SUBVERSIVE CAPITAL ACQUISITION CORP. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent WARRANT AGENCY AGREEMENT July 16, 2019Warrant Agency Agreement • August 9th, 2021 • TPCO Holding Corp. • Ontario
SUBVERSIVE CAPITAL ACQUISITION CORP., a company incorporated under the laws of the Province of British Columbia (the “Corporation”)
AGREEMENT AND PLAN OF MERGER BY AND AMONG LEFT COAST VENTURES, INC., LCV HOLDINGS 710, LLC, SISU EXTRACTION, LLC AND JOHN FIGUEIREDO, AS THE REPRESENTATIVE FEBRUARY 21, 2020Merger Agreement • August 9th, 2021 • TPCO Holding Corp. • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 21, 2020 (the “Agreement Date”) by and among Left Coast Ventures, Inc., a Delaware corporation (“Parent”), LCV Holdings 710, LLC, a California limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), Sisu Extraction, LLC, a California limited liability company (the “Company”), and John Figueiredo, an individual, as representative of the Company Members (the “Representative”).
TRANSACTION AGREEMENT BY AND AMONG SUBVERSIVE CAPITAL ACQUISITION CORP., CMG PARTNERS, INC., OG ENTERPRISES BRANDING, INC., AND SC VESSEL 1, LLC AND SC BRANDING, LLC AND DATED AS OF NOVEMBER 24, 2020Transaction Agreement • August 9th, 2021 • TPCO Holding Corp. • Delaware
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”), OG Enterprises Branding, Inc., a Delaware corporation (“OG Enterprises”), CMG Partners, Inc., a Delaware corporation (“Caliva”), SC Vessel 1, LLC, a Delaware limited liability company (“SC Vessel”), and for the purposes of Section 6.04(c) and Article VIII only, SC Branding, LLC, a Delaware limited liability company (“SC Branding”). Subversive, OG Enterprises, Caliva and SC Vessel are each referred to herein as a “Party” and together as the “Parties.”
This NOMINATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 15th day of January, 2021, among: SUBVERSIVE CAPITAL ACQUISITION CORP. (the “Company”); SUBVERSIVE CAPITAL SPONSOR, LLC (the “Sponsor”); and GRHP MANAGEMENT, LLC (the “Shareholders’...Nomination Rights Agreement • August 9th, 2021 • TPCO Holding Corp. • British Columbia
WHEREAS, the Company is party to a Transaction Agreement, dated as of November 24, 2020, among the Company, CMG Partners, Inc., a Delaware corporation (“Caliva”) and the other parties thereto (the “Caliva Transaction Agreement”), pursuant to which a wholly-owned subsidiary of the Company will be merged into Caliva and all outstanding shares of capital stock of Caliva will be converted into common shares of the Company (the “Caliva Transaction”);
TRANSACTION AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SUBVERSIVE CAPITAL ACQUISITION CORP., TPCO LCV MERGER SUB INC., LEFT COAST VENTURES, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC DATED AS OF NOVEMBER 24, 2020Transaction Agreement and Plan of Reorganization • August 9th, 2021 • TPCO Holding Corp. • Delaware
This TRANSACTION AGREEMENT AND PLAN OF REORGANIZATION (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 LCV Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Subversive (“MergerSub”), Left Coast Ventures, Inc., a Delaware corporation (“LCV”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Shareholders’ Representative. Subversive, MergerSub, LCV and the Shareholders’ Representative are each referred to herein as a “Party” and together as the “Parties.”
SECOND AMENDMENT TO LETTER AGREEMENT BETWEEN MIKE BATESOLE AND TPCO HOLDING CORP.Letter Agreement • August 9th, 2021 • TPCO Holding Corp.
This Amendment to the Letter Agreement (“this Amendment”) between Mike Batesole (“Employee” or “You”) and TPCO Holding Corp. (“Employer”), is made as of May 20, 2021 (the “Amendment Effective Date”).
