Voting Support Agreement Sample Contracts

VOTING Support AGREEMENT
Voting Support Agreement • November 21st, 2022 • Maverix Metals Inc. • Gold and silver ores • Ontario

This Agreement between Triple Flag Precious Metals Corp. (“Liberty”), Maverix Metals Inc. (the “Company”), and Valerie Burns (the “Holder” and together with Liberty and the Company, the “Parties” and each a “Party”) is made this 9th day of November, 2022.

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Standard Contracts

December 11, 2017
Voting Support Agreement • January 16th, 2018 • MTY Food Group Inc.
VOTING SUPPORT AGREEMENT
Voting Support Agreement • October 11th, 2019 • Stars Group Inc. • Services-computer programming, data processing, etc. • Ontario

WHEREAS, in connection with an arrangement agreement dated the date hereof, Flutter is proposing to acquire all of the issued and outstanding common shares (the “Stars Shares”) in the capital of The Stars Group Inc. (“Stars”), subject to the terms and conditions set forth in the Arrangement Agreement;

VOTING SUPPORT AGREEMENT
Voting Support Agreement • April 30th, 2019 • Acreage Holdings, Inc. • Retail-miscellaneous retail • British Columbia

WHEREAS, in connection with an arrangement agreement between the Purchaser and Acreage Holdings, Inc. (the “Company”) dated the date hereof (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Arrangement Agreement”), the Company proposes to, among other things, amend the terms of the subordinate voting shares (the “Company Subordinate Voting Shares”), proportionate voting shares (the “Company Proportionate Voting Shares”) and multiple voting shares (the “Company Multiple Voting Shares” and together with the Company Subordinate Voting Shares and the Company Proportionate Voting Shares, the “Company Shares”) in the capital of the Company;

Re: Voting Support Agreement
Voting Support Agreement • May 12th, 2014 • Pni Digital Media Inc • Services-prepackaged software • British Columbia

Staples, Inc. ("Staples") is in discussions with PNI Digital Media Inc. ("PNI") regarding a potential transaction (the "Proposed Transaction") to acquire, pursuant to a plan of arrangement under the Business Corporations Act (British Columbia)(the "BCA"), all of the issued and outstanding common shares (the "PNI Shares") in the capital of PNI. The details of the Proposed Transaction will be set forth in an arrangement agreement (the "Arrangement Agreement") among such parties, a draft of which has been provided to you. Under the Proposed Transaction, shareholders of PNI are expected to receive Cdn$1.70 for each PNI Share.

VOTING SUPPORT AGREEMENT
Voting Support Agreement • December 12th, 2013 • Emergent BioSolutions Inc. • Pharmaceutical preparations • Ontario

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereto agree as follows:

VOTING SUPPORT AGREEMENT
Voting Support Agreement • September 3rd, 2022 • Ontario

NOW THEREFORE, in consideration of the mutual covenants in this Agreement and for other consideration (the receipt and sufficiency of which are hereby acknowledged) the Parties hereto agree as follows:

VOTING SUPPORT AGREEMENT
Voting Support Agreement • October 3rd, 2019 • Ontario

WHEREAS, the Company announced on May 28, 2019 that it has entered into an accommodation agreement with the majority holders of its secured debt, and pursuant to same, agreed to implement a sale and investment solicitation process (the “SISP”);

EX-99.53 54 d909907dex9953.htm EX-99.53 EXECUTION VERSION VOTING SUPPORT AGREEMENT THIS AGREEMENT (the “Agreement”) is made as of June 12, 2014 BETWEEN: AMAYA GAMING GROUP INC., a corporation existing under the laws of the Province of Québec (the...
Voting Support Agreement • May 5th, 2020

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereto agree as follows:

VOTING SUPPORT AGREEMENT
Voting Support Agreement • June 22nd, 2020 • British Columbia

