SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 10th, 2020 • Village Farms International, Inc. • Agricultural production-crops • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2020, between Village Farms International, Inc., a Canadian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • January 30th, 2023 • Village Farms International, Inc. • Agricultural production-crops • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 2023, between Village Farms International, Inc., a corporation continued under the laws of the Province of Ontario (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 10th, 2020 • Village Farms International, Inc. • Agricultural production-crops • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Village Farms International, Inc., a Canadian corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares (the “Shares”) of the Company’s Common Shares, no par value (the “Common Shares”) and (ii) warrants, each to purchase one-half (0.5) Common Shares (the “Warrants” and together with the Shares, the “Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.”). The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchase
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 20th, 2021 • Village Farms International, Inc. • Agricultural production-crops • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 15, 2021, between Village Farms International, Inc., a Canadian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON SHARE PURCHASE WARRANT VILLAGE FARMS INTERNATIONAL, INC.Common Share Purchase • September 10th, 2020 • Village Farms International, Inc. • Agricultural production-crops
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_________________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March [__], 20212 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September [___], 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Village Farms International, Inc., a Canadian corporation (the “Company”), up to [______]common shares, without par value (the “Common Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Securities Purchase Agreement, dated as of September [8], 2020 (the “Subscription Date”) by and between the Company and investors party thereto, (ii) the Company’s Registration Statement on Form S-3 (File
ContractCredit Agreement • May 10th, 2023 • Village Farms International, Inc. • Agricultural production-crops • British Columbia
INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2020 • Village Farms International, Inc. • Agricultural production-crops • Ontario
Beacon Securities Limited (“Beacon” or the “Underwriter”), as lead underwriter and sole bookrunner, hereby offers and agrees to purchase, on an “underwritten deal” basis in the Qualifying Jurisdictions (as defined herein) from Village Farms International, Inc. (the “Company”), and the Company hereby agrees to issue and sell to the Underwriter an aggregate of 3,125,000 common shares (the “Initial Shares”) in the capital of the Company at the purchase price of $3.20 per Initial Share (the “Issue Price”), for aggregate gross proceeds of $10,000,000, upon and subject to the terms and conditions contained herein (the “Offering”). After a reasonable effort has been made to sell all of the Offered Shares at the Issue Price, the Underwriter may subsequently reduce the selling price to investors from time to time, provided that any such reduction in the Issue Price shall not affect the aggregate gross proceeds less Underwriter’s Fees (as defined herein) payable to the Company.
SHAREHOLDERS AGREEMENTShareholders Agreement • April 1st, 2020 • Village Farms International, Inc. • Agricultural production-crops • Ontario
EMERALD HEALTH THERAPEUTICS INC., a corporation existing under the laws of the Province of British Columbia (“Emerald Therapeutics”)
THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT as Lenders - and - BANK OF MONTREAL as Administrative Agent - and - BANK OF MONTREAL as Lead Arranger and Sole Bookrunner FIRST AMENDED AND RESTATED CREDIT AGREEMENT March 30, 2020Credit Agreement • March 16th, 2021 • Village Farms International, Inc. • Agricultural production-crops • British Columbia
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among VILLAGE FARMS INTERNATIONAL, INC., BALANCED HEALTH BOTANICALS, LLC AND THE MEMBERS OF BALANCED HEALTH BOTANICALS, LLC AS SET FORTH ON SCHEDULE A Dated August 16, 2021Membership Interest Purchase Agreement • March 14th, 2022 • Village Farms International, Inc. • Agricultural production-crops • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is entered into on August 16, 2021, by and among Village Farms International, Inc. a Canadian federal corporation (“Buyer”), Balanced Health Botanicals, LLC, a Colorado limited liability company (the “BHB”), and the members of BHB as set forth on Schedule A hereto (each a “Seller” and, collectively, the “Sellers”). Buyer, BHB, and each Seller are referred to collectively herein as the “Parties” and individually as a “Party”. Unless otherwise expressly set forth herein, the capitalized terms used herein shall have the definitions set forth in ARTICLE 9.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 8th, 2023 • Village Farms International, Inc. • Agricultural production-crops • Florida
This Agreement (the “Agreement”) entered into as of this 1st day of September 2023 by and between Village Farms International, Inc. (the “Company”), a corporation incorporated under the Canada Business Corporation Act, and Stephen C. Ruffini (the “Executive”). The Company and Executive are referred to herein collectively as “Parties” and individually as “Party.”
