation of confidentiality with respect to such information) or (iv) such information is independently developed by such Person without the use of or reference to any such information;

(m) make generally available to its shareholders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than the time prescribed under Regulation S-X (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts

underwritten offering and (ii) if not sold to underwriter(s) in such an offering, commencing on the first day of the first fiscal quarter of the Corporation after the effectiveness of a registration statement, which statements shall cover said 12 month periods;

(n) if requested by the managing underwriter(s) or any selling Holder to be included in such registration in connection with any sale pursuant to a Registration Statement, promptly incorporate in a Prospectus supplement or amendment, or amendment or supplement to a Canadian Prospectus, such information relating to such underwriting as the managing underwriter(s) or such selling Holder reasonably requests to be included therein; and make all required filings of such Prospectus supplement or amendment, or amendments or supplement to a Canadian Prospectus as soon as practicable after being notified of the matters incorporated therein;

(o) in connection with any sale pursuant to a registration, cooperate with the selling Holders of Registrable Securities to be included in such registration and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates or evidence of book entry entitlements (in either case, not bearing any restrictive legends) representing securities to be sold under such registration, and enable such securities to be in such denominations and registered in such names as the managing underwriter(s), if any, or such selling Holders may request;

(p) upon the occurrence of any event contemplated by Section 2.5(t)(iii), as promptly as practicable prepare a supplement or amendment to the Registration Statement or Canadian Prospectus, or a supplement to the related Prospectus or Canadian Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and such Canadian Prospectus will contain full, true and plain disclosure of all material facts relating to the Registrable Securities, and will not contain any “misrepresentation” within the meaning of Canadian securities laws;

(q) enter into such agreements and take such other appropriate actions as are customary and reasonably necessary to complete the disposition of such Registrable Securities;

(r) in connection with an underwritten offering, cause the executive officers of the Corporation to provide reasonable cooperation in any offering of Registrable Securities hereunder, including participation in “road shows,” meetings and other communications with potential investors and preparation of materials for such investors and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto to the extent determined by the underwriter(s) to be reasonably necessary;

(s) notify in writing each selling Holder, promptly after the Corporation receives notice thereof, of the time when such Registration Statement has been declared or has become effective or a supplement to any prospectus forming a part of such Registration Statement has been filed, and of the time when a receipt has been issued for such Canadian Prospectus by the Canadian securities regulatory authorities, or an amendment or supplement to such Canadian Prospectus has been filed;

(t) notify in writing each selling Holder promptly (i) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or the issuance of any “cease trade” order by any Canadian securities regulatory authority with respect to the Registrable Securities, (ii) of the receipt by the Corporation of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Securities for offer or sale in any jurisdiction, and (iii) if the Corporation becomes aware of the happening of any event that makes any statement made in such Registration Statement or related prospectus, such Canadian Prospectus or any document incorporated or deemed to be incorporated therein by reference, untrue in any material respect or that requires the making of any changes in such Registration Statement, prospectus, Canadian Prospectus or documents so that, (x) in the case of such Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that (y) in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and that (z) in the case of the Canadian Prospectus, it will constitute full, true and plain disclosure of all material facts relating to the Registrable Securities, and will not contain any “misrepresentation” within the meaning of Canadian securities laws; and

(u) after such Registration Statement becomes effective or after a receipt has been issued for such Canadian Prospectus, promptly notify each selling Holder of any request by the SEC or by any Canadian securities regulatory authority that the Corporation amend or supplement such Registration Statement or prospectus, or such Canadian Prospectus.

2.6 Furnish Information. In connection with any Registration Statement or Canadian Prospectus in which a seller of Registrable Securities is participating pursuant to this Section 2, each such seller shall furnish to the Corporation such written information and affidavits regarding such seller, the Registrable Securities and the intended distribution thereof as the Corporation reasonably requests for use in connection with any such Registration Statement or prospectus, or such Canadian Prospectus, and as shall be reasonably required in connection with any registration required in connection with this Section 2.

2.7 Expenses of Registration. All fees and expenses (other than Selling Expenses) incurred by the Corporation in connection with each registration, filing, or qualification pursuant to Section 2, including all registration, filing, and qualification fees

