SUBVERSIVE CAPITAL ACQUISITION CORP. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent WARRANT AGENCY AGREEMENT July 16, 2019Warrant Agency Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • Ontario
SUBVERSIVE CAPITAL ACQUISITION CORP., a company incorporated under the laws of the Province of British Columbia (the “Corporation”)
ContractRegistration Rights Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of January 15, 2021, by and among Subversive Capital Acquisition Corp., a special purpose acquisition corporation incorporated and existing under the laws of British Columbia (together with its successors, the “Corporation”), and each of the Persons set forth on the signature pages hereto and identified as a “Holder” hereto, each of which, together with each other person who holds Registrable Securities who may from time to time become bound hereby in accordance with the terms hereof, is referred to in this Agreement as a “Holder”.
AGREEMENT AND PLAN OF MERGER BY AND AMONG LEFT COAST VENTURES, INC., LCV HOLDINGS 710, LLC, SISU EXTRACTION, LLC AND JOHN FIGUEIREDO, AS THE REPRESENTATIVE FEBRUARY 21, 2020Merger Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 21, 2020 (the “Agreement Date”) by and among Left Coast Ventures, Inc., a Delaware corporation (“Parent”), LCV Holdings 710, LLC, a California limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), Sisu Extraction, LLC, a California limited liability company (the “Company”), and John Figueiredo, an individual, as representative of the Company Members (the “Representative”).
VOTING SUPPORT AND LOCK-UP AGREEMENTSupport and Lock-Up Agreement • February 27th, 2023 • TPCO Holding Corp. • Agricultural production-crops • British Columbia
WHEREAS the Shareholder is the registered and/or beneficial owner of, either directly or indirectly, and/or exercises control or direction over, either directly or indirectly, that number of issued and outstanding common shares ("Common Shares") in the capital of TPCO Holding Corp. ("TPCO"), a corporation existing under the laws of the Province of British Columbia, set forth on Schedule "A" attached to this Agreement;
SEPARATION AGREEMENTSeparation Agreement • February 7th, 2022 • TPCO Holding Corp. • Agricultural production-crops • California
This Separation Agreement (the “Agreement”) is made by and between Dennis O’Malley (“Executive”), and TPCO Holding Corp. and its affiliates (collectively, the “Company”), dated as of the last date on which Executive and Company affix their signature hereto (the “Effective Date”). For purposes of this Agreement, each of the Company and Executive may be referred to as a “Party” and collectively, the “Parties”.
TRANSACTION AGREEMENT BY AND AMONG SUBVERSIVE CAPITAL ACQUISITION CORP., CMG PARTNERS, INC., OG ENTERPRISES BRANDING, INC., AND SC VESSEL 1, LLC AND SC BRANDING, LLC AND DATED AS OF NOVEMBER 24, 2020Transaction Agreement • August 9th, 2021 • TPCO Holding Corp. • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of November 24, 2020, is entered into by and between Subversive Capital Acquisition Corp., a corporation existing under the laws of the Province of British Columbia (“Subversive”), OG Enterprises Branding, Inc., a Delaware corporation (“OG Enterprises”), CMG Partners, Inc., a Delaware corporation (“Caliva”), SC Vessel 1, LLC, a Delaware limited liability company (“SC Vessel”), and for the purposes of Section 6.04(c) and Article VIII only, SC Branding, LLC, a Delaware limited liability company (“SC Branding”). Subversive, OG Enterprises, Caliva and SC Vessel are each referred to herein as a “Party” and together as the “Parties.”
WORKING CAPITAL FACILITY AGREEMENTWorking Capital Facility Agreement • April 3rd, 2023 • TPCO Holding Corp. • Agricultural production-crops • New York
THIS WORKING CAPITAL FACILITY AGREEMENT (this “Agreement”), dated February 21, 2023, is made by and between TPCO US Holding LLC, a Delaware limited liability company (the “Lender”), and Gold Flora, LLC, a California limited liability company (the “Borrower”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(2). Such excluded information is not material and is the type the registrant treats as confidential. Such omitted information is indicated by brackets...Agreement and Plan of Merger • February 27th, 2023 • TPCO Holding Corp. • Agricultural production-crops • British Columbia
TRANSACTION AGREEMENT BY AND AMONG SUBVERSIVE CAPITAL ACQUISITION CORP., TPCO CMG MERGER SUB INC., CMG PARTNERS, INC. AND GRHP MANAGEMENT, LLC, AS SHAREHOLDERS’ REPRESENTATIVE DATED AS OF NOVEMBER 24, 2020Transaction Agreement • September 30th, 2021 • TPCO Holding Corp. • Agricultural production-crops • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of November 24, 2020, is entered into by and between Subversive Capital Acquisition Corp., a corporation existing under the laws of the Province of British Columbia (“Subversive”), TPCO CMG Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Subversive (“MergerSub”), CMG Partners, Inc., a Delaware corporation (“Caliva”), and GRHP Management, LLC as the Shareholders’ Representative. Subversive, MergerSub, Caliva and the Shareholders’ Representative are each referred to herein as a “Party” and together as the “Parties.”
