REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 29th, 2024 • Gold Flora Corp. • Agricultural production-crops
This Agreement is made pursuant to the Loan Agreement, dated as of the date hereof, between the Company and the Investor (the “Loan Agreement”).
Installment NoteInstallment Note • August 29th, 2024 • Gold Flora Corp. • Agricultural production-crops • Utah
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION OR PROSPECTUS REQUIREMENTS AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND CANADIAN SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS SECURITY.
LOAN AGREEMENTLoan Agreement • August 29th, 2024 • Gold Flora Corp. • Agricultural production-crops • Utah
This Loan Agreement (this “Agreement”) is dated as of August 27, 2024 and is made and entered into between Gold Flora Corporation, a Delaware corporation (the “Company”), and J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”).
PLEDGE AGREEMENTPledge Agreement • August 29th, 2024 • Gold Flora Corp. • Agricultural production-crops • Utah
THIS PLEDGE AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 27, 2024 is executed by Gold Flora, LLC, a California limited liability company (“Gold Flora”), Coastal MergerSub 2, LLC, a California limited liability company (“Coastal”), TPCO US Holding LLC, a Delaware limited liability company (“TPCO”), CMG Partners, Inc., a Delaware corporation (“CMG” and together with Gold Flora, Coastal, and TPCO, individually and collectively, the “Pledgor”), in favor of J.J. ASTOR & CO., a Utah corporation (and together with its successors and assigns, the “Lender”), as administrative, payment and collateral agent for itself, as Lender.