WHEREAS, in connection with a proposal agreement between the Purchaser and Acreage Holdings, Inc. (the “Company”) dated as of the date hereof (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Proposal Agreement”), the Company proposes to, among other things, amend the terms of the subordinate voting shares (the “Company Subordinate Voting Shares”), proportionate voting shares (the “Company Proportionate Voting Shares”) and multiple voting shares (the “Company Multiple Voting Shares” and together with the Company Subordinate Voting Shares and the Company Proportionate Voting Shares, the “Company Shares”) of the Company;

VOTING SUPPORT AGREEMENT
Voting Support Agreement • February 14th, 2022

between Verano Holdings Corp., a corporation existing under the laws of the Province of British Columbia (the "Purchaser"), and the undersigned beneficial owner of the securities listed on Schedule A attached hereto (the "Shareholder").

Re: Voting Support Agreement
Voting Support Agreement • October 10th, 2018

The undersigned understands that JW Opportunities Master Fund, Ltd., JW Partners, LP, Pharmaceutical Opportunities Fund, LP (collectively, the “JW Entities”), Canopy Growth Corporation (“Canopy Growth”), Canopy Rivers Corporation (“Canopy Rivers”) and the Company wish to enter into an arrangement agreement dated as of the date hereof (the “Arrangement Agreement”) contemplating an arrangement of the Company pursuant to Section 182 of the Business Corporations Act (Ontario) (the “Arrangement”), the result of which shall be the reorganization of the capital structure of the Company. The undersigned is the beneficial owner of, or has control or direction over, the number of common shares in the capital of the Company set out on the undersigned’s signature page hereof (collectively, the “Subject Securities”).

VOTING & SUPPORT AGREEMENT
Voting & Support Agreement • January 11th, 2018 • American Midstream Partners, LP • Natural gas transmission • Delaware

VOTING & SUPPORT AGREEMENT, dated as of October 31, 2017 (this “Agreement”), among American Midstream Partners, LP, a Delaware limited partnership (“AMID”), and (i) Southcross Holdings LP, a Delaware limited partnership (“Holdings LP”), (ii) Southcross Holdings GP LLC, a Delaware limited liability company and the general partner of Holdings LP (“Holdings GP”), and (iii) Southcross Holdings Borrower LP, a Delaware limited partnership and an indirect wholly owned subsidiary of Holdings LP (“Holdings Borrower”) (each of Holdings LP, Holdings GP and Holdings Borrower, a “Southcross Holdings Party” and together, the “Southcross Holdings Parties”).

VOTING SUPPORT AGREEMENT
Voting Support Agreement • December 21st, 2020 • Tilray, Inc. • Medicinal chemicals & botanical products • Delaware

THIS VOTING SUPPORT AGREEMENT (“Agreement”) is dated as of December 15, 2020, by and between Aphria Inc., a corporation existing under the laws of the Province of Ontario, (“Aphria”) and each of the shareholders listed on Exhibit A attached hereto (individually, a “Shareholder” and collectively, the “Shareholders”).

VOTING SUPPORT AGREEMENT
Voting Support Agreement • May 13th, 2021 • British Columbia

THIS VOTING SUPPORT AGREEMENT (“Agreement”) is dated as of May 10, 2021, by and between Trulieve Cannabis Corp., a corporation existing under the laws of the Province of British Columbia, (“Trulieve”) and each of the shareholders listed on Exhibit A attached hereto (individually, a “Shareholder” and collectively, the “Shareholders”).

VOTING SUPPORT AGREEMENT
Voting Support Agreement • November 3rd, 2022 • British Columbia

WHEREAS, in connection with an arrangement agreement between the Purchaser, Canopy and Acreage Holdings, Inc. (the “Company”) dated as of the date hereof (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Arrangement Agreement”), the Purchaser proposes to, among other things, acquire all of the terms Class D subordinate voting shares of the Company (the “Company Floating Shares”);

VOTING SUPPORT AGREEMENT
Voting Support Agreement • March 15th, 2021 • Rogers Communications Inc • Cable & other pay television services • Alberta

SHAW FAMILY LIVING TRUST, a trust existing under the laws of the Province of Alberta, by its trustee, SFLTCo Ltd. (the “Controlling Shareholder”)

GMIN VOTING SUPPORT AGREEMENT
Voting Support Agreement • April 29th, 2024 • Ontario

G MINING VENTURES CORP., a corporation existing under the federal laws of Canada (“GMIN”, and collectively with the Reunion Gold Securityholder, the “Parties”).