and expenses; fees and expenses of compliance with state securities or blue sky laws; printers’ and accounting fees (including the costs of printing certificates (if and to the extent necessary) for the Registrable Securities in a form eligible for deposit with clearing agencies, printing prospectuses, and printing or preparing any underwriting agreement, agreement among underwriters and related syndicate or selling group agreements, pricing agreements and blue sky memoranda); fees and disbursements of counsel for the Corporation; fees and disbursements of all independent certified public accountants for the Corporation and its subsidiaries (including the expenses of any (i) “cold comfort” letters required by or incident to such performance or (ii) audits incident to or required by such registration); all expenses and costs of any roadshow or investor meetings (including all travel, meals and lodging for all roadshow participants) and the fees, expenses and costs of any public relations, investor relations or other consultants retained in connection with any road show or investor meetings; printing expenses; the fees and expenses incurred in connection with the quotation or listing of the Registrable Securities on any securities exchange or automated securities quotation system; the fees and expenses associated with any offering-related liability insurance if the Corporation so obtains or if the underwriters so require; all of the Corporation’s internal expenses (including all salaries and expenses of its officers and employees performing any duties in connection with such registration or offering); the reasonable fees and disbursements of one Canadian counsel for the selling Holders selected by the Initiating Holders and one U.S. counsel for the selling Holders selected by the Initiating Holders with respect to such registration, qualification or filing (together, the “Selling Holder Counsel”); and all underwriters’ fees and expenses (excluding discounts, commissions, or fees attributable to the sale of the Registrable Securities), shall be borne and paid by the Corporation; provided, however, that the Corporation shall not be required to pay for any registration proceeding begun pursuant to a Demand Notice if the Initiating Holder thereof subsequently withdraws such Demand Notice (in which case the Initiating Holder shall bear such costs), unless (i) such withdrawal is notified to the Corporation by the Initiating Holder prior to the termination of any deferral or postponement period pursuant to Sections 2.1(b) or 2.1(c), (ii) the Initiating Holder agrees to forfeit its right to make one Demand Notice, (iii) such withdrawal is a result of the transactions contemplated by the applicable underwriting agreement failing to close (other than as a result of fault of the Initiating Holder), (iv) at the time of such withdrawal there has been a material adverse change in the condition, business, or prospects of the Corporation or a material adverse change in the financial markets generally or (v) a Demand Notice is not deemed to be counted as “made” pursuant to any section of this Agreement. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

2.8 Indemnification. If any Registrable Securities are included in a Registration Statement or Canadian Prospectus under this Section 2:

(a) The Corporation shall, without limitation as to time and to the fullest extent permitted by applicable law, indemnify and hold harmless each selling Holder, any Affiliate of such Holder and their respective members, managers, officers, directors, employees, agents, shareholders, equity holders or partners; legal counsel and

accountants for each such Holder; any underwriter (as defined in the Securities Act or as defined under Canadian securities laws, if applicable) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act; and the members, managers, officers, directors, employees, agents, shareholders, equity holders or partners of each such controlling Person (each, an “Indemnified Person”), against any Damages (including, without limitation, Damages resulting from, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, Canadian Prospectus, or any amendment or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in the light of the circumstances under which they were made) not misleading), and the Corporation will pay to each Indemnified Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any Claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement set forth in this Section 2.8 shall not apply to amounts paid in settlement of any such Claim or proceeding if such settlement is effected without the consent of the Corporation, which consent shall not be unreasonably withheld, conditioned or delayed, nor shall the Corporation be liable for any Damages to the extent that they arise out of or are based upon statements or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Indemnified Person expressly for use in connection with such Registration Statement, Prospectus, Canadian Prospectus or amendment or supplement thereto (and not later rescinded, revoked or corrected by such Indemnified Person).

(b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Corporation, and each of its directors, each of its officers who has signed the registration statement or a prospectus certificate contained in a Canadian Prospectus, its employees, its agents, each Person (if any) who controls the Corporation within the meaning of the Securities Act, legal counsel and accountants for the Corporation, any underwriter (as defined in the Securities Act or under Canadian securities laws, if applicable), any other Holder selling securities in such registration statement or Canadian Prospectus, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case, only to the extent that such Damages arise out of or are based upon statements or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such Registration Statement, Prospectus, Canadian Prospectus or amendment or supplement thereto (and not later rescinded, revoked, revised or corrected by such Holder); and each such selling Holder will pay to the Corporation and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement set forth in this Section 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld, conditioned or delayed; provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Sections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses incurred in connection therewith by such Holder).

(c) Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any Claim (including any Claim by a Governmental Authority) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a Claim in respect thereof is to be made against any indemnifying party under this Section 2.8, give the indemnifying party notice of the commencement thereof; provided, however, that the delay or failure to so notify the indemnifying party shall not relieve the indemnifying party from any obligation or liability except to the extent that the indemnifying party has been materially prejudiced by such delay or failure. The indemnifying party shall have the right to participate in such Claim and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to participate in the defense thereof and for each indemnification claim hereunder to retain one separate counsel in each relevant jurisdiction, with the fees and expenses to be paid by the indemnifying party, if (i) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such Claim, (ii) the indemnifying party does not elect to assume the defense thereof as provided above, or (iii) a mutually satisfactory counsel is not agreed upon as provided above.

