0001654954-23-000154 Sample Contracts

MODIFICATION AGREEMENT
Modification Agreement • January 5th, 2023 • TPCO Holding Corp. • Agricultural production-crops

This Modification Agreement (this “Modification Agreement”), dated as of December 29, 2022, by and between TPCO Holding Corp., f/k/a “Subversive Capital Acquisition Corp.” (“TPCO”) and ROC Nation LLC (“ROC” and together with TPCO, the “Parties”, and each, a “Party”).

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LICENSE AGREEMENT
License Agreement • January 5th, 2023 • TPCO Holding Corp. • Agricultural production-crops • New York

THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of December 29, 2022, by and among MOTHER ROOM, LLC, a Delaware limited liability company (“Licensor”) and TPCO US Holdings LLC, a company organized under the laws of Delaware (“Licensee”). Licensor and Licensee are sometimes referred to herein collectively as the “Parties” and each as a “Party”.

TERMINATION AGREEMENT
Termination Agreement • January 5th, 2023 • TPCO Holding Corp. • Agricultural production-crops

This Termination Agreement (this “Termination Agreement”), dated as of December 29, 2022, by and between TPCO Holding Corp., f/k/a “Subversive Capital Acquisition Corp.” (“TPCO”) and SC Branding, LLC (“SC Branding” and together with TPCO, the “Parties”, and each, a “Party”).

BRAND TRANSFER AGREEMENT
License Agreement • January 5th, 2023 • TPCO Holding Corp. • Agricultural production-crops • New York

This Brand Transfer Agreement (this “Agreement”), dated as of December 29, 2022 (“Effective Date”), by and between, on the one hand, TPCO Holding Corp., f/k/a “Subversive Capital Acquisition Corp.” (“TPCO”), CMG Partners, Inc. (“CMG”), TPCO US Holding LLC (“TPCO-US”), NC3 Systems, Inc. (“NC3,” and together with TPCO, CMG, and TPCO-US “Transferor”), and, on the other hand, SC Branding LLC (“SC Branding”) and Mother Room, LLC (“Mother Room,” and together with SC Branding, “Transferee”). Transferor and Transferee may be each referred to herein as a “Party” or collectively as the “Parties.”

SERVICES AGREEMENT
Services Agreement • January 5th, 2023 • TPCO Holding Corp. • Agricultural production-crops

This Services Agreement (this “Agreement”), dated as of December 29, 2022, by and between TPCO Holding Corp., f/k/a “Subversive Capital Acquisition Corp.” (“TPCO”) and SC Branding, LLC (“SC Branding” and together with TPCO, the “Parties”, and each, a “Party”).

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