Form of INDEMNIFICATION And Advancement AGREEMENTIndemnification & Liability • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products
This Indemnification and Advancement Agreement (“Agreement”) is made as of June 28, 2024 by and between Above Food Ingredients Inc. (formerly known as 2510169 Alberta Inc.), a corporation organized under the laws of Alberta, Canada (the “Company”), and ______________, [a member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 28, 2024, is made and entered into by and among Above Food Ingredients Inc., an Alberta corporation (the “Company”) and the direct parent company of Above Food Corp., an Alberta corporation (“Above Food”), Smart Dine, LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under “SPAC Holders” on the signature page(s) hereto (the Sponsor and each such party, a “SPAC Holder,” and, such parties collectively, including the Sponsor, the “SPAC Holders”), and the undersigned parties listed under “Above Food Holders” on the signature page(s) hereto (each such party, an “Above Food Holder,” and, collectively, the “Above Food Holders”). The Sponsor, the other SPAC Holders, the Above Food Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, are each referred to herein as a “Holder,” and, collectively, the
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • New York
STOCK ESCROW AGREEMENT, dated as of February 11, 2021 (the “Agreement”), by and among Bite Acquisition Corp., a Delaware corporation (the “Company”), smart dine, LLC, a Delaware limited liability company (the “Sponsor”), the stockholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such stockholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).
AMENDED & RESTATED WARRANT AGREEMENTWarrant Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • New York
This amended and restated warrant agreement (“Agreement”) is made as of June 28, 2024 by and among Above Food Ingredients Inc., a corporation organized under the laws of Alberta, Canada (the “Company”), Bite Acquisition Corp., a Delaware corporation (“Bite”), Continental Stock Transfer & Trust Company, a limited purpose trust company (“Continental”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (the “Successor Warrant Agent”, also referred to herein as the “Transfer Agent”).
STOCK ESCROW ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTStock Escrow Assignment, Assumption and Amendment Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Minnesota
This STOCK ESCROW ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is entered into as of June 28, 2024 (the “Effective Date”), by and among Bite Acquisition Corp., a Delaware corporation (“Bite”), Above Food Ingredients Inc., a corporation organized under the laws of Alberta, Canada (the “Company”), Smart Dine, LLC, a Delaware limited liability company (the “Sponsor”), Continental Stock Transfer & Trust Company, a New York corporation (“Resigning Escrow Agent”), and Odyssey Transfer and Trust Company, a Minnesota corporation (“Odyssey”).
JOINDER TO REGISTRATION RIGHTS AGREEMENTJoinder to Registration Rights Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • New York
This Joinder (this “Joinder”) to that certain Registration Rights Agreement, dated as of June 19, 2024 (the “Registration Rights Agreement”), by and among Above Food Ingredients Inc., an Alberta corporation (the “Company”), and the direct parent company of Above Food Corp., an Alberta corporation (“Above Food”), Smart Dine, LLC, a Delaware limited liability company (the “Sponsor”), the Above Food Holders (as defined therein), and the undersigned parties listed under the heading “Additional Holder” on the signature page hereto (the “Additional Holder”) is being entered into in connection with (i) that certain Shares Sale and Purchase and Exchange Agreement dated as of June 13, 2024, by and between the Additional Holders, Above Food, and the other parties thereto (the “SPA”) and (ii) the Subscription Agreement dated as of June 13, 2024, by and between the Additional Holder and Above Food (the “Subscription Agreement”). Capitalized terms used but not otherwise defined herein shall have th
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONBusiness Combination Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products
On the Closing Date, Above Food, New Above Food, and Merger Sub, closed the Business Combination Agreement with Bite to consummate the Business Combination (as defined below). New Above Food is a direct, wholly owned subsidiary of Above Food and Merger Sub is a direct, wholly owned subsidiary of New Above Food. The Business Combination Agreement was entered into on April 9, 2023 and amended on March 12, 2024. Defined terms included below have the same meaning as terms defined and included in the registration statement of Above Food Ingredients Inc. on Form F-4 (Registration No: 333-275005), as filed with the SEC under Rule 462(b) under the Securities Act (as amended, the Registration Statement/Proxy Statement”).
Shares Sale and Purchase and Exchange AgreementShares Sale and Purchase and Exchange Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products
a Spanish company, with registered office in Tudela (Navarra), calle Frauca, nº 13, Spain, registered at the Commercial Registry of Navarra at volume 212, sheet 20, page NA-4.525, and with taxpayer identification number B-31227200
NOMINATION RIGHTS AGREEMENTNomination Rights Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Alberta
WHEREAS Above Food Corp. ("Above Food") has entered into a Share Sale and Purchase and Exchange Agreement dated June 13, 2024 pursuant to which Enhol shall sell all of its common stock in Brotalia, S.L.As ("Brotalia") to Above Food (the "Purchase and Sale");
ASSET PURCHASE AGREEMENT BY AND AMONG ARCADIA BIOSCIENCES, INC., ARCADIA WELLNESS, LLC, ABOVE FOOD CORP. AND ABOVE FOOD INGREDIENTS CORP. DATED AS OF MAY 14, 2024 CONTENTSAsset Purchase Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 14, 2024, by and among Arcadia Biosciences, Inc., a Delaware corporation (“Arcadia”), Arcadia Wellness, LLC, a Delaware limited liability company and wholly owned subsidiary of Arcadia (“Wellness”, and together with Arcadia, the “Sellers”), Above Food Corp., a corporation formed under the laws of Saskatchewan (“Parent”), and Above Food Ingredients Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Buyer”).
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Tel-Aviv
This AMENDMENT (the "Amendment") to that certain Asset Purchase Agreement, dated August 28, 2023, by and between NRGene Technologies Ltd., a company incorporated under the laws of the State of Israel, with registered offices at 5 Golda Meir St., Ness Ziona 7403649, Israel ("NRGene IL"), NRGene Canada Inc., a company incorporated under the laws of the Country of Canada, with registered offices at 101-110 Research Drive, Saskatoon, Saskatchewan S7N 3R3, Canada ("NRGene CN" and together with NRGene IL, the “Sellers”), and Above Food Corp., a company incorporated under the laws of the Province of Alberta, with registered offices at 001-2305 Victoria Avenue, Regina, Saskatchewan, S4P 0S7 (the "Purchaser"), and in the form attached hereto as Exhibit A and as amended by both amendments dated December 31, 2023 (the "First and Second Amendments" and the "Purchase Agreement" which includes the First and Second Amendment, accordingly), is made and entered into on June 26, 2024 (the "Effective Dat
LOCK-UP AGREEMENTLock-Up Agreement • July 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products
