MATRIX EQUITIES INC., by its duly authorized agent, Triovest Realty Advisors Inc. (Landlord) - and - NORTHERN QUINOA PRODUCTION CORPORATION (Tenant) LEASE OF INDUSTRIAL SPACEAbove Food Ingredients Inc. • October 16th, 2023
ESCROW AGREEMENTEscrow Agreement • April 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Saskatchewan
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of the 29 day of December, 2022, by and among ABOVE FOOD CORP. (“Borrower”), LEXINGTON CAPITAL, S.A.P.I. DE C.V. sponsor and agent of Lenders (“Lender”) and MCDOUGALL GAULEY LLP (the “Escrow Agent”).
ESCROW AGREEMENTEscrow Agreement • October 16th, 2023 • Above Food Ingredients Inc. • Saskatchewan
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of the 29 day of December, 2022, by and among ABOVE FOOD CORP. (“Borrower”), LEXINGTON CAPITAL, S.A.P.I. DE C.V. sponsor and agent of Lenders (“Lender”) and MCDOUGALL GAULEY LLP (the “Escrow Agent”).
AMENDED AND RESTATED AGREEMENT FOR LEASEAgreement for Lease • October 16th, 2023 • Above Food Ingredients Inc. • Saskatchewan
WHEREAS the Parties entered into a Sub-Lease dated effective December 1, 2020, where the particulars of the land description and lease terms have changed as the land development has progressed, and the Parties desire to restate the terms of the Lease in one document to clarify the current terms of the Lease;
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 16th, 2023 • Above Food Ingredients Inc. • Alberta
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of the 28 day of August 2023 (the “Effective Date”), by and between:
AMENDING LEASE AGREEMENT made as of the 30th day of November, 2022. BETWEEN: 1057041 ONTARIO INC., a corporation incorporated pursuant to the laws of the Province of Ontario; (hereinafter referred to as the “Landlord”) OF THE FIRST PART -and- Wood and...Amending Lease Agreement • October 16th, 2023 • Above Food Ingredients Inc.
WHEREAS by a Lease Agreement made between the Landlord and the Tenant and dated October 15, 2019 (the “Agreement”) and further amended by agreement dated September 30, 2021 (together, the “Lease”) the Tenant leased from the Landlord the Leased Premises:
RENEWAL OF LEASERenewal of Lease • October 16th, 2023 • Above Food Ingredients Inc.
LEASELease • October 16th, 2023 • Above Food Ingredients Inc.
THIS LEASE (“Lease”), dated for reference purposes only, December 31st, 2021, by and between MIDATLANTIC WAREHOUSE & STORAGE, LLC, a North Carolina limited liability company (as “Landlord”) and, ATLANTIC NATURAL FOODS, LLC, a Delaware limited liability company (as “Tenant”).
PLEDGE AGREEMENTPledge Agreement • October 16th, 2023 • Above Food Ingredients Inc.
THIS PLEDGE AGREEMENT (as may be amended, restated, supplemented, or otherwise modified from time to time, this “Pledge Agreement”) dated effective as of December 29, 2022 is made by Above Food USA Corp., a Delaware corporation (the “Pledgor”), in favor of LEXINGTON CAPITAL, S.A.P.I. DE C.V. acting as the Collateral Agent for Lenders, as may be updated upon notice by the Secured Party (“Secured Party”).
ContractAgreement for Lease • April 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Saskatchewan
***CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
LEASELease • April 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products
THIS LEASE (“Lease”), dated for reference purposes only, December 31st, 2021, by and between MIDATLANTIC WAREHOUSE & STORAGE, LLC, a North Carolina limited liability company (as “Landlord”) and, ATLANTIC NATURAL FOODS, LLC, a Delaware limited liability company (as “Tenant”).
AMENDING LEASE AGREEMENT made as of the 30th day of September, 2021. BETWEEN: 1057041 ONTARIO INC. a corporation incorporated pursuant to the laws of the Province of Ontario; (hereinafter referred to as the “Landlord”) OF THE FIRST PART - and - Wood...Amending Lease Agreement • October 16th, 2023 • Above Food Ingredients Inc.
IN CONSIDERATION OF the landlord and Tenant agreeing to amend their existing lease, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, both parties agree to keep, perform and fulfill the promises, conditions and agreements below:
EXTENSION AGREEMENTExtension Agreement • March 13th, 2024 • Above Food Ingredients Inc. • Food and kindred products
FORM OF RELEASE OF SECURITYAbove Food Ingredients Inc. • October 16th, 2023
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Alberta
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [•], is made and entered into by and among Above Food Ingredients Inc., an Alberta corporation (“TopCo”), and the undersigned1 (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 3(h) of this Agreement, the “Holders” and each, a “Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
AMENDED & RESTATED WARRANT AGREEMENTWarrant Agreement • March 27th, 2024 • Above Food Ingredients Inc. • Food and kindred products
This amended and restated warrant agreement (“Agreement”) is made as of April [ · ], 2024 by and among Above Food Ingredients Inc., a corporation organized under the laws of Alberta, Canada (the “Company”), Bite Acquisition Corp., a Delaware corporation (“Bite”), Continental Stock Transfer & Trust Company, a limited purpose trust company (“Continental”), and [ · ], a [ · ], as warrant agent (the “Successor Warrant Agent”, also referred to herein as the “Transfer Agent”).
AMENDED AND RESTATED AGREEMENT FOR LEASEAgreement for Lease • February 9th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Saskatchewan
WHEREAS pursuant to an amended and restated agreement for lease dated May 5, 2023 between the Lessor and Kambeitz Agri Inc. (“Agri”) the Lessor leased Units 1, 3 and 4 of the lands legally described as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • October 16th, 2023 • Above Food Ingredients Inc. • Saskatchewan
CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • April 8th, 2024 • Above Food Ingredients Inc. • Food and kindred products • Alberta
This Shareholder Support Agreement (this “Agreement”), dated as of April 29, 2023, is entered into by and among Bite Acquisition Corp., a Delaware corporation (“SPAC”), Above Food Corp., a corporation organized under the laws of the Province of Saskatchewan, Canada (the “Company”), and certain of the shareholders of the Company whose names appear on the signature pages of this Agreement (collectively, the “Shareholders” and, each, a “Shareholder”). SPAC, the Company and the Shareholders are each referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
INDUSTRIAL LEASE (MULTl-TENANT) BETWEEN: 1057041 ONTARIO INC. -AND- Wood & Water Foods IncIndustrial Lease • October 16th, 2023 • Above Food Ingredients Inc. • Ontario
FORM OF GENERAL SECURITY AGREEMENTForm of General Security Agreement • October 16th, 2023 • Above Food Ingredients Inc.
CONVERTIBLE SUBORDINATED LOAN AGREEMENTGeneral Security Agreement • October 16th, 2023 • Above Food Ingredients Inc. • Saskatchewan
NOW THEREFORE this agreement witnesses that in consideration of the mutual covenants and agreements herein contained, the parties covenant and agree as follows:
INDUSTRIAL LEASE (MULTl-TENANT) BETWEEN: 1057041 ONTARIO INC. -AND- Wood & Water Foods IncAbove Food Ingredients Inc. • April 8th, 2024 • Food and kindred products • Ontario
AMENDMENT OF LEASE (EXPANSION)Lease • October 16th, 2023 • Above Food Ingredients Inc.
