CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. SHAREHOLDER SUPPORT AGREEMENT
Exhibit 10.3
***CERTAIN
PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED
FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***]
INDICATES
THAT INFORMATION HAS BEEN REDACTED.
This Shareholder Support Agreement (this “Agreement”), dated as of April 29, 2023, is entered into by and among Bite Acquisition Corp., a Delaware corporation (“SPAC”), Above Food Corp., a corporation organized under the laws of the Province of Saskatchewan, Canada (the “Company”), and certain of the shareholders of the Company whose names appear on the signature pages of this Agreement (collectively, the “Shareholders” and, each, a “Shareholder”). SPAC, the Company and the Shareholders are each referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
WHEREAS, contemporaneously with the execution and delivery of this Agreement, SPAC, 0000000 Alberta Inc., an Alberta corporation and a direct, wholly owned subsidiary of the Company (“TopCo”), Above Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of TopCo (“Merger Sub”), and the Company have entered into a Business Combination Agreement (as may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), dated as of the date hereof, pursuant to which, among other things, (i) the Company will continue from the laws of Saskatchewan to a corporation continued under the laws of the Province of Alberta (the “Continuance”), (ii) pursuant to the Share Exchange, the Company Shareholders will contribute to TopCo all of the issued and outstanding equity of the Company in exchange for newly issued TopCo Common Shares, whereby the Company will become a direct, wholly owned subsidiary of TopCo, and (iii) Merger Sub shall merge with and into SPAC (the “Merger”), with SPAC continuing as the surviving corporation after the Merger, as a result of which SPAC will become a direct, wholly owned subsidiary of TopCo;
WHEREAS, as of the date hereof, each Shareholder is the legal owner or beneficially owns or controls (as such term is defined in the Securities Act (Saskatchewan)) or would be considered to be, if a Shareholder held its shares in the United States, a “beneficial owner” (as such term is used herein, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) (“Ownership”) of, and is entitled to dispose of and vote, the number of common shares of the Company (the “Company Common Shares”, which term shall include any securities of the Company issued in exchange for common shares of the Company in connection with the Continuance) set forth opposite such Shareholder’s name on Schedule 1 of this Agreement (collectively, with respect to each Shareholder, such Shareholder’s “Owned Shares,” and together with (i) any additional Company Common Shares (and any securities convertible into or exercisable or exchangeable for Company Common Shares) in which such Shareholder acquires Ownership after the date hereof, including by purchase, as a result of a stock dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities, (ii) any securities of the Company issued in exchange for the Owned Shares in connection with the Continuance, (iii) any additional Company Common Shares with respect to which such Shareholder has the right to vote through a proxy and (iv) any additional securities of the Company convertible into Company Common Shares with respect to which such Shareholder has the right to vote in connection with the Continuance or the Plan of Arrangement, the “Additional Shares” and together with the Owned Shares, the “Covered Shares”);
WHEREAS, there are no preferred shares of the Company issued and outstanding as of the date of this Agreement; and
WHEREAS, as a condition and inducement to the willingness of SPAC to enter into the Business Combination Agreement, the Company and the Shareholders are entering into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, SPAC, the Company and each Shareholder hereby agree as follows:
(a) when such meeting is held, appear at such meeting or otherwise cause such Shareholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Shareholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by such Shareholder) in favor of the Continuance, the Plan of Arrangement, the adoption of the Business Combination Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Continuance, the Plan of Arrangement and the other transactions contemplated by the Business Combination Agreement;
(c) in any other circumstances upon which a consent or other approval is required under the Company’s articles of incorporation, bylaws or other constating documents (collectively, the “Company’s Governing Documents”), the Business Corporations Act (Alberta) (“ABCA”), the Business Corporations Act (Saskatchewan) (“SBCA”) or otherwise sought with respect to the Business Combination Agreement or the other transactions contemplated by the Business Combination Agreement, vote, consent or approve (or cause to be voted, consented or approved) all of such Shareholder’s Covered Shares held at such time in favor thereof; and
(d) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Shareholder’s Covered Shares against (i) any proposal other than as set out in the Business Combination Agreement or which is required to give effects to the transactions contemplated in the Business Combination Agreement, (ii) any amendment to the Company’s Governing Documents (other than as provided for in the Business Combination Agreement and which may be necessary in respect of form as a result of the Continuance) and any other action, in each case, that would reasonably be expected to (x) impede, interfere with, delay, postpone or adversely affect the Plan of Arrangement or any of the other transactions contemplated by the Business Combination Agreement, (y) result in any condition to the consummation of the transactions set forth in Article IX (Conditions to Obligations) of the Business Combination Agreement not being fulfilled, or (z) result in a breach of any covenant, representation or warranty, or other obligation or agreement of such Shareholder contained in this Agreement and (iii) any other action, agreement or transaction that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Business Combination Agreement or that would reasonably be expected to result in the failure of the transactions contemplated by the Business Combination Agreement from being consummated.
