INDEMNIFICATION AGREEMENTIndemnification Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores
This Indemnification Agreement (“Agreement”) is made and entered into as of this [·] day of [·], 2015, by and between DAVIDsTEA Inc., a federally incorporated Canadian corporation (the “Company”), and [·] (“Indemnitee”).
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores
Share Subscription Agreement dated December 15, 2014 between Rainy Day Investments Ltd. (the “Investor”) and DAVIDsTEA Inc. (the “Corporation”).
EQUITY PARTICIPATION AGREEMENTEquity Participation Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores • Quebec
Equity Participation Agreement made as of the 22nd day of February, 2013 between DavidsTea Inc. (“Corporation”) and Howard Tafler (“Awardholder”).
EQUITY PARTICIPATION AGREEMENTEquity Participation Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores • Quebec
Equity Participation Agreement made as of the 3rd day of March, 2014 between DavidsTea Inc. (“Corporation”) and Emilia Di Raddo (“Awardholder”).
DAVIDSTEA INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT FEBRUARY 24, 2014Investors’ Rights Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores • Quebec
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 24th day of February, 2014, by and among DAVIDsTEA Inc., a Canadian corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, Rainy Day Investments Ltd. and David Segal (individually a “Founder” and collectively the “Founders”) and Capital GVR Inc. (the “Director Investor”).
LEASE AGREEMENTLease Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores
BETWEEN: OLYMBEC DEVELOPMENT (2004) INC., having its head office at 333, Decarie Blvd, 5th Floor, St-Laurent, Quebec H4N 3M9, acting and represented by , duly authorized for the purposes of these presents, Q.S.T.: 1018121341 TQ0001 G. S.T.: 140834946
EQUITY PARTICIPATION AGREEMENTEquity Participation Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores • Quebec
Equity Participation Agreement made as of the 2nd day of June, 2014 between DavidsTea Inc. (“Corporation” or “DTI”) and Sylvain Toutant (“Awardholder”).
STORAGE AGREEMENTStorage Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores • Quebec
DAVIDsTEA INC., a Canadian corporation, represented herein by Pierre Michaud and Tom Folliard, duly authorised by the Corporation’s Board of Directors
Davids Tea Inc. Jody Bessner, Lease AdministratorStorage Agreement Extension • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores
RE: License Agreement ExtensionLicense Agreement Extension • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores
LOAN AGREEMENT with effect as of April 3, 2012.Loan Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores • Quebec
WHEREAS, on the date hereof, the Borrower has repaid an amount of $7,499,999.76 owed under the loan by the issuance in favour of the Lender 1,396,648 Series A Preferred Shares of its share capital;
THIRD AMENDMENT TO THE LEASE RENEWAL OF THE LEASE TERMLease Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores
WHEREAS the Lessor and the Lessee (the “Parties”) entered into a Lease Agreement dated April 28th, 2010, (the “Lease”) the whole with respect to the premises forming part of Lessor’s building known as 5690-5700 Pare Street, Town of Mount-Royal, Province of Quebec (the “Building”), which premises bear civic number 5690 and 5692 Paré, having a rentable area of approximately TWENTY-THREE THOUSAND ONE HUNDRED FIFTY-TWO (23,152) SQUARE FEET (which includes service areas) (the “Initial Premises”);
EQUITY PARTICIPATION AGREEMENTEquity Participation Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores • Quebec
Equity Participation Agreement made as of the 15th day of Dec., 2014 between DavidsTea Inc. (“Corporation”) and David McCreight (“Awardholder”).
MONTH TO MONTH TENANCY AGREEMENTMonth to Month Tenancy Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores • Quebec
This Agreement (the “Agreement”) made this 14th day of February 2011, by and between Le Chateau Inc. a Canadian corporation, having offices at 8300 Decarie, Montreal, Quebec H4P 2P5 (the “Licensor”) and DAVIDs TEA Inc., a Canadian corporation, having offices at 5775A, Ferrier Street, Mont-Royal, Quebec H4P 1N3 (the “Licensee”).
