Item 1.01 Entry into a Material Definitive Agreement.
On December 29, 2022, TPCO Holding Corp., a British Columbia corporation (the
"Company") and certain of its subsidiaries (CMG, TPCO-US, and NC3, each as
defined under clause (c) below) entered into a Modification Agreement (the "Roc
Modification Agreement"), by and between the Company and ROC Nation LLC
("ROC"). In addition, on December 29, 2022 the Company and certain of its
subsidiaries entered into a series of agreements with SC Branding, LLC ("SC
Branding") and certain of SC Brandings' affiliates, including (a) a Termination
Agreement (the "Termination Agreement"), by and between the Company and SC
Branding, (b) a Services Agreement (the "Services Agreement"), by and between
the Company and SC Branding, (c) a Brand Transfer Agreement (the "Brand Transfer
Agreement"), by and among the Company, CMG Partners, Inc. ("CMG"), TPCO US
Holding, LLC ("TPCO-US"), and NC3 Systems, Inc. ("NC3"), on the one hand, and SC
Branding and Mother Room, LLC ("Mother Room"), on the other hand, and (d) a
License Agreement, by and between Mother Room and TPCO-US (the "License
Agreement" and together with the Termination Agreement, the Services Agreement,
and the Brand Transfer Agreement, the "SC Branding Agreements").
The Roc Modification Agreement supplants an existing Binding Heads of Terms
Agreement, dated November 24, 2020, between ROC and the Company (the "Prior Roc
Agreement"). The Roc Modification, among other things, terminated various
ongoing ROC service obligations and eliminated future Company equity
contributions to ROC pursuant to the Prior Roc Agreement. Furthermore, in
connection with the Roc Modification Agreement (