ARTICLE I. DEFINITIONSSecurities Purchase Agreement • August 30th, 2005 • Points International LTD • Ontario
EXHIBIT 99.14 ------------- UNDERWRITING AGREEMENT November 19, 2003 Vermilion Energy Trust Vermilion Resources Ltd. 2800, 400 - 4th Avenue SW Calgary, AB T2P 0J4 ATTENTION: MR. LORENZO DONADEO, PRESIDENT AND CHIEF EXECUTIVE OFFICER Dear Sirs: RE:...Underwriting Agreement • July 2nd, 2004 • Vermilion Energy Trust • Alberta
Exhibit 99.23 AMENDMENT AGREEMENT MEMORANDUM OF AGREEMENT made as of the 9th day of December, 2004. BETWEEN: CIBC CAPITAL PARTNERS, A DIVISION OF CANADIAN IMPERIAL BANK OF COMMERCE (hereinafter referred to as "CIBC")Amendment Agreement • August 30th, 2005 • Points International LTD • Ontario
EXHIBIT 99.22Registration Rights Agreement • April 29th, 2005 • Trizec Canada Inc • New York
SHAREHOLDER RIGHTS PLAN AGREEMENT April 11, 2007 between CENTURY MINING CORPORATION and COMPUTERSHARE INVESTOR SERVICES INC., as Rights Agent LANG MICHENER LLP BCE Place 181 Bay Street, Suite 2500 P.O. Box 747 Toronto, Ontario M5J 2T7Shareholder Rights Plan Agreement • May 25th, 2007 • Century Mining Corp • Ontario
WHEREAS the board of directors of the Corporation have determined that it is advisable and in the best interests of the Corporation to adopt a shareholder rights plan (the “Rights Plan”);
EXHIBIT 99.4 AMENDMENT TO EARN-IN AGREEMENT (OYU TOLGOI PROJECT, MONGOLIA) THIS AMENDING AGREEMENT is made and effective the 13th day of March, 2002, by and between: IVANHOE MINES LTD., a corporation incorporated under the laws of the Yukon Territory,...Amending Agreement • November 17th, 2003 • Ivanhoe Mines LTD • British Columbia
SHAREHOLDER RIGHTS PLAN AGREEMENT Dated as of February 9, 2011 Between MERCATOR MINERALS LTD. and COMPUTERSHARE INVESTOR SERVICES INC. as Rights AgentShareholder Rights Plan Agreement • November 8th, 2011 • Mercator Minerals LTD • British Columbia
WHEREAS the Board of Directors of the Company, in the exercise of their fiduciary duties to the Company, has determined that it is advisable and in the best interests of the Company to adopt a shareholder rights plan (the "Rights Plan") to (a) ensure, to the extent possible, that all holders of the Common Shares (as hereinafter defined) of the Company and the Board of Directors have adequate time to consider and evaluate any unsolicited bid for the Common Shares; (b) provide the Board of Directors with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid; (c) encourage the fair treatment of the Company's securityholders in connection with any Take-over Bid (as hereinafter defined) made for the Common Shares; and (d) generally to assist the Board of Directors in enhancing shareholder value;
AND -Ivanhoe Mines LTD • November 17th, 2003 • British Columbia
INTRODUCTION-In Agreement • November 17th, 2003 • Ivanhoe Mines LTD • British Columbia
Exhibit 99.26 CONSENT AND AMENDMENT AGREEMENT MEMORANDUM OF AGREEMENT made as of the 21st day of March, 2003. BETWEEN: CIBC CAPITAL PARTNERS, a division of CANADIAN IMPERIAL BANK OF COMMERCE (hereinafter referred to as "CIBC")Consent and Amendment Agreement • August 30th, 2005 • Points International LTD • Ontario
AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • January 13th, 2021 • Cresco Labs Inc. • Ontario
EXHIBIT 99.21 TRUST AGREEMENT MEMORANDUM OF AGREEMENT made as of the 23rd day of April, 2002. BETWEEN: P.M. CAPITAL INC., a corporation incorporated under the laws of Ontario, ("PM") - and - PETER MUNK, of the City of Toronto, Ontario, ("MUNK") - and...Trust Agreement • April 29th, 2005 • Trizec Canada Inc • Ontario
