FIRST AMENDMENT TO UNANIMOUS SHAREHOLDER AGREEMENT
Exhibit 10.18
FIRST AMENDMENT TO
UNANIMOUS SHAREHOLDER AGREEMENT
THIS AMENDING AGREEMENT is made as of this 21 day of December, 2022,
AMONG:
VILLAGE FARMS INTERNATIONAL, INC., a corporation existing under the laws of the Province of Ontario
– and –
10670715 CANADA INC., a corporation formed under the laws of Canada, and 10335258 CANADA INC., a corporation formed under the laws of Canada
– and –
ROSE LIFESCIENCE INC., a corporation formed under the laws of Canada (the “Corporation”)
RECITALS:
NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Amending Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties hereto agree as follows:
at any time following December 31, 2023 but no later than the date that is the earliest of (i) the date of filing of the Village Farms Financial Statements with respect to the previous Fiscal Year, and (ii) March 31, 2024, Village Farms shall be entitled, by Call Right Notice transmitted to any Management Shareholder and the Corporation, to elect to purchase up to thirty-four (34) percent of the
Corporation Securities then held by such Management Shareholder for the Call Right Price; and
Each of the parties represents and warrants as follows:
On and after the date hereof, all references in the USA to “this Agreement” or like expressions shall be deemed to be references to the USA as amended by this Amending Agreement. The parties agree that, except and to the extent expressly amended by this Amending Agreement, the USA shall remain in full force and effect and the parties reserve all rights and remedies under the USA or otherwise. The parties agree and acknowledge that to the extent any terms or provisions of this Amending Agreement are in any way inconsistent with or in conflict with any term, condition or provision of the USA, this Amending Amendment shall govern and control.
Each of the parties shall execute and deliver all such further documents and do such other things as the other parties may reasonably request to give full effect to this Amending Agreement.
If any provision contained in this Amending Agreement or its application to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Amending Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected, and each provision of this Amending Agreement shall be separately valid and enforceable to the fullest extent permitted by law.
This Amending Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors, permitted assigns and heirs, estate, executors and legal personal representatives. No party may assign any of its rights or obligations hereunder except in accordance with the terms of the USA.
This Amending Agreement shall be governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to conflict of law principles.
This Amending Agreement may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.
[Signature page follows]
Exhibit 10.18
IN WITNESS WHEREOF the parties have executed this Amending Agreement.
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ROSE LIFESCIENCES INC. |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx Title: CEO - Rose |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx Xxxxxxx Title: EVP & CFO |
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10670715 CANADA INC. |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx Title: President |
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10335258 CANADA INC. |
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By: |
/s/ Xxxxx Xxxxxxxxx |
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Name: Xxxxx Xxxxxxxxx Title: President |