(d) To provide for just and equitable contribution to joint liability under the Securities Act and under the provisions relating to liability for misrepresentations under Canadian securities laws, in any Claim in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but it is determined by a final non-appealable ruling of a court of competent jurisdiction that such indemnification may not be enforced in such case (or is otherwise insufficient to hold such party harmless), notwithstanding the fact that this Section 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act or applicable Canadian securities laws may be required on the part of any party hereto for which indemnification is provided under this Section 2.8, then, and, in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) (i) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, or provides a lesser sum to the indemnified party than the amount hereinafter calculated in this clause (ii), in such proportion as is appropriate not only to reflect the relative fault of the indemnifying party and the indemnified party, respectively, but also the relative benefits received by the indemnifying party and the indemnified party from the offering of Registrable Securities (taking into account the portion of the proceeds of the offering realized by each such

party) as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (A) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder (net of any Selling Expenses incurred in connection therewith) pursuant to such Registration Statement or Canadian Prospectus, and (B) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act or within the meaning of applicable Canadian laws) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; provided further that in no event shall a Holder’s liability pursuant to this Section 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Section 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses incurred in connection therewith by such Holder). The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.8(d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.8(d). If indemnification is available under this Section 2.8, the indemnifying parties shall indemnify each indemnified party to the fullest extent provided in Sections 2.8 and 2.8(b) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this Section 2.8(d) subject, in the case of the Holders, to the limits set forth in Section 2.8(b).

(e) Unless otherwise expressly superseded by an underwriting agreement entered into in connection with an underwritten public offering, the obligations of the Corporation and Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a registration under Section 2, and otherwise shall survive the termination of this Agreement.

2.9 Reports Under Exchange Act. With a view to making available to the Holders the benefits of Rule 144 under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Corporation to the public without registration or pursuant to a registration on Form S-3, the Corporation shall:

(a) make and keep available adequate current public information, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the registration statement filed by the Corporation under the Securities Act for an initial public offering in the United States, or the registration of the Common Shares under the Exchange Act (either event, a “US Registration”);

(b) reasonably cooperate with the Holders in any reasonable request by such Holders that the transfer agent for the Corporation register the Registrable

Securities in the name of Cede & Co., as nominee of the Depositary Trust Company, or in the name of the applicable nominee of The Canadian Depository for Securities Limited with book entry credits in the name of the Holder or its nominee or authorized broker;

(c) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Corporation under the Exchange Act and to file with applicable Canadian securities regulatory authorities in a timely manner all reports and other documents required of the Corporation under the continuous disclosure requirements of applicable Canadian securities laws (at any time after the Corporation has become subject to such reporting requirements);

(d) (i) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (A) to the extent accurate, a written statement by the Corporation that it has complied with the reporting requirements of Rule 144 under the Securities Act (at any time after a US Registration), the Exchange Act (at any time after a US Registration), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Corporation so qualifies); and (B) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC or applicable Canadian securities laws that permits the selling of any such securities without registration (at any time after the Corporation has become subject to the reporting requirements under the Exchange Act), without qualification pursuant to a Canadian Prospectus (at any time after the Corporation has become a reporting issuer in any province or territory of Canada) or pursuant to Form S-3 (at any time after the Corporation so qualifies to use such form); and (ii) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith, but in any event within five days following the receipt of a lawful and contractually permitted request therefor, unlegended share certificates in connection with sales of Registrable Securities by a Holder pursuant to Rule 144 under the Securities Act, or furnish to the Corporation’s transfer agent an opinion of counsel that such unlegended share certificates may be issued.

2.10 Lock-Up Agreement. In the case of any underwritten offering (whether pursuant to a US Registration, a Demand Notice, any Shelf Offering or any Corporation initiated registration pursuant to Section 2.4), each Holder (whether or not such Holder elected to include Registrable Securities in such Registration Statement or Canadian Prospectus) hereby agrees that, if requested (pursuant to a written notice) by the managing underwriter(s) in such offering, it will not, without the prior written consent of such managing underwriter(s), during the period commencing on the date of the final prospectus (or any prospectus supplement) and, in the case of a US Registration, the date that is 180 days after the date of the final prospectus or, in the case of any other underwritten offering, the date that is 90 days after the date of the final prospectus or prospectus supplement, or, in each case, such lesser period as agreed by such managing underwriter(s), offer to sell, sell, contract to sell, 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 Holder or any controlled affiliate of the Holder or any person in privity with the Holder or any controlled affiliate of the Holder), directly or