AGREEMENT OF LEASE entered into at the City of Montreal, Province of Quebec, this 22nd day of July, 2013.Lease Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores • Quebec
BETWEEN: S. ROSSY INVESTMENTS INC. a corporation duly incorporated according to law, having offices at 5690 Royalmount Avenue, Town of Mount Royal, Quebec (H4P 1K4), herein acting and represented by Mr. Larry Rossy, its President, duly authorized as he so declares,
DAVIDsTEA INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT FEBRUARY 24, 2014Right of First Refusal and Co-Sale Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores • Quebec
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND COSALE AGREEMENT is made as of the 24th day of February, 2014 by and among DAVIDsTEA Inc., a Canadian corporation (the “Company”), the Investors listed on Schedule A. the Key Holders listed on Schedule B and the Common Shareholders listed on Schedule C.
AGREEMENT OF SUBLEASESublease Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores • Quebec
THIS AGREEMENT OF SUBLEASE (“Agreement”) is made as of this 26th day of April, 2012, by and between Le Château Inc., a Canadian corporation, having offices at 8300 Decarie, Montreal, Quebec H4P 2P5 (Tenant”) and DAVIDSTEA Inc., a Canadian corporation, having offices at 5775A Ferrier, Mount-Royal, Quebec H4P 1N3 (“Subtenant”).
LICENSE AGREEMENTLicense Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores • Ontario
This Agreement (the “Agreement”) made this 18 day of June 2008, by and between Le Château Inc. (the “Licensor”) and DAVIDs TEA INC. (the “Licensee”).
EQUITY PARTICIPATION AGREEMENTEquity Participation Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores • Quebec
Equity Participation Agreement made as of the 22 day of February 2013 between DavidsTea Inc. (“Corporation”) and Luis Borgen (“Awardholder”).
FIRST ADDENDUM TO THE LEASE — ADDITIONAL PREMISES AND RENEWAL OF THE COMBINED PREMISESLease Addendum • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores
WHEREAS the Lessor and the Lessee (the “Parties”) entered into a Lease Agreement dated April 28th, 2010, (the “Lease”) the whole with respect to the premises forming part of Lessor’s building known as 5690-5700 Paré Street, Town of Mount-Royal, Province of Quebec (the “Building”), which premises bear civic number 5690 and 5692 Paré, having a rentable area of approximately TWENTY-THREE THOUSAND ONE HUNDRED FIFTY-TWO (23,152) SQUARE FEET (which includes service areas) and represents 36.76% of the total rentable area of the Building (the “Initial Premises”);
DAVIDsTEA INC. AMENDED AND RESTATED VOTING AGREEMENT FEBRUARY 24, 2014Voting Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores • Quebec
AMENDMENT TO THE AMENDED AND RESTATED VOTING AGREEMENT DATED FEBRUARY 24, 2014Voting Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores
Amending agreement made on December 15, 2014 (the “Agreement”) to the amended and restated voting agreement dated February 24, 2014 (the “Amended and Restated Voting Agreement”) entered into by and among Highland Consumer Fund I Limited Partnership (“Highland I”), Highland Consumer Fund I-B Limited Partnership (“Highland 1-B”), Highland Consumer Entrepreneurs Fund I Limited Partnership (“Highland Entrepreneurs” and, collectively with Highland I and Highland I-B, “Highland”), Whil Concept Inc. (“WilsonCo”), David Segal (“D. Segal”), Rainy Day Investments Ltd. (“Rainy Day”), Capital GVR Inc. (“Capital GVR”), Javier San Juan (“J. San Juan”), Thomas J. Folliard, IV Marital Deduction Trust uad 8/11/2011 (“T. Folliard Trust”), 9222-2116 Québec Inc. (“S. Toutant Holding”) and Mogey Inc. (“Mogey” and, collectively with Highland, WilsonCo, D. Segal, Rainy Day, Capital GVR, J. San Juan, T. Folliard Trust and S. Toutant Holding, the “Shareholders”) and DAVIDsTEA Inc. (the “Company”).