REUNION GOLD VOTING SUPPORT AGREEMENT
Voting Support Agreement • April 29th, 2024 • Ontario

REUNION GOLD CORPORATION, a corporation existing under the federal laws of Canada (“Reunion Gold”, and collectively with the GMIN Securityholder, the “Parties”).

VOTING SUPPORT AGREEMENT
Voting Support Agreement • February 29th, 2012 • Mercer International Inc. • Pulp mills • Washington

THIS AGREEMENT is made as of the 8th day of February, 2012 between MERCER INTERNATIONAL INC., a company existing under the laws of the State of Washington (“Mercer”) and IAT Reinsurance Company Ltd. (the “Securityholder”).

VOTING SUPPORT AGREEMENT
Voting Support Agreement • April 27th, 2015 • NovaCopper Inc. • Gold and silver ores • British Columbia

Electrum Strategic Acquisitions II LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Securityholder”)

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VOTING SUPPORT AGREEMENT
Voting Support Agreement • July 9th, 2015 • Ontario

Reference is made to an arrangement agreement dated June 30, 2015 (the “Arrangement Agreement”) between Western Lithium USA Corporation (“Western”) and Lithium Americas Corp. (“LAC”) which contemplates an arrangement involving Western, LAC, and the holders of common shares and special shares of LAC (collectively the “LAC Shares”) pursuant to the Business Corporations Act (Ontario) (the “Arrangement”). All capitalized terms not defined herein shall have the meanings attributed thereto in the Arrangement Agreement.

VOTING SUPPORT AGREEMENT
Voting Support Agreement • November 14th, 2013 • Mitel Networks Corp • Radio & tv broadcasting & communications equipment • Ontario

NOW THEREFORE, in consideration of the mutual covenants in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereto agree as follows:

EX-10.5 6 d627368dex105.htm EX-10.5 VOTING SUPPORT AGREEMENT THIS AGREEMENT is made as of November 10, 2013 BETWEEN: MITEL NETWORKS CORPORATION, a corporation existing under the laws of Canada (“Mitel”) - and - FRANCIS SHEN, an individual resident in...
Voting Support Agreement • May 5th, 2020 • Ontario

SHEN CAPITAL CORPORATION, a corporation existing under the laws of — (“Shen Capital”, and collectively with Francis Shen, the “Securityholders”)

VOTING SUPPORT AGREEMENT
Voting Support Agreement • July 29th, 2022 • Hainan Oriental Jiechuang Investment Partnership (Limited Partnership) • Services-specialty outpatient facilities, nec • Hong Kong

This VOTING SUPPORT AGREEMENT (this “Agreement”), dated as of July 20, 2022 (this “Agreement”), by and among Dr. Zhou Pengwu, a Chinese citizen (National Identification Number: 360302195410010513), Ms. Ding Wenting, a Chinese citizen (National Identification Number: 430302196503071529, together with Dr. Zhou Pengwu, the “Sellers”), Seefar Global Holdings Limited, a company incorporated under the laws of British Virgin Islands (“Seefar”), Pengai Hospital Management Corporation, a company incorporated under the laws of British Virgin Islands (“Pengai”), Shengli Family Limited, a company incorporated under the laws of British Virgin Islands (“Shengli”), Jubilee Set Investments Limited, a company incorporated under the laws of British Virgin Islands (“Jubilee”, together Seefar, Pengai and Shengli, the “Holding Entities”), Hainan Oriental Jiechuang Investment Partnership (Limited Partnership), a company incorporated under the laws of People’s Republic of China (“Jiechuang”) and Australia Wa

VOTING SUPPORT AGREEMENT
Voting Support Agreement • January 21st, 2011 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • Alberta

