SUBVERSIVE CAPITAL ACQUISITION CORP. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent WARRANT AGENCY AGREEMENT July 16, 2019Warrant Agency Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • Ontario
SUBVERSIVE CAPITAL ACQUISITION CORP., a company incorporated under the laws of the Province of British Columbia (the “Corporation”)
ContractRegistration Rights Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of January 15, 2021, by and among Subversive Capital Acquisition Corp., a special purpose acquisition corporation incorporated and existing under the laws of British Columbia (together with its successors, the “Corporation”), and each of the Persons set forth on the signature pages hereto and identified as a “Holder” hereto, each of which, together with each other person who holds Registrable Securities who may from time to time become bound hereby in accordance with the terms hereof, is referred to in this Agreement as a “Holder”.
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 • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • 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”).
INDEMNITY AGREEMENTIndemnity Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • British Columbia
This Indemnity Agreement (this “Agreement”) is made as of _____________________ between TPCO Holding Corp. (the “Company”), a Company incorporated under the laws of the Province of British Columbia, and ______________________________ (the “Indemnitee”).
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 • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • 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”);
LOCK-UP AGREEMENT July 28, 2021 TPCO Holding Corp. (the “Corporation”) Re: Voluntary Lock-up AgreementLock-Up Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • Ontario
The undersigned (the “Locked-up Party”) is a director or officer of the Corporation. The Locked-up Party has agreed to the restrictions set forth in this agreement for the benefit of the Corporation.
ContractLockup and Forfeiture Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • Delaware
This LOCKUP AND FORFEITURE AGREEMENT (this “Agreement”) is entered into as of January 15, 2021, by and between Subversive Capital Acquisition Corp. (the “Corporation”), Subversive Capital Sponsor LLC (the “Sponsor”), Michael Auerbach and Leland Hensch (the “Individual Founders”), CMG Partners, Inc. (“Caliva”), and Left Coast Ventures, Inc. (“LCV”).
FIRST AMENDMENT TO LETTER AGREEMENT BETWEEN MIKE BATESOLE AND TPCO HOLDING CORP.Letter Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops
This Amendment to the Letter Agreement (“this Amendment”) between Mike Batesole (“Employee” or “You”) and TPCO Holding Corp. (“Employer”), is made as of March 30, 2021 (the “Amendment Effective Date”).
August 10, 2021 Troy DatcherLetter Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • Ontario
This letter agreement (this “Letter Agreement” or “Agreement”) sets forth our binding offer of employment with Employer (or at the option of Employer, an affiliate of Employer) as the Chief Executive Officer of TPCO Holding Corp. upon the terms and conditions set forth in this Letter Agreement.
TPCO HOLDING CORP. RSU AWARD AGREEMENTRsu Award Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • Ontario
This Agreement confirms the award by TPCO Holding Corp. (the “Corporation”) of restricted share units (“RSUs”) which represent the right of the Participant to receive, subject to the satisfaction of certain conditions, common shares in the capital of the Corporation (“Shares”) pursuant to the Corporation’s Equity Incentive Plan established by the Corporation or any successor plan thereto, as such may be amended from time to time in accordance with its terms (the “Plan”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Plan. The Award of RSUs under this Agreement is subject to the terms and conditions of the Plan and to the following specific provisions.