D-2
The obligations of each Shareholder specified in this Section 1 shall apply whether or not the Continuance, the Plan of Arrangement or any action described above is recommended by the Company Board, or the Company Board has previously recommended the Continuance or the Plan of Arrangement but changed such recommendation.
For the avoidance of doubt, except as explicitly set forth in this Section 1, nothing in this Agreement shall limit the right of any Shareholder to vote in favor of, against or abstain with respect to any other matters presented to the shareholders of the Company. Nothing in this Agreement shall obligate any Shareholder to exercise any option or any other right to acquire any Company Common Shares.
(a) Such Shareholder is the registered owner or beneficial owner (within the meaning of the Securities Act (Saskatchewan)) of, and has good, valid and marketable title to or has a valid proxy to vote such shares, such Shareholder’s Covered Shares, free and clear of any Liens (other than as created by this Agreement or the organizational documents of the Company (including, for the purposes hereof, any agreements between or among shareholders of the Company)). Other than the Owned Shares set forth opposite such Shareholder’s name on Schedule 1, such Shareholder does not legally own or beneficially hold any Company Common Shares or any interest therein.
D-3
(b) Such Shareholder in each case except as provided in this Agreement or the Company’s Governing Documents, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to such Shareholder’s Covered Shares, (ii) has not entered into any shareholders’ agreement, voting agreement, voting trust, pooling agreement or similar agreement, understanding or arrangement, or any right or privilege (by Law or contract) capable of becoming any of the foregoing, in each case, and has no knowledge and is not aware of any such foregoing agreement or arrangement in effect with respect to any of such Shareholder’s Covered Shares, in each case, that are inconsistent with, or would interfere with, or prohibit or prevent such Shareholder from satisfying its obligations pursuant to, this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking.
(c) Such Shareholder affirms that (i) if the Shareholder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transaction contemplated hereby, and (ii) if the Shareholder is not a natural person, (A) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, and (B) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Shareholder and, subject to the due execution and delivery of this Agreement by each other Party, constitutes a legally valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws or other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).
(d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under applicable law, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Shareholder from, or to be given by such Shareholder to, or be made by such Shareholder with, any Governmental Authority in connection with the execution, delivery and performance by such Shareholder of this Agreement, the consummation of the transactions contemplated hereby, the Plan of Arrangement or the other transactions contemplated by the Business Combination Agreement.
(e) The execution, delivery and performance of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby, the Plan of Arrangement or the other transactions contemplated by the Business Combination Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Governing Documents of such Shareholder (if such Shareholder is not a natural person), (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Shareholder pursuant to any Contract binding upon such Shareholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 5(d), under any applicable Law to which such Shareholder is subject, or (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Shareholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair such Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Plan of Arrangement or the other transactions contemplated by the Business Combination Agreement.
D-4
(f) There is no action, proceeding or investigation pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder that, (i) in any manner, questions the beneficial or record ownership of such Shareholder’s Covered Shares or the validity of this Agreement, or (ii) before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Agreement.
(g) Such Shareholder has received a copy of and reviewed the Business Combination Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors. Such Shareholder is a sophisticated Shareholder and has adequate information concerning the business and financial condition of SPAC and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Business Combination Agreement and has independently and based on such information as such Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Shareholder acknowledges that (i) SPAC and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement and (ii) the agreements contained herein with respect to the Covered Shares held by such Shareholder are irrevocable.
(h) Such Shareholder understands and acknowledges that SPAC is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Shareholder contained herein.
(i) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which SPAC or the Company is or could be liable in connection with the Business Combination Agreement or this Agreement or any of the respective transactions contemplated hereby or thereby, in each case based upon arrangements made by such Shareholder in his, her or its capacity as a Shareholder or, to the knowledge of such Shareholder, on behalf of such Shareholder in his, her or its capacity as a Shareholder of the Company.
D-5
Such Shareholder shall promptly (and in any event within twenty-four (24) hours) keep SPAC reasonably informed of any material developments with respect to any such inquiry, proposal, offer, request for information or a Business Combination Proposal, an Acquisition Proposal or a Specified Other Transaction (in each case, including any material changes thereto).