BESPOKE CAPITAL ACQUISITION CORP. as the Corporation and TSX TRUST COMPANY as the Warrant Agent WARRANT AGENCY AGREEMENT August 15, 2019 ADDENDAWarrant Agency Agreement • November 27th, 2020 • Bespoke Capital Acquisition Corp • Ontario
BESPOKE CAPITAL ACQUISITION CORP., a company incorporated under the laws of the Province of British Columbia (the “Corporation”)
SENIOR SECURED TERM LOAN AGREEMENT Dated as of January 22, 2020 among CRESCO LABS INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO and [Redacted - Confidential], as Administrative Agent and [Redacted - Confidential], as Collateral AgentSenior Secured Term Loan Agreement • January 13th, 2021 • Cresco Labs Inc. • Illinois
THIS SENIOR SECURED TERM LOAN AGREEMENT, dated as of January 22, 2020, (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Cresco Labs Inc., a British Columbia company (together with its successors and permitted assigns, the “Borrower”), and the lenders from time to time party hereto (each a “Lender” and collectively the “Lenders”), [Redacted - Confidential], a Delaware limited liability company as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and [Redacted—Confidential], a Delaware limited liability company, as collateral agent for the benefit of the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MAY 21, 2008 BETWEEN SILVERCREST MINES INC. AND PACIFIC CORPORATE TRUST COMPANY AS RIGHTS AGENTShareholder Rights Plan Agreement • May 31st, 2011 • Silvercrest Mines Inc • British Columbia
SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of May 21, 2008 between SilverCrest Mines Inc., a corporation continued under the British Columbia Business Corporations Act (the "Company") and Pacific Corporate Trust Company, a company existing under the laws of the Province of British Columbia (the "Rights Agent").
BETWEENS Rights Agreement • August 30th, 2005 • Points International LTD • Ontario
ESCROW AGREEMENTEscrow Agreement • November 27th, 2020 • Bespoke Capital Acquisition Corp • Ontario
Escrow Agreement (this “Agreement”) dated August 15, 2019 among Bespoke Capital Acquisition Corp., a company incorporated under the laws of British Columbia (the “Corporation”), TSX Trust Company, a company existing under the laws of Canada with its registered office in the City of Toronto in the province of Ontario, as the escrow agent (the “Escrow Agent”) and, solely for the purposes of Section 2(e) and Section 16 herein, Canaccord Genuity Corp. and Citigroup Global Markets Canada Inc. (together, the “Underwriters”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 29th, 2019 • Acreage Holdings, Inc. • Delaware
FORM OF VOTING AGREEMENT AND IRREVOCABLE PROXYMerger Agreement • June 27th, 2014 • Sphere 3D Corp • California
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is entered into as of May 15, 2014, by and between Sphere 3D Corporation, an Ontario corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of Overland Storage, Inc., a California corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2014 • Sphere 3D Corp • Ontario
Cormark Securities Inc. (“Cormark”), Paradigm Capital Inc. and Jacob Securities Inc. (together with Cormark, the “Underwriters”) hereby offer to purchase, severally and not jointly, from Sphere 3D Corporation (the “Corporation”) (with the right to substitute purchasers which are approved by the Corporation as set forth herein), and the Corporation agrees to issue and sell to the Underwriters, 1,250,000 units of the Corporation (the “Units”) at a price of $3.35 per Unit (the “Offering Price”). Each Unit consists of one common share in the capital of the Corporation (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one additional Common Share (a “Warrant Share”) at a price of $4.50 at any time prior to 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date (as defined herein) (the “Expiry Date”). Commencing on the Closing Date, in