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as confidential. Such omitted information is indicated by brackets...Voting Support Agreement • February 27th, 2023 • TPCO Holding Corp. • Agricultural production-crops • British Columbia
WHEREAS the Shareholder is the registered and/or beneficial owner of, either directly or indirectly, and/or exercises control or direction over, either directly or indirectly, that number of issued and outstanding common shares ("Common Shares") in the capital of Stately Capital Corporation ("Stately"), a corporation existing under the laws of the Province of British Columbia, set forth on Schedule "A" attached to this Agreement;
MODIFICATION AGREEMENTModification 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”).
INDEMNITY AGREEMENTIndemnity Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • British Columbia
This Indemnity Agreement (this “Agreement”) is made as of _____________________ between TPCO Holding Corp. (the “Company”), a Company incorporated under the laws of the Province of British Columbia, and ______________________________ (the “Indemnitee”).
LICENSE AGREEMENTLicense 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”.
GOLD FLORA CORPORATION as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent SUPPLEMENTAL WARRANT INDENTURE Dated as of July 7, 2023Supplemental Warrant Indenture • July 13th, 2023 • Gold Flora Corp. • Agricultural production-crops • Ontario
ODYSSEY TRUST COMPANY, a trust company continued under the laws of Canada with an office in the City of Calgary in the Province of Alberta (the “Warrant Agent”)
This NOMINATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 15th day of January, 2021, among: SUBVERSIVE CAPITAL ACQUISITION CORP. (the “Company”); SUBVERSIVE CAPITAL SPONSOR, LLC (the “Sponsor”); and GRHP MANAGEMENT, LLC (the “Shareholders’...Nomination Rights Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • British Columbia
WHEREAS, the Company is party to a Transaction Agreement, dated as of November 24, 2020, among the Company, CMG Partners, Inc., a Delaware corporation (“Caliva”) and the other parties thereto (the “Caliva Transaction Agreement”), pursuant to which a wholly-owned subsidiary of the Company will be merged into Caliva and all outstanding shares of capital stock of Caliva will be converted into common shares of the Company (the “Caliva Transaction”);
AMENDED AND RESTATED EXCHANGE RIGHTS AGREEMENTExchange Rights Agreement • November 18th, 2022 • TPCO Holding Corp. • Agricultural production-crops
WHEREAS, Parent, Exchangeco and Equityholders’ Representative (collectively, the “Exchange Parties”) and certain other Persons are parties to a Unit Purchase Agreement, dated as of October 1, 2021 (the “Purchase Agreement”), and in connection therewith, the Exchange Parties entered into an Exchange Rights Agreement dated as of October 1, 2021 (the “Original Exchange Agreement”);
LOCK-UP AGREEMENT July 28, 2021 TPCO Holding Corp. (the “Corporation”) Re: Voluntary Lock-up AgreementLock-Up Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • Ontario
The undersigned (the “Locked-up Party”) is a director or officer of the Corporation. The Locked-up Party has agreed to the restrictions set forth in this agreement for the benefit of the Corporation.
February 17, 2021 Mike Batesole Dr. Walnut Creek, CA 94598 Dear Mike,Letter Agreement • August 9th, 2021 • TPCO Holding Corp.
This letter agreement (this “Letter Agreement”) sets forth our binding offer of employment with Employer (or at the option of Employer, an affiliate of Employer) as the Chief Financial Officer of TPCO Holding Corp. upon the terms and conditions set forth in this Letter Agreement. Any capitalized terms used herein but not defined herein will have the meanings ascribed to such capitalized term in the Transaction Agreement.
THIRD AMENDMENT TO LETTER AGREEMENT BETWEEN MIKE BATESOLE AND TPCO HOLDING CORP.Letter Agreement • July 5th, 2023 • TPCO Holding Corp. • Agricultural production-crops
This Amendment to the Letter Agreement (“this Amendment”) between Mike Batesole (“Employee” or “You”) and TPCO Holding Corp. (“Employer”), is made as of June 27, 2023 (the “Amendment Effective Date”).
ContractLockup and Forfeiture Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • Delaware
This LOCKUP AND FORFEITURE AGREEMENT (this “Agreement”) is entered into as of January 15, 2021, by and between Subversive Capital Acquisition Corp. (the “Corporation”), Subversive Capital Sponsor LLC (the “Sponsor”), Michael Auerbach and Leland Hensch (the “Individual Founders”), CMG Partners, Inc. (“Caliva”), and Left Coast Ventures, Inc. (“LCV”).