Notwithstanding anything in this Agreement to the contrary, (i) such Shareholder shall not be responsible for the actions of the Company or the Company Board (or any committee thereof), any Subsidiary of the Company, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (collectively, the “Company Related Parties”), (ii) such Shareholder makes no representations or warranties with respect to the actions of any of the Company Related Parties, and (iii) any breach by the Company of its obligations under Section 8.6 (Business Combination Proposal, Acquisition Proposals and Specified Other Transactions) of the Business Combination Agreement shall not be considered a breach of this Section 6(a) (it being understood that, for the avoidance of doubt, such Shareholder or his, her or its Representatives shall remain responsible for any breach by such Shareholder or his, her or its Representatives of this Section 6(a)).
(d) Each Shareholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office of the Company.
(a) act in the absolute discretion of the Appointed Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment of, or supplement to, this Agreement, any waiver of any condition under, or right arising out of, this Agreement, and any termination of this Agreement;
(b) in general, do all things and to perform all acts, including negotiating, executing and delivering all agreements, certificates, receipts, instructions, and other instruments, contemplated by, or deemed advisable to complete the transactions contemplated by, this Agreement;
D-6
(c) vote the Covered Shares as contemplated in Section 1 hereof; and
(d) perform its duties and fulfill the obligations of such Shareholder under this Agreement.
The appointment of the Appointed Representative shall be effective as of the date hereunder, and will terminate immediately on the Termination Date. The Appointed Representative shall not be liable for any act done or omitted hereunder as Appointed Representative while acting in good faith and in the exercise of reasonable judgment. Each Shareholder shall severally in equal proportion indemnify the Appointed Representative and hold the Appointed Representative harmless against any loss or expense incurred without negligence or bad faith on the part of the Appointed Representative and arising out of or in connection with the acceptance or administration of their duties hereunder.
D-7
If to the Shareholder:
to the address or email address set forth opposite such Shareholder’s name on Schedule 1, or in the absence of such address or email address being set forth on Schedule 1, the address (including email) set forth in the Company’s books and records,
with a copy (which shall not constitute notice) to:
Xxxxxx & Xxxxxxx LLP
000 Xxxx Xxxxxx, Xxxxx 0000 | |
Houston, Texas 77002 | |
Attention: | Xxxx X. Xxxxxxxx |
Xxxx X. Xxxxx | |
Email: | xxxx.xxxxxxxx@xx.xxx |
xxxx.xxxxx@xx.xxx | |
If to SPAC, to it at: | |
Bite Acquisition Corp. | |
00 Xxxx Xxxxxx, Xx. 00X | |
New York, New York 10004 | |
Attention: | Xxxxxxx Xxxxxx |
Email: | xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx |
with a copy (which shall not constitute notice) to: | |
Xxxxxxxxx Xxxxxxx, LLP Xxx Xxxxxxxxxx Xxxxxx | |
New York, NY 10017 | |
Attention: | Xxxxxxx Xxxxxx |
Xxxxx Xxxxx | |
Email: | xxxxxxx@xxxxx.xxx |
xxxxx.xxxxx@xxxxx.xxx | |
If to the Company: | |
Above Food Corp. | |
000-0000 Xxxxxxxx Xxxxxx | |
Regina, Saskatchewan S4P 0S7, Canada | |
Attention: | Xxxxxx Xxxxxxxx |
E-mail: | xxxxxx@xxxxxxxxx.xxx |
with a copy to (which will not constitute notice): | |
Xxxxxxxx Xxxxxxxxx | |
E-mail: xxxxxxxx@xxxxxxxxx.xxx | |
And to: | |
Xxxxxx & Xxxxxxx LLP | |
000 Xxxx Xxxxxx, Xxxxx 0000 | |
Houston, Texas 77002 | |
Attention: | Xxxx X. Xxxxxxxx |
Xxxx X. Xxxxx | |
Email: | xxxx.xxxxxxxx@xx.xxx |
xxxx.xxxxx@xx.xxx |
D-8
And to: | |
Gowling WLG (Canada) LLP | |
0000, 000 0xx Xxxxxx XX, | |
Calgary, Alberta, T2P 4K9, Canada | |
Attention: | Xxxxxxxx Xxxxxx |
Email: | Xxxxxxxx.Xxxxxx@xxxxxxxxxx.xxx |
17. Governing Law and Venue; Service of Process; Waiver of Jury Trial.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware, except to the extent mandatorily governed by the laws of the Provinces of Alberta or Saskatchewan and the federal laws of Canada applicable therein, including the provisions related to any information circular sent by the Company to the Shareholders, meeting of the Company’s Shareholders and the Plan of Arrangement.