DELTA 2 - OPTION TO LEASE AGREEMENT VILLAGE FARMS INTERNATIONAL, INC. – and – VILLAGE FARMS CANADA LIMITED PARTNERSHIP – and – 1121371 B.C. LTD. – and – EMERALD HEALTH BOTANICALS INC. Dated: June 6, 2017Option to Lease Agreement • December 17th, 2018 • Village Farms International, Inc. • Agricultural production-crops • Ontario
WHEREAS Village Farms is the registered owner of the lands described in Schedule “A” attached hereto (the “Lands”) and VFCLP is the registered owner of the greenhouses and other structures and improvements located on the Lands (the “Greenhouses”);
DELTA 1 - OPTION TO LEASE AGREEMENT VILLAGE FARMS INTERNATIONAL, INC. – and – VILLAGE FARMS CANADA LIMITED PARTNERSHIP – and – 1121371 B.C. LTD. – and – EMERALD HEALTH BOTANICALS INC. Dated: June 6, 2017Option to Lease Agreement • December 17th, 2018 • Village Farms International, Inc. • Agricultural production-crops • Ontario
HEREAS Village Farms is the registered owner of the lands described in Schedule “A” attached hereto (the “Lands”) and VFCLP is the registered owner of the greenhouses and other structures and improvements located on the Lands (the “Greenhouses”);
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 20th, 2021 • Village Farms International, Inc. • Agricultural production-crops • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners and Raymond James (USA) Ltd., each as co-lead placement agent, and Roth Capital Partners, as co-placement agent (each a “Placement Agent” and collectively the “Placement Agents”) and Village Farms International, Inc., a Canadian corporation (the “Company”), that the Placement Agents shall serve as the exclusive lead co-placement agents for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of the Company’s Common Shares, no par value (the “Common Shares” and the Common Shares to be sold pursuant to the Placement, the “Shares” or “Securities”). The Securities actually placed by the Placement Agents are referred to herein as the “Placement Agent Securities”). The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitute
PURE SUNFARMS CORP.Credit Agreement • March 16th, 2021 • Village Farms International, Inc. • Agricultural production-crops • British Columbia
Specific Permitted Liens Intellectual Property Material Agreements Labour Agreements Environmental Matters Litigation
FIRST SUPPLEMENTAL CREDIT AGREEMENTFirst Supplemental Credit Agreement • March 16th, 2021 • Village Farms International, Inc. • Agricultural production-crops
AThe Borrower, the named Lenders and the Agent entered into a first amended and restated credit agreement dated as of March 30, 2020 (the "Credit Agreement'') concerning credit facilities made available by the Lenders to the Borrower as therein defined {the •credit Facilities");
ContractLease Agreement • April 1st, 2020 • Village Farms International, Inc. • Agricultural production-crops • Ontario
Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. Such excluded information has been marked with [Redacted: Commercially Sensitive Information].
Credit AgreementVillage Farms International, Inc. • April 1st, 2020 • Agricultural production-crops • British Columbia
Farm Credit Canada (“FCC” or “us” or "we" or "our") agrees to extend a credit facility to Village Farms Canada Limited Partnership (“you” or “your” or “Borrower”) in the principal amount of $58,000,000USD (the “Loan”).
ContractSettlement Agreement and Mutual Release • April 1st, 2020 • Village Farms International, Inc. • Agricultural production-crops • British Columbia
Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. Such excluded information has been marked with [Redacted: Commercially Sensitive Information].
PERSONAL & CONFIDENTIALEmployment Agreement • May 10th, 2023 • Village Farms International, Inc. • Agricultural production-crops
As you know, you are party to an employment agreement with Village Farms International, Inc. (the “Company”), dated as of June 1, 2020 (the “Employment Agreement”). By signing this letter agreement (this “Amendment”), you and the Company mutually agree to amend the Employment Agreement as set forth herein, effective as of April 5, 2023 (the “Effective Date”). All capitalized terms used but not defined herein will have the meanings set forth in the Employment Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2022 • Village Farms International, Inc. • Agricultural production-crops • Florida
This Agreement (the “Agreement”) entered as of this 1st day of May 2021, (the “Effective Date”) by and between Village Farms, L.P., a Delaware limited partnership (the “Partnership”); and Orville Bovenschen (the “Employee”). The Partnership and the Employee are referred to herein collectively as “Parties” and individually as “Party.”