FIRST AMENDMENT TO OFFER OF EMPLOYMENT BETWEEN ROZLYN LIPSEY AND TPCO US HOLDING LLCTPCO Holding Corp. • March 31st, 2023 • Agricultural production-crops
This Amendment to the Offer of Employment (this “Amendment”) between Rozlyn Lipsey (“Employee” or “You”) and TPCO US Holdings LLC (“Employer”), is made as of February 3, 2023 (the “Amendment Effective Date”).
FIRST AMENDMENT TO LETTER AGREEMENT BETWEEN MIKE BATESOLE AND TPCO HOLDING CORP.Letter Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops
This Amendment to the Letter Agreement (“this Amendment”) between Mike Batesole (“Employee” or “You”) and TPCO Holding Corp. (“Employer”), is made as of March 30, 2021 (the “Amendment Effective Date”).
TERMINATION AGREEMENTTermination 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 AGREEMENTLicense 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.”
August 10, 2021 Troy DatcherLetter Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • Ontario
This letter agreement (this “Letter Agreement” or “Agreement”) sets forth our binding offer of employment with Employer (or at the option of Employer, an affiliate of Employer) as the Chief Executive Officer of TPCO Holding Corp. upon the terms and conditions set forth in this Letter Agreement.
FIRST AMENDMENT TO TPCO HOLDING CORP. RSU AWARD AGREEMENT BETWEEN MIKE BATESOLE AND TPCO HOLDING CORP.Agreement • September 30th, 2021 • TPCO Holding Corp. • Agricultural production-crops
This Amendment to the TPCO HOLDING CORP. RSU AWARD AGREEMENT (“this Amendment”) between Mike Batesole (“Participant”) and TPCO Holding Corp. (“Corporation”), is made as of July 2, 2021 (the “Amendment Effective Date”).
SERVICES AGREEMENTServices 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”).
TRANSACTION AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SUBVERSIVE CAPITAL ACQUISITION CORP., TPCO LCV MERGER SUB INC., LEFT COAST VENTURES, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC DATED AS OF NOVEMBER 24, 2020Transaction Agreement and Plan of Reorganization • September 30th, 2021 • TPCO Holding Corp. • Agricultural production-crops • Delaware
This TRANSACTION AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of November 24, 2020, is entered into by and between Subversive Capital Acquisition Corp., a corporation existing under the laws of the Province of British Columbia (“Subversive”), TPCO LCV Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Subversive (“MergerSub”), Left Coast Ventures, Inc., a Delaware corporation (“LCV”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Shareholders’ Representative. Subversive, MergerSub, LCV and the Shareholders’ Representative are each referred to herein as a “Party” and together as the “Parties.”
SECOND AMENDMENT TO LETTER AGREEMENT BETWEEN MIKE BATESOLE AND TPCO HOLDING CORP.Letter Agreement • September 30th, 2021 • TPCO Holding Corp. • Agricultural production-crops
This Amendment to the Letter Agreement (“this Amendment”) between Mike Batesole (“Employee” or “You”) and TPCO Holding Corp. (“Employer”), is made as of May 20, 2021 (the “Amendment Effective Date”).
BRAND STRATEGY AGREEMENTBrand Strategy Agreement • December 9th, 2021 • TPCO Holding Corp. • Agricultural production-crops • New York
This Brand Strategy Agreement (this “Agreement”), entered into as of November 24, 2020, but effective subject to, and as of the date of, the satisfaction of the condition set forth in Section 2.1 (such date, the “Effective Date”), is made by and between SC Branding, LLC, a Delaware limited liability company (“Lender”) for the services of Shawn C. Carter p/k/a JAY-Z (“Artist”), and Subversive Capital Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, to be later renamed TPCO Holding Corp. (the “Company”).
TPCO HOLDING CORP. RSU AWARD AGREEMENTRsu Award Agreement • October 1st, 2021 • TPCO Holding Corp. • Agricultural production-crops • Ontario
This Agreement confirms the award by TPCO Holding Corp. (the “Corporation”) of restricted share units (“RSUs”) which represent the right of the Participant to receive, subject to the satisfaction of certain conditions, common shares in the capital of the Corporation (“Shares”) pursuant to the Corporation’s Equity Incentive Plan established by the Corporation or any successor plan thereto, as such may be amended from time to time in accordance with its terms (the “Plan”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Plan. The Award of RSUs under this Agreement is subject to the terms and conditions of the Plan and to the following specific provisions.
VOTING SUPPORT AND LOCK-UP AGREEMENTUp Agreement • February 27th, 2023 • TPCO Holding Corp. • Agricultural production-crops • British Columbia
WHEREAS the Member is the registered and/or beneficial owner of, either directly or indirectly, and/or exercises control or direction over, either directly or indirectly, that number of issued and outstanding membership units (“Gold Flora Membership Units”) in the capital of Gold Flora, LLC (“Gold Flora”), a limited liability company existing under the laws of the State of California, set forth on Schedule “A” attached to this Agreement;