indirectly, including the public filing (or participation in the public filing) of a registration statement with the Securities and Exchange Commission, or a prospectus with any securities commission or securities regulatory authority in any province or territory of Canada, in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect to, any shares in the capital of the Corporation or any securities convertible into, or exercisable or exchangeable for such shares (collectively, “Securities”), or publicly announce an intention to effect any such transaction (including, for certainty, engaging in any hedging or other transactions designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any Securities, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the Holder), in each case, subject to certain exceptions to the foregoing restrictions which will be set out in a “lock-up” agreement that is on substantially the same terms and conditions as the Lock-up Agreement; provided that, in the case of (a) transfers of Registrable Securities as a bona fide gift or gifts for the purpose of estate planning, (b) dispositions, transfers or distributions of Registrable Securities to Affiliated Transferees or (c) dispositions, transfers or distributions of Registrable Securities by will or intestate succession upon the death of the Holder, each donee, distributee or transferee, as applicable, complies with clause (b) of Section 3.1; and provided, further, that in the case of any registration pursuant to Section 2.4, this Section 2.10 shall be applicable to the Holders only if each other Holder and all directors and executive officers of the Corporation have also entered into substantially similar agreements (and in the case of any other registration the Corporation uses its commercially reasonable efforts to cause the directors and executive officers of the Corporation to enter into similar agreements) and a Holder shall be released from its obligations hereunder to the extent that any other Holder is released. The Initiating Holder (or, in the case of any registration under Section 2.4, the Corporation) shall be responsible for negotiating all “lock-up” agreements (to be reasonably acceptable to the Corporation, such approval not to be unreasonably withheld or delayed) with the underwriters in connection with such registration that are consistent in all material respects with this Section 2.10 or that are necessary to give further effect thereto and the Holders agree to execute the form so negotiated. The Corporation agrees to use its commercially reasonable efforts to obtain from each holder of restricted Securities or Securities subject to resale restrictions under applicable Canadian securities laws (other than the Holders and the directors and executive officers of the Corporation) its agreement not to effect any transaction prohibited by this Section 2.10 during the period set forth in this Section 2.10.

2.11 Alternative IPO Entities. In the event that the Corporation elects to effect an underwritten registered offering of equity securities of any subsidiary or parent of the Corporation (collectively, “Alternative IPO Entities”) rather than the equity securities of the Corporation, whether as a result of a reorganization of the Corporation or otherwise, the Holders and the Corporation shall cause the Alternative IPO Entity to enter into an agreement with the Holders that provides the Holders with registration rights with respect to the equity securities of the Alternative IPO Entity that are substantially the same as, and in any event no less favorable in the aggregate to, the registration rights provided to the Holders in this Agreement.

2.12 Termination of Demand Rights. The right of any Holder to make a Demand Notice shall terminate upon the first date on which the number of Common Shares (including any Common Shares issuable upon conversion of Proportionate Voting Shares) owned by such Holder that qualifies as Registrable Securities represents less than 1% of the number of the then-outstanding Common Shares and Proportionate Voting Shares. The right of any Holder to request inclusion of Registrable Securities in any registration or Shelf Offering pursuant to Section 2 shall terminate upon the date on which such Holder ceases to beneficially own any Registrable Securities.

3. Miscellaneous

3.1 Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) (x) by a Holder to a transferee of Registrable Securities that is an Affiliated Transferee or any other transferee of at least 5% of the total Registrable Securities held by such Holder as of the date hereof or (y) by a Holder to a lender acquiring or disposing of Registrable Securities pursuant to an exercise of remedies in connection with a pledge of such Registrable Securities; provided, however, that in each case (a) the Corporation is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred, (b) such transferee agrees in a written instrument substantially in the form attached as Exhibit B hereto delivered to the Corporation to be bound by and subject to the terms and conditions of this Agreement and (c) in the case of any transfer or distribution pursuant to clause (x), such transfer is permitted by or effected in conformity with the Corporation’s then-current organizational documents and any shareholders, equity holders, investor or similar agreements. In connection with any transfer by a Holder of Registrable Securities to an Affiliated Transferee or any other transferee of at least 5% of the total outstanding Registrable Securities held by such Holder as of the date hereof where such transfer is for less than the entire amount of its Registrable Securities, other than any transfer as contemplated in clause (y) of the immediately preceding sentence, such Holder of Registrable Securities may elect to continue to control the rights hereunder but shall be entitled to include such transferee in any elections it makes under Section 2. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. In the event the Corporation merges into, consolidates with, sells substantially all of its assets to or otherwise becomes an Affiliate of a Person pursuant to a transaction or series of related transactions in which the Holders receive equity securities of such Person (or of any Affiliate of such Person) in exchange for Common Shares held by such Holders, all of the rights of the Holders set forth in this Agreement shall continue in full force and effect and shall apply to the Person the equity securities of which are received by such Holders pursuant to such transaction or series of related transactions, in each case, unless otherwise agreed by the holders of a majority of the Registrable Securities. The Corporation agrees that the Corporation shall not enter into any agreement that has the effect set forth in the first clause of the preceding sentence unless such Person agrees to be bound by the foregoing provision. Nothing in this Agreement, express or implied, is

intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

3.2 Rights of Third Parties. This Agreement is not intended to confer any right or remedy hereunder upon any Person other than (a) each of the parties hereto and their respective successors and permitted assigns and (b) the indemnified parties referred to in Section 2.8, all of whom are intended to be third party beneficiaries thereof.