(b) All legal Actions, claims, demands, actions or causes of action arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Actions, claims, demands, actions or causes of action may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the Parties (i) irrevocably and unconditionally submits to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action, claim, demand, action or cause of action arising out of or relating to this Agreement or any of the transactions contemplated hereby brought by any Party, and (ii) agrees not to commence any Action, claim, demand, action or cause of action relating thereto except in the courts described above in Delaware, other than Actions, claims, demands, actions or causes of action in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action claim, demand, action or cause of action against such Party (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any of the transactions contemplated hereby or thereby, (A) any claim that such Party is not personally subject to the jurisdiction of the courts in Delaware as described in this Section 17(b) for any reason, (B) that such Party or such Party’s property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the Action, claim, demand, action or cause of action in any such court is brought against such Party in an inconvenient forum, (y) the venue of such Action, claim, demand, action or cause of action against such Party is improper or (z) this Agreement, or the subject matter hereof, may not be enforced against such Party in or by such courts. Each Party agrees that service of any process, summons, notice or document by registered mail to such Party’s respective address set forth in Section 13 shall be effective service of process for any such Action, claim, demand, action or cause of action.
D-9
(c) THE PARTIES EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING, CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS SPONSOR AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO OR ANY FINANCING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH PROCEEDING, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT SUCH PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17(c).
D-10
D-11
[The remainder of this page is intentionally left blank.]
D-12
BITE ACQUISITION CORP. | |||
By: | /s/ Xxxxxxx Xxxxxx Xxxxxxxx | ||
Name: | Xxxxxxx Xxxxxx Xxxxxxxx | ||
Title: | Chief Executive Officer | ||
ABOVE FOOD CORP. | |||
By: | /s/ Xxxxxx Xxxxxxxx | ||
Name: | Xxxxxx Xxxxxxxx | ||
Title: | President | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | ||
Name: | Xxxxx Xxxxxxxxxxxx | ||
Title: | Director | ||
SHAREHOLDERS: | |||
/s/ Xxxxxx Xxxxxxxx | |||
FOR: 102098422 Saskatchewan Ltd. | |||
Director: Xxxxxx Xxxxxxxx | |||
Common Shares: 1,689,040 | |||
/s/ Xxxxxx Xxxxxx | |||
FOR: ACV Capital Corp. | |||
Director: Xxxxxx Xxxxxx | |||
Common Shares: 7,363,410 | |||
/s/ Xxxxxx Xxxxxx | |||
FOR: Hillcrest Merchant Partners Inc. | |||
Director: Xxxxxx Xxxxxx | |||
Common Shares: 1,611,530 | |||
/s/ Xxxxxx Xxxxxxxx | |||
FOR: Xxxxxxxx Agri Inc. | |||
Director: Xxxxxx Xxxxxxxx | |||
Common Shares: 12,950,000 | |||
/s/ Xxxxxx Xxxxxxxx | |||
FOR: XX Xxxxxxxx Farms Inc. | |||
Director: Xxxxxx Xxxxxxxx | |||
Common Shares: 250,000 |
[Signature Page to Shareholder Support Agreement]
/s/ Xxxxxx Xxxxxxxx | |
Xxxxxx Xxxxxxxx | |
Common Shares: 5,674,370 | |
/s/ Xxxxx Xxxx | |