AND -Special • November 17th, 2003 • Ivanhoe Mines LTD • British Columbia
SUPPORT AGREEMENTSupport Agreement • January 29th, 2019 • Acreage Holdings, Inc. • British Columbia
UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2016 • Alignvest Acquisition Corp • Ontario
The undersigned, TD Securities Inc. and Cantor Fitzgerald & Co. (collectively, the “Lead Underwriters”), BMO Nesbitt Burns Inc. and CIBC World Markets Inc. (together with the Lead Underwriters, the “Underwriters”, and each individually, an “Underwriter”), understand that Alignvest Acquisition Corporation (the “Corporation”) proposes to issue and sell to the Underwriters 22,500,000 Class A restricted voting units of the Corporation (the “Class A Restricted Voting Units” or the “Treasury Units”). Each Class A Restricted Voting Unit has an offering price of $10.00 per Class A Restricted Voting Unit (the “Purchase Price”) and consists of one Class A restricted voting share of the Corporation (each, a “Class A Restricted Voting Share”) and one-half of a Warrant (as defined herein). Upon the closing of a qualifying acquisition (as defined herein), each Class A Restricted Voting Share will, unless previously redeemed, be automatically converted into one Class B Share (as defined herein), subj
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CRESCO LABS, LLC an Illinois limited liability company Dated as of November 30, 2018Limited Liability Company Agreement • January 13th, 2021 • Cresco Labs Inc. • Illinois
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of November 30, 2018, is entered into by and among Cresco Labs, LLC, an Illinois limited liability company (the “Company”) and its Members (as defined herein).
LOCK-UP AGREEMENTLock-Up Agreement • January 29th, 2019 • Acreage Holdings, Inc. • Ontario
This LOCK-UP AGREEMENT (this “Agreement”) is dated as of September 21, 2018, by and between High Street Capital Partners, LLC, a limited liability company incorporated under the laws of the State of Delaware (“Acreage”) and Michael Stein (“Shareholder”).
TAX RECEIVABLE AGREEMENT by and among ACREAGE HOLDINGS AMERICA, INC., HIGH STREET CAPITAL PARTNERS, LLC, and THE MEMBERS OF HIGH STREET CAPITAL PARTNERS, LLC FROM TIME TO TIME PARTY HERETO Dated as of November 14, 2018Tax Receivable Agreement • January 29th, 2019 • Acreage Holdings, Inc. • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of November 14, 2018, is hereby entered into by and among Acreage Holdings America, Inc., a Nevada corporation (the “U.S. Corporation”), High Street Capital Partners, LLC, a Delaware limited liability company (the “U.S. LLC”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
SUPPORT AGREEMENTSupport Agreement • January 29th, 2019 • Acreage Holdings, Inc. • British Columbia
THIS PROMISSORY NOTE (THIS “NOTE”) IS SUBJECT TO THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF MAY 15, 2014 BY AND BETWEEN PAYEE AND SILICON VALLEY BANK (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE...Promissory Note • June 27th, 2014 • Sphere 3D Corp • California
FOR VALUE RECEIVED, OVERLAND STORAGE, INC., a California corporation (“Maker”), unconditionally promises to pay SPHERE 3D CORPORATION, an Ontario corporation (“Payee”), on May 15, 2018 in the manner and at the place hereinafter provided, the principal amount equal to the lesser of (x) Five Million and no/100 Dollars ($5,000,000.00) and (y) the unpaid principal amount of all advances made by Payee to Maker (plus, in each case, interest that has been added to the principal amount of this Note in accordance with the terms hereof).