3.3 Governing Law; Consent to Jurisdiction; WAIVER OF JURY TRIAL. This Agreement is governed by and will be interpreted and construed in accordance with the laws of the State of Delaware. Any action arising out of or under this Agreement, any other document, instrument or agreement contemplated herein or delivered pursuant hereto, or the transactions contemplated hereby or any of such other documents, instruments or agreements, shall be brought only in the Court of Chancery in New Castle County, Delaware or in the United States District Court for the District of Delaware, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of such courts and agrees that venue in Delaware is proper. To the extent permitted by applicable law, final judgment against a party (a certified copy of which shall be conclusive evidence of the fact and of the amount of any indebtedness of such party hereunder) in any such legal action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on an unsatisfied judgment or similar proceeding. Each of the parties hereby irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise, in any legal action or proceeding, any defense or any Claim that it is not personally subject to the jurisdiction of the above-named Delaware courts for any reason, including claims that such party may be immune from the above-described legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, or otherwise), or that such proceeding is brought in an inconvenient or otherwise improper forum or that this Agreement or any of the other aforementioned documents, instruments or agreements, or the subject matter hereof or thereof, may not be enforced in or by such courts, or that the same are governed by the laws of a jurisdiction other than Delaware. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 3.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND SHALL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 3.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

3.4 Counterparts/Electronic Signatures. This Agreement may be executed in any number of counterparts and/or by electronic means, each of which shall be deemed an original but all of which together shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.

3.5 Headings. The headings and captions in this Agreement are for purposes of reference only and shall not be construed to limit or affect the substance of this Agreement.

3.6 Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by prepaid mail, by electronic mail or by delivery as hereafter provided. Any such notice or other communication, if mailed by prepaid mail at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, shall be deemed to have been received on the fourth Business Day after the post-marked date thereof, or if sent by electronic mail, shall be deemed to have been received when sent unless the sender receives a “bounce back” or similar indication that the email was not delivered to the recipient, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address shall also be governed by this Section 3.6. In the event of a general discontinuance of postal service due to strike, lock-out or otherwise, notices or other communications shall be delivered by hand or sent by electronic mail and shall be deemed to have been received in accordance with this Section 3.6. Notices and other communications shall be addressed to the respective addresses set forth herein or, as applicable, to the principal office of the Corporation and to the attention of the general counsel or chief legal officer, in each case, of the Corporation.

if to Caliva, to:

CMG Partners, Inc.

1500 Leigh Ave

San Jose, CA 95125

Attention: Dennis O’Malley

Email: Dennis@gocaliva.com

with copies (which shall not constitute notice) to:

Benesch, Friedlander, Coplan & Aronoff LLP

71 South Whacker Drive

Suite 1600

Chicago, IL 60606

Attention: William E. Doran

Email: wdoran@beneschlaw.com

and

Bennett Jones LLP

3400 One First Canadian Place

Toronto, ON M5X 1A4

Attention: Curtis Cusinato

Email: cusinatoc@bennettjones.com

If to Sponsor, to:

Subversive Capital Sponsor LLC

135 Grand Street, 2^nd Floor

New York, NY 10013

Attention: Leland Hensch

Email: leland@subversivecapital.com

with copies (which shall not constitute notice) to:

Paul Hastings LLP

200 Park Avenue

New York, NY 10166

Attention: Barry A. Brooks

Email: barrybrooks@paulhastings.com

and

Blake, Cassels & Graydon LLP

199 Bay Street

Suite 4000, Commerce Court West

Toronto ON M5L 1A9

Attention: Jeff Glass; Norbert Knutel

Email: jeff.glass@blakes.com

norbert.knutel@blakes.com

If to LCV, to:

Left Coast Ventures, Inc.

975 Corporate Center Parkway, Suite 120

Santa Rosa, CA 95407

Attention: Brett Cummings and Judith Schyimmer

Email: brett@leftcoastventures.us and judith@leftcoastventures.us

with copies (which shall not constitute notice) to:

Cooley LLP

1700 Seventh Avenue, Suite 1900

Seattle, WA 98101-1355

Attention: John Robertson and Laura Medina

Email: jrobertson@cooley.com and lmedina@cooley.com

The failure to send or deliver a copy of a notice or other communication to the referred to counsel, as the case may be, shall not invalidate any notice given under this Section 3.6.

3.7 Amendments. This Agreement may be amended, modified, supplemented or restated, and any provisions of this Agreement may be waived, with the approval of the Corporation and the Holders holding two-thirds of the Registrable Securities then outstanding and covered hereby; provided that any such amendment, modification, supplement, restatement or waiver that by its terms adversely affects (other than in any de minimis respects) the rights of a Holder shall not be effective as to such Holder without the consent of such Holder. Except as provided in the immediately preceding sentence, any amendment, termination, or waiver effected in accordance with this Section 3.7 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. The Corporation shall send to each Holder a copy of any amendment, modification, supplement, restatement or waiver to this Agreement.

3.8 Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, the invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if the invalid or unenforceable provision were omitted. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so more narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

3.9 Aggregation of Securities. All shares of Registrable Securities held or acquired by Affiliated Transferees or any other member of the applicable Shareholder Group of a Holder shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated Persons may apportion such rights as among themselves in any manner they deem appropriate.

3.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties related to such matters. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The parties have not relied and are not relying on any other information, discussion or understanding in entering into this Agreement.