FOR: Market Power Trade Group Inc. | |
Director: Xxxxx Xxxx | |
Common Shares: 1,611,530 | |
/s/ Xxxxxx Xxxxxxxx | |
FOR: The Larder Inc. | |
Director: Xxxxxx Xxxxxxxx | |
Common Shares: 135,120 | |
/s/ Xxxxx Xxxx | |
Xxxxx Xxxx | |
Common Shares: 9,549,989 | |
/s/ Xxxxx Xxxxxxxxxxxx | |
Xxxxx Xxxxxxxxxxxx | |
Common Shares: 300,000 | |
/s/ Xxx Xxxxxxx | |
Xxx Xxxxxxx | |
Common Shares: 800,005 | |
/s/ Xxxx Xxxxxxxx | |
FOR: DCG Investments Inc. | |
Director: Xxxx Xxxxxxxx | |
Common Shares: 1,750,000 | |
/s/ Xxxxxxx (Xxxx) Xxxx | |
Daoyong (Xxxx) Xxxx | |
Common Shares: 300,000 | |
/s/ Xxxxx Xxxxx | |
FOR: JM Industrial Equipment and Process Corp. | |
Director: Xxxxx Xxxxx | |
Common Shares: 1,149,991 |
[Signature Page to Shareholder Support Agreement]
/s/ Reg Gross | |
Reg Gross | |
Common Shares: 1,235,000 | |
/s/ Reg Gross | |
FOR: G-5 Management Ltd. | |
Director: Xxx Xxxxx | |
Common Shares: 2,015,000 | |
/s/ Xxxxxxx Xxx | |
Xxxxxxx Xxx | |
Common Shares: 107,511 | |
/s/ Xxxxx Xxxxxxxxx | |
FOR: CPG Equity Arizona | |
Name & Title: Xxxxx Xxxxxxxxx | |
Common Shares: 110,969 | |
/s/ Xxxxxxx Xxxxxxxxx | |
FOR: CPG Equity Arizona | |
Name & Title: Xxxxxxx Xxxxxxxxx | |
Common Shares: 125,522 | |
/s/ Xxxxx Xxxxxxxxx | |
Xxxxx Xxxxxxxxx | |
Common Shares: 109,817 | |
/s/ Xxxx Xxxxxxxxx | |
Xxxx Xxxxxxxxx | |
Common Shares: 109,817 | |
/s/ Xxxxx Xxxxx | |
Xxxxx Xxxxx | |
Common Shares: 78,437 | |
/s/ Xxxxxx Xxxxx | |
Xxxxxx Xxxxx | |
Common Shares: 78,437 |
[Signature Page to Shareholder Support Agreement]
/s/ Xxxxxxx Xxxxxxxx | |
Xxxxxxx Xxxxxxxx | |
Common Shares: 947,942 | |
/s/ Xxxxxx Xxxxxxxx | |
Xxxxxx Xxxxxxxx | |
Common Shares: 49,893 | |
/s/ Xxxxxxx Xxxxxx | |
FOR: The Production Board LLC | |
Name & Title: Xxxxxxx Xxxxxx | |
Common Shares: 1,181,570 | |
/s/ Xxxx Xxxx | |
Xxxx Xxxx | |
Common Shares: 900,000 | |
/s/ Xxxx Xxxxxxxx | |
Treasure Island Management | |
Name & Title: Xxxx Xxxxxxxx, President | |
Common Shares: 1,250,000 |
[Signature Page to Shareholder Support Agreement]
Schedule 1
List of Shareholders
Shareholder Name | Shareholder Address | Number of Company Common Shares Owned | ||||
102098422 Saskatchewan Ltd. | [***] | 1,689,040 | ||||
ACV Capital Corp. | [***] | 7,363,410 | ||||
Hillcrest Merchant Partners Inc. | [***] | 1,611,530 | ||||
Xxxxxxxx Agri Inc. | [***] | 12,950,000 | ||||
XX Xxxxxxxx Farms Inc. | [***] | 250,000 | ||||
Xxxxxx Xxxxxxxx | [***] | 5,674,370 | ||||
Market Power Trade Group Inc. | [***] | 1,611,530 | ||||
The Larder Inc. | [***] | 135,120 | ||||
Xxxxx Xxxx | [***] | 9,549,989 | ||||
Xxxxx Xxxxxxxxxxxx | [***] | 300,000 | ||||
Xxx Xxxxxxx | [***] | 800,005 | ||||
DCG Investments Inc. | [***] | 1,750,000 | ||||
Daoyong (Tong) Yang | [***] | 300,000 | ||||
JM Industrial Equipment and Process Corp. | [***] | 1,149,991 | ||||
Xxx Xxxxx | [***] | 1,235,000 | ||||
G-5 Management Ltd. | [***] | 2,015,000 | ||||
Xxxxxxx Xxx | [***] | 107,511 | ||||
CPG Equity Arizona | [***] | 110,969 | ||||
Kalbray Ventures Ltd. | [***] | 125,522 | ||||
Xxxxx Xxxxxxxxx | [***] | 109,817 | ||||
Xxxx Xxxxxxxxx | [***] | 109,817 | ||||
Xxxxx Xxxxx | [***] | 78,437 | ||||
Xxxxxx Xxxxx | [***] | 78,437 | ||||
Xxxxxxx Xxxxxxxx | [***] | 947,942 | ||||
Xxxxxx Xxxxxxxx | [***] | 49,893 | ||||
The Production Board LLC | [***] | 1,181,570 | ||||
Xxxx Xxxx | [***] | 900,000 | ||||
Treasure Island Management Ltd. | [***] | 1,250,000 |