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by you (the "Securityholder"), and in consideration of the entering into by Petrolifera Petroleum Limited ("TargetCo") and Gran Tierra Energy Inc. ("AcquireCo") of the arrangement agreement (the "Arrangement Agreement") dated the date hereof relating to the proposed acquisition of TargetCo by AcquireCo (the "Arrangement") and providing for, amongst other things, the issuance of 0.1241 of an AcquireCo Share for each TargetCo Share subject to rounding, the Securityholder agrees as follows (unless otherwise defined herein, capitalized terms shall have the meanings ascribed thereto in the Arrangement Agreement):

VOTING SUPPORT AGREEMENT
Voting Support Agreement • November 17th, 2023 • Crescent Point Energy Corp. • Crude petroleum & natural gas • Alberta

WHEREAS, in connection with an arrangement agreement dated the date hereof (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Arrangement Agreement”) between the Purchaser and Hammerhead Energy Inc. (the “Company”), the Purchaser will acquire all of the issued and outstanding Class A common shares in the capital of the Company (the “Company Shares”), subject to the terms and conditions set forth in the Arrangement Agreement;

VOTING SUPPORT AGREEMENT
Voting Support Agreement • August 11th, 2021 • Score Media & Gaming Inc. • Services-miscellaneous amusement & recreation • Ontario

This VOTING SUPPORT AGREEMENT is made and entered into as of this 4th day of August 2021 by and between 1317774 B.C. Ltd., a British Columbia corporation (“Purchaser”), Penn National Gaming, Inc., a Pennsylvania corporation (“Parent”), and Benjamin Levy, an individual resident in the city of Toronto, Ontario and Benjie Levy Family Holdings Inc., an Ontario corporation (collectively, the “Shareholders”). Purchaser, Parent and Shareholders are sometimes referred to in this Agreement as a “party” and collectively as the “parties.”

VOTING Support AGREEMENT
Voting Support Agreement • November 18th, 2022 • Triple Flag Precious Metals Corp. • Mineral royalty traders • Ontario

This Agreement between Triple Flag Precious Metals Corp. (“Liberty”), Maverix Metals Inc. (the “Company”), and Triple Flag Co-Invest Luxembourg Investment Company S.à r.l. (the “Shareholder” and together with Liberty and the Company, the “Parties” and each a “Party”) is made this 9th day of November, 2022.

VOTING SUPPORT AGREEMENT
Voting Support Agreement • June 25th, 2021 • Bank of Commerce Holdings • State commercial banks • Washington

This Voting Support Agreement (the “Agreement”), dated as of June 23, 2021, is entered into by and among Columbia Banking System, Inc., a Washington corporation (“Parent”), Bank of Commerce Holdings, a California corporation (the “Company”), and the member of the board of directors of the Company (the “Company Board”) whose name appears on the signature page hereto (the “Director”).

Contract
Voting Support Agreement • November 2nd, 2021 • TerrAscend Corp. • Ontario

CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

VOTING SUPPORT AGREEMENT
Voting Support Agreement • December 2nd, 2022 • Ontario

Reference is made to an arrangement agreement dated June 30, 2015 (the “Arrangement Agreement”) between Western Lithium USA Corporation (“Western”) and Lithium Americas Corp. (“LAC”) which contemplates an arrangement involving Western, LAC, and the holders of common shares and special shares of LAC (collectively the “LAC Shares”) pursuant to the Business Corporations Act (Ontario) (the “Arrangement”). All capitalized terms not defined herein shall have the meanings attributed thereto in the Arrangement Agreement.

VOTING SUPPORT AGREEMENT
Voting Support Agreement • April 27th, 2015 • NovaCopper Inc. • Gold and silver ores • British Columbia

NOW THEREFORE, in consideration of the mutual covenants in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereto agree as follows:

VOTING SUPPORT AGREEMENT
Voting Support Agreement • January 25th, 2019 • British Columbia

KF BUSINESS VENTURES, LP, a limited partnership with an office in [Redacted – Confidential Information] (the “Securityholder”)

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