3.11 Delays or Omissions. No delay or omission to exercise any right,

power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

3.12 No Conflicting or Preferential Rights. The Corporation shall not (a) grant any other Person (i) any registration rights that conflict with or are equal to or more favorable in any respect than the registration rights provided herein to the Initiating Holders or (ii) any piggy-back registration rights that provide for a right to include in any registration or offering any Common Shares or other Securities other than after all Registrable Securities being sold by the Holders, in each case, unless otherwise agreed by the Corporation and Holders holding two-thirds of the Registrable Securities then outstanding or (b) enter into any registration rights agreement with any prospective holder of any Securities which does not expressly provide that the Initiating Holders in this Agreement have priority over such new holders of Securities in any subsequent registration statement. Without limiting the foregoing, if, after the date hereof, the Corporation grants to any such Person any type of registration rights, the Corporation shall cause such Person to comply with the restrictions under Section 2.10 as if such Person was a Holder hereunder.

3.13 Specific Performance. The parties hereto recognize and agree that money damages would be insufficient to compensate the Holders of any Registrable Securities for breaches by the Corporation of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof will be available in the event of any such breach.

3.14 Actions and Approvals by the Groups. Whenever this Agreement requires the approval or consent of the CMG Group, the Sponsor Group, or the LCV Group, such requirement shall be deemed to be satisfied if the approval or consent of the Shareholders Representative under the Caliva Agreement, the Sponsor, or the Shareholders Representative under the LCV Agreement, respectively, shall have been obtained (or by such substitute Person notified by such Shareholder to the Corporations in accordance with the terms hereof).

3.15 Exchange Rate. For all purposes under this Agreement, the rate of exchange for conversion of U.S. dollars into foreign currency shall be based on the daily average exchange rate published by the Bank of Canada.

* * * * *

IN WITNESS WHEREOF, the parties have executed and delivered this Registration Rights Agreement on the date specified above.


CORPORATION:

SUBVERSIVE CAPITAL ACQUISITION CORP.



By:
		Name:
		Title:


HOLDERS:

[ ]



By:
		Name:
		Title:

EXHIBIT D

SPONSOR LOCK-UP AND FORFEITURE AGREEMENT

This LOCKUP AND FORFEITURE AGREEMENT (this “Agreement”) is entered into as of [●], 2020, by and between Subversive Capital Acquisition Corp. (the “Corporation”), Subversive Capital Sponsor LLC (the “Sponsor”), Michael Auerbach and Leland Hensch (the “Individual Founders”), CMG Partners Inc. (“Caliva”), and Left Coast Ventures Inc. (“LCV”).

WHEREAS the Individual Founders through the Sponsor, collectively own a number of Class B Shares of the Corporation which, following the closing of a Qualifying Transaction (as defined below) would correspond to a number of common shares of the Corporation (the “Common Share”) equal to 11,926,548 Common Shares (such shares, whether in the form of Class B Shares, Proportionate Voting Shares or Common Shares, the “Founders’ Shares”);

WHEREAS, the Sponsor owns warrants (each, a “Warrant” and collectively, the “Sponsor Warrants” and together with the Founders’ Shares, the “Subject Shares”) to purchase 7,087,500 Class A restricted voting shares of the Corporation (each, a “Class A Restricted Voting Share”);

WHEREAS, the Corporation has entered into definitive agreements with each of Caliva (the “Caliva Agreement”) and LCV (the “LCV Agreement”, and together with the Caliva Agreement, the “Transaction Agreements”) pursuant to which the Corporation shall acquire, directly or indirectly, all of the equity of Caliva and LCV;

WHEREAS, the acquisition of Caliva and LCV will constitute the “qualifying transaction” of the Corporation (the “Qualifying Transaction”) as more fully described in the Prospectus (as defined below);

WHEREAS, in connection with the consummation of the Qualifying Transaction, all Class B Shares shall be converted into Proportionate Voting Shares and all Warrants shall become exercisable for Common Shares rather than Class A Restricted Voting Shares; and

WHEREAS, Sponsor and the Individual Founders have agreed to the restrictions set forth in this Agreement for the benefit of Caliva and LCV.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for good and valuable consideration, the sufficiency of which is acknowledged and agreed, the parties to this Agreement hereby agree as follows.

Certain Defined Terms. In addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:

(a)

“Exchange” means the Neo Exchange Inc., or any successor, assign or replacement exchange on which any of the Corporation’s securities are listed from time to time.

(b)

“Person” includes any individual, corporation, company, partnership, association, joint venture, trust, unincorporated association, governing or governmental authority.

(c)

“PIPE Transaction” means any treasury offering of subscription receipts of the Corporation on a brokered or non-brokered private placement basis, whereby each such subscription receipt will entitle the holder thereof to ultimately receive one Common Share on or around the closing date of the Qualifying Transaction.

(d)

“PIPE Transferred Shares” means the number of Common Shares that corresponds or are otherwise equivalent to the number of the Founders’ Shares transferred by the Sponsor for no consideration to any non-affiliated purchaser participant in the PIPE Transaction.