SHARE PURCHASE AGREEMENT by and among VILLAGE FARMS INTERNATIONAL, INC. and ROSE LIFESCIENCE INC. and THE SHAREHOLDERS OF ROSE LIFESCIENCE INC. dated as of November 15, 2021Share Purchase Agreement • November 19th, 2021 • Village Farms International, Inc. • Agricultural production-crops
This Share Purchase Agreement is entered into as of the 15th day of November, 2021 by and among (a) Village Farms International, Inc., a Canadian corporation (the “Purchaser”), (b) Rose LifeScience Inc., a Canadian corporation (the “Corporation”) and (c) each Person set out in Exhibit A hereto (“Sellers”).
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • January 30th, 2023 • Village Farms International, Inc. • Agricultural production-crops • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“AGP”) as co-lead placement agent, and Cantor Fitzgerald & Co. (“Cantor”) as co-lead placement agent (each of AGP and Cantor a “Placement Agent” and collectively the “Placement Agents”) and Village Farms International, Inc., a corporation continued under the laws of the Province of Ontario (the “Company”), that the Placement Agents shall serve as the exclusive co-placement agents for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of the Company’s Common Shares, no par value (the “Common Shares” and the Common Shares to be sold pursuant to the Placement, the “Shares”) and warrants to purchase Common Shares (the “Warrants” and together and the Shares, the “Securities”).
LEAK-OUT AGREEMENTLeak-Out Agreement • September 10th, 2020 • Village Farms International, Inc. • Agricultural production-crops
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between Village Farms International, Inc., a Canadian corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT among VILLAGE FARMS INTERNATIONAL, INC. (“ParentCo”) and VF OPERATIONS CANADA INC. (“VF Opco”) and MICHAEL DEGIGLIO, ALBERT VANZEYST AND KENNETH HOLLANDER and certain related entities (the “VF Owners”)...Securityholders’ Agreement • April 1st, 2020 • Village Farms International, Inc. • Agricultural production-crops • New York
This Amended and Restated Securityholders’ Agreement is made as of the 31st day of December, 2009 among Village Farms International, Inc., a Canadian corporation (formerly known as Hot House Growers Inc. and Village Farms Canada Inc.) (“ParentCo”), VF Operations Canada Inc., a Canadian corporation (“VF Opco”) and the VF Owners (as defined below).
BDC LOAN AGREEMENT (DEMAND, NON-REVOLVING)BDC Loan Agreement • March 16th, 2021 • Village Farms International, Inc. • Agricultural production-crops • British Columbia
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:
FIRST AMENDMENT TO UNANIMOUS SHAREHOLDER AGREEMENTUnanimous Shareholder Agreement • March 9th, 2023 • Village Farms International, Inc. • Agricultural production-crops
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2023 • Village Farms International, Inc. • Agricultural production-crops • Florida
This Employment Agreement (the “Agreement”) is entered into by and between Village Farms, L.P., LLC, a Delaware limited partnership (the “Company”); and Ann Gillin Lefever (the “Executive”) effective February 7, 2022 (the “Effective Date”). The Company and the Executive are referred to herein collectively as “Parties” and individually as “Party.”
PURE SUNFARMS CORP. as BorrowerAssignment and Assumption • March 19th, 2021 • Village Farms International, Inc. • Agricultural production-crops • British Columbia
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2023 • Village Farms International, Inc. • Agricultural production-crops • British Columbia
UNANIMOUS SHAREHOLDER AGREEMENTUnanimous Shareholder Agreement • November 19th, 2021 • Village Farms International, Inc. • Agricultural production-crops
[***Redacted – Commercially Sensitive Information***]., a corporation formed under the laws of Canada, and [***Redacted – Commercially Sensitive Information***]a corporation formed under the laws of Canada (each a “Management Shareholder” and, together, the “Management Shareholders”)
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2020 • Village Farms International, Inc. • Agricultural production-crops • Florida
This Agreement (the "Agreement") entered into as of this 1st day of June, 2018, (the "Effective Date") by and between Village Farms, L.P., a Delaware limited partnership (the "Partnership"); and Bret T. Wiley (the "Employee"). The Partnership and the Employee are referred to herein collectively as "Parties" and individually as "Party."
FIRST SUPPLEMENTAL CREDIT AGREEMENTFirst Supplemental Credit Agreement • March 16th, 2021 • Village Farms International, Inc. • Agricultural production-crops
VILLAGE FARMS INTERNATIONAL, INC. as Issuer, as U.S. Trustee and as Canadian Trustee Indenture Dated as of __________Indenture • April 22nd, 2020 • Village Farms International, Inc. • Agricultural production-crops • New York
Form of Lock-Up AgreementVillage Farms International, Inc. • January 30th, 2023 • Agricultural production-crops