ACREAGE HOLDINGS, INC. - and - ODYSSEY TRUST COMPANY - and - EACH OF THE PERSONS LISTED ON SCHEDULE “A” HERETO COATTAIL AGREEMENT November 14, 2018Coattail Agreement • January 29th, 2019 • Acreage Holdings, Inc. • British Columbia
UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2020 • Bespoke Capital Acquisition Corp • Ontario
The undersigned, Canaccord Genuity Corp. and Citigroup Global Markets Canada Inc. (the “Underwriters”, and each individually, an “Underwriter”), understand that Bespoke Capital Acquisition Corp. (the “Corporation”) proposes to issue and sell to the Underwriters 35,000,000 Class A Restricted Voting units of the Corporation (the “ Class A Restricted Voting Units” or the “Treasury Units”). Each Class A Restricted Voting Unit has an offering price of $10.00 per Class A Restricted Voting Unit (the “Purchase Price”) and consists of one Class A Restricted Voting share of the Corporation (each, a “Class A Restricted Voting Share”) and one-half of a share purchase warrant of the Corporation (each full share purchase warrant, a “Warrant”). Upon the closing of a qualifying acquisition (as defined herein), each Class A Restricted Voting Share is expected to, unless previously redeemed, be automatically converted into one Common Share (as defined herein), subject to anti-dilution adjustments. The W
NOTE REGARDING REDACTION: Confidential information has been redactedNote Regarding • July 16th, 2019 • Cannex Capital Holdings Inc. • New York
We have read the representations of our customer _________________(the “Seller”) contained m the foregoing Declaration for Removal of Legend, dated_____________, 20_, with regard to the sale, for such Seller’s account, of._______________^ common shares (the “Securities”) of the Issuer represented by certificate number______________• We have executed sales of the Securities pursuant to Rule 904 ot Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), on behalf of the Seller. In that connection, we hereby represent to you as follows:
FORM 4 LISTING AGREEMENTListing Agreement • January 29th, 2019 • Acreage Holdings, Inc. • Ontario
IN CONSIDERATION of the listing of the securities referred to in the Issuer’s Listing Statement or in consideration of the subsequent listing of all other securities, the undersigned (hereinafter called the “Issuer”) hereby agrees with CNSX Markets Inc. (hereinafter called “CSE”, the “Exchange” or “Canadian Securities Exchange”) that:
UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2020 • Midas Gold Corp. • British Columbia
Upon and subject to the terms and conditions set forth herein, RBC Dominion Securities Inc. (a member company of RBC Capital Markets) and BMO Nesbitt Burns Inc. (together, the “Co-Lead Underwriters”), and Haywood Securities Inc. (collectively with the Co-Lead Underwriters, the “Underwriters”), hereby severally and neither jointly, nor jointly and severally, agree to purchase from Midas Gold Corp. (the “Company”), and the Company hereby agrees to issue and sell 33,200,000 Common Shares (as defined herein) (the “Offered Shares”) to the Underwriters at a price of $0.60 per Offered Share (the “Offering Price”) for aggregate gross proceeds of $19,920,000 (the “Offering”).
Exhibit 99.58 (POINTS INTERNATIONAL LTD LOGO) EBAY AND POINTS INTERNATIONAL ENHANCE POINTS EXCHANGE AGREEMENT THE POINTS EXCHANGE WILL BE THE EXCLUSIVE VEHICLE FOR EBAY'S ANYTHING POINTS MEMBERS TO CONVERT ANYTHING POINTS TO AND FROM FUTURE AIRLINE,...Points International LTD • August 30th, 2005
BUSINESS COMBINATION AGREEMENT AMONG RED PINE PETROLEUM LTD. - and - HB2 ORIGINATION, LLC - and - ALPINE SUMMIT ENERGY PARTNERS FINCO, INC. - and - RED PINE PETROLEUM SUBCO LTD. - and - ALPINE SUMMIT ENERGY INVESTORS, INC. DATED: APRIL 8, 2021Amalgamation Agreement • October 12th, 2021 • Alpine Summit Energy Partners, Inc. • Ontario
WHEREAS Red Pine proposes to complete a reorganization comprised of (i) the Consolidation (as hereinafter defined); (ii) the Cancellation (as hereinafter defined); (iii) the Share Amendments (as hereinafter defined), which, among other things, amend its authorized share capital to consist of Subordinate Voting Shares, Multiple Voting Shares and Proportionate Voting Shares (as such terms are hereinafter defined); and (iv) the Name Change (as hereinafter defined) (collectively, the "Reorganization");