(e)

“Prospectus” means the non-offering prospectus of the Corporation dated November [ ], 2020, of the Corporation.

(f)

“Proportionate Voting Shares” means the proportionate voting shares of the Corporation, as further described in the Prospectus.

(g)

“Trading Price Measurement Period” means the period beginning on the closing date of the Qualifying Transactions and ending on the third anniversary of the closing date of the Qualifying Transactions.

(h)

“Transfer” means, in respect of securities, (i) the sale, offer to sell, contract or agreement to sell, gifting, assignment, hypothecation, pledge, granting any option to purchase or otherwise disposing of or agreeing to dispose of, directly or indirectly, filing (or participate in the filing of) a registration statement with any Governmental Authority or establishing or increasing a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to any securities or any beneficial interest therein, or (ii) the entering into of any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities or any beneficial interest therein.

(i)

“VWAP” means, as of any date of determination, the volume weighted average price per share of the Common Shares on the Exchange for the period of the twenty (20) consecutive trading days prior to such date of determination, as reported by Bloomberg Financial L.P.

Capitalized terms used herein but not defined have the meanings ascribed thereto in the Prospectus. Unless otherwise specified, all dollar amounts are expressed in United States dollars and references to “$” are to United States dollars.

Transfer Restrictions. The Sponsor and each of the Individual Founders hereby undertakes and agrees not to Transfer any of the Subject Shares (or any Proportionate Voting Shares or Common Shares into which such Subject Shares may hereafter be converted or exchanged), for a period of 6 months following the closing date of the Qualifying Transaction (the “Lock-up Period”). Notwithstanding the provisions set forth in this Section 2, the Sponsor and the Individual Founders may Transfer Subject Shares (or any Proportionate Voting Shares or Common Shares into which such Subject Shares may hereafter be converted or exchanged) during the Lock-up Period (a) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity, or to a charitable organization; (b) in the case of an individual, by will, other testamentary document or virtue of laws of descent and distribution upon

death of the individual; (c) in the case of an individual, pursuant to a qualified domestic relations order; (d) in the case of an entity, to any partner, member, or affiliate of the Sponsor or Individual Founder; or (e) where such Common Shares were acquired in open market transactions following the closing date of the Qualifying Transaction (as defined in the Transaction Agreements); provided, however, that in the case of clauses (a) through (d) these permitted transferees (“Permitted Transferees”) must first enter into a written agreement with the Company agreeing to be bound by the transfer and forfeiture restrictions in this Section 2, Section 3 and Section 4.

Founders’ Shares Vesting and Forfeiture.

(a)

In addition to Section 2, the Sponsor (and any Permitted Transferee) agrees not to (and the Individual Founders agree not to cause or permit Sponsor or any Permitted Transferees to) Transfer Founders’ Shares that correspond or are otherwise equivalent to a number of Common Shares equal to (i) 5,750,020 Common Shares less (ii) fifty (50%) of the PIPE Transferred Shares (such Founders’ Shares, the “Vesting Shares”), other than pursuant to any of the exceptions set forth in Section 2, following the closing date of the Qualifying Transaction unless and until such shares become vested in accordance with the following vesting schedule:

(i)

One-third of the Vesting Shares shall become vested and no longer subject to the restrictions on Transfer in this Section 3 upon the VWAP equaling or exceeding $13.00 during the Trading Price Measurement Period;

(ii)

One-third of the Vesting Shares shall become vested and no longer subject to the restrictions on Transfer in this Section 3 upon the VWAP equaling or exceeding $17.00 during the Trading Price Measurement Period; and

(iii)

One-third of the Vesting Shares shall become vested and no longer subject to the restrictions on Transfer in this Section 3 upon the VWAP equaling or exceeding $21.00 during the Trading Price Measurement Period.

(b)

In the event any of the Vesting Shares have not vested in accordance with the vesting schedule set forth in Section 3(a) by the end of the Trading Price Measurement Period, such shares shall be forfeited to the Corporation.

Sponsor Shares Transaction Agreement Forfeiture. In addition to Section 2, the Sponsor (and any Permitted Transferee) agrees not to (and the Individual Founders agree not to cause or permit Sponsor or any Permitted Transferee to) Transfer Founders’ Shares that correspond or are otherwise equivalent to a number of Common Shares equal to (i) 3,929,327 Common Shares, less (ii) thirty five (35%) of the PIPE Transferred Shares (such Founders’ Shares, the “Financing Shares”), other than pursuant to any of the exceptions set forth in Section 2, following the closing date of the Qualifying Transaction unless and until none of the Maximum Earnout Shares (as defined in the Caliva Agreement) are subject to potential issuance pursuant to Section 2.04(b) of the Caliva Agreement. The Sponsor shall forfeit to the Corporation without consideration, a number of Financing Shares that correspond or are otherwise equivalent to a number of Common Shares equal to the Earnout Consideration (as defined in the Caliva Agreement) issued to Caliva shareholders pursuant to Section 2.04(b)(iii) of the Caliva Agreement. Such

forfeiture shall occur contemporaneously with the issuance of such Earnout Consideration pursuant to Section 2.04(b)(iii) of the Caliva Agreement. Upon final determination of the amount of Earnout Consideration, if any, pursuant to Section 2.04 of the Caliva Agreement, the remaining Financing Shares, if any, not forfeited to the Corporation pursuant hereto shall be released from the restrictions of this Section 4. For the avoidance of doubt, the Financing Shares subject to this Section 4 and the Vesting Shares subject to Section 3 shall be without duplication.