DAVIDsTEA INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores
This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by DavidsTea, Inc. (the “Company”) to the undersigned (the “Participant”) pursuant to and subject to the terms and conditions of the DavidsTea, Inc. 2015 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference. Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
SECOND ADDENDUM TO THE LEASE - SECOND ADDITIONAL PREMISESLease Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores
WHEREAS the Lessor and the Lessee (the “Parties”) entered into a Lease Agreement dated April 28th, 2010, (the “Lease”) the whole with respect to the premises forming part of Lessor’s building known as 5690-5700 Paré Street, Town of Mount-Royal, Province of Quebec (the “Building”), which premises bear civic number 5690 and 5692 Paré, having a rentable area of approximately TWENTY-THREE THOUSAND ONE HUNDRED FIFTY-TWO (23,152) SQUARE FEET (which includes service areas) (the “Initial Premises”);
DAVIDsTEA, INC. NONSTATUTORY STOCK OPTIONNonstatutory Stock Option Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores
This agreement (this “Agreement”) evidences a stock option granted by DavidsTea, Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to and subject to the terms and conditions of the DavidsTea, Inc. 2015 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
EQUITY PARTICIPATION AGREEMENTEquity Participation Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores • Quebec
PERSONAL & CONFIDENTIAL WITHOUT PREJUDICESeverance Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores • Massachusetts
This letter (“Agreement”) is to inform you that, as communicated to you on September 8, 2014, your employment with the Company is terminated, effective on September 8, 2014 due to the Company’s elimination of the Chief Operating Officer role. I would like to thank you for your contribution to the company since your hire in 2012 and wish you the best in your future endeavours.
AMENDMENT TO THE AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT DATED FEBRUARY 24, 2014Right of First Refusal and Co-Sale Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores
Amending agreement made on December 15, 2014 (the “Agreement”) to the amended and restated right of first refusal and co-sale agreement dated February 24, 2014 (the “Amended and Restated Right of First Refusal and Co-Sale Agreement”) entered into by and among Highland Consumer Fund I Limited Partnership (“Highland I”), Highland Consumer Fund I-B Limited Partnership (“Highland I-B”), Highland Consumer Entrepreneurs Fund I Limited Partnership (“Highland Entrepreneurs” and, collectively with Highland I and Highland I-B, “Highland”), Whil Concept Inc. (“WilsonCo”), David Segal (“D. Segal”), Rainy Day Investments Ltd. (“Rainy Day”), Capital GVR Inc. (“Capital GVR”), Javier San Juan (“J. San Juan”), Thomas J. Folliard, IV Marital Deduction Trust uad 8/11/2011 (“T. Folliard Trust”), 9222-2116 Quebec Inc. (“S. Toutant Holding”) and Mogey Inc. (“Mogey” and, collectively with Highland, WilsonCo, D. Segal, Rainy Day, Capital GVR, J. San Juan, T. Folliard Trust and S. Toutant Holding, the “Shareho
AMENDMENT TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT DATED FEBRUARY 24, 2014Investors’ Rights Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores
Amending agreement made on December 15, 2014 (the “Agreement”) to the amended and restated investors’ rights agreement dated February 24, 2014 (the “Amended and Restated Investors’ Rights Agreement”) entered into by and among Highland Consumer Fund I Limited Partnership (“Highland I”), Highland Consumer Fund 1-B Limited Partnership (“Highland 1-8”), Highland Consumer Entrepreneurs Fund I Limited Partnership (“Highland Entrepreneurs” and, collectively with Highland I and Highland I-B, “Highland”), Whil Concept Inc. (“WilsonCo”), David Segal (“D. Segal”), Rainy Day Investments Ltd. (“Rainy Day”), Capital GVR Inc. (“Capital GVR”), Thomas J. Folliard, N Marital Deduction Trust uad 8/11/2011 (“T. Folliard Trust”), 9222-2116 Québec Inc. (“S. Toutant Holding” and, collectively with Highland, WilsonCo, D. Segal, Rainy Day, Capital GVR and T. Folliard Trust, the “Investors”) and DAVIDsTEA Inc. (the “Company”).
RELEASE AND DISCHARGERelease and Discharge Agreement • April 2nd, 2015 • DAVIDsTEA Inc. • Retail-food stores
WHEREAS DAVIDsTEA (USA) Inc. (the “Corporation”) and the undersigned, Jevin Eagle, are parties to an executive employment agreement dated April 9, 2012 (the “Employment Agreement”);