Sponsor SC Reductions Forfeiture. Upon the closing of the Qualifying Transaction, the Sponsor shall forfeit to the Corporation without consideration, a number of Founders’ Shares that correspond or are otherwise equivalent to a number of Common Shares equal to 563,203 Common Shares.

Representations and Warranties. Sponsor, with respect to itself, and the Individual Founders jointly and severally with respect to Sponsor, represents and warrants as follows:

(a)

Organization; Due Authorization. Sponsor is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within Sponsor’s limited liability company or organizational powers and have been duly authorized by all necessary limited liability company actions on the part of Sponsor. Each such Individual Founder has full legal capacity, right and authority to execute and deliver this Agreement, to perform his respective obligations hereunder and to cause the Sponsor to perform its obligations hereunder. This Agreement has been duly executed and delivered by Sponsor and each Individual Founder and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of Sponsor and each Individual Founder, enforceable against Sponsor and each Individual Founder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).

(b)

Ownership. Sponsor is the record and beneficial owner (as defined in the Securities Act) of, and has good title to, all of the Subject Shares and in each case there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Subject Shares (other than transfer restrictions under the Securities Act) affecting any such Subject Shares, other than Liens pursuant to (i) this Agreement, (ii) the Transaction Agreement or (iii) any applicable securities Laws. Except for the Sponsor Warrants to acquire Common Shares, the Founders’ Shares are the only equity securities in the Corporation owned beneficially by each Individual Founder on the date of this Agreement, and none of the Founders’ Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Founders’ Shares, except as provided hereunder. Except for the Sponsor Warrants to acquire Common Shares, such Individual Founder does not hold or

own any rights to acquire (directly or indirectly) any equity securities of the Corporation or any equity securities convertible into, or which can be exchanged for, equity securities of the Corporation.

(c)

No Conflicts. The execution and delivery of this Agreement by an Individual Founder and the Sponsor does not, and the performance by such Individual Founder or Sponsor of his or its obligations hereunder will not, (i) in the case of Sponsor, conflict with or result in a violation of the organizational documents of Sponsor or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any Contract binding upon Sponsor or the Subject Shares) to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by any Individual Founder or Sponsor of its, his or her obligations under this Agreement.

Successors and Assigns. This Agreement shall become binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.

Specific Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the chancery court or any other state or federal court within the State of Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity.

Severability. If any provision of this Agreement shall be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.

10.

Governing Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) will be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements executed and performed entirely within such State.

11.

CONSENT JURISDICTION, VENUE AND SERVICE OF PROCESS.

(a)

THE PARTIES TO THIS AGREEMENT SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS LOCATED IN WILMINGTON, DELAWARE OR THE COURTS OF THE UNITED STATES LOCATED IN WILMINGTON, DELAWARE IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH AND BY THIS AGREEMENT WAIVE, AND AGREE NOT TO ASSERT, ANY DEFENSE IN ANY ACTION

FOR THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH, THAT THEY ARE NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS OR THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION, THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, OR THAT THE VENUE OF THE ACTION IS IMPROPER. SERVICE OF PROCESS WITH RESPECT THERETO MAY BE MADE UPON ANY PARTY TO THIS AGREEMENT BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS AS PROVIDED HEREIN.

(b)

WAIVER OF TRIAL BY JURY. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.

12.

Counterparts. This Agreement may be executed in any number of counterparts (including counterparts by facsimile), and all such counterparts taken together shall be deemed to constitute one and the same instrument.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.


SUBVERSIVE CAPITAL ACQUISITION CORP.



By:


Name:
Title:

SUBVERSIVE CAPITAL SPONSOR LLC



By:


Name:
Title:

CMG PARTNERS INC.



By:


Name:
Title:

LEFT COAST VENTURES INC.



By:


Name:
Title:


Michael Auerbach, an individual


Leland Hensch, an individual

EXHIBIT E

BOARD OF DIRECTORS

Jeff Allen

Michael Auerbach

Carol Bartz

Al Foreman

Leland Hensch

Daniel Neukomm

Desiree Perez

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TRANSACTION AGREEMENT BY AND AMONG SUBVERSIVE CAPITAL ACQUISITION CORP., TPCO CMG MERGER SUB INC., CMG PARTNERS, INC. AND GRHP MANAGEMENT, LLC, AS SHAREHOLDERS’ REPRESENTATIVE DATED AS OF NOVEMBER 24, 2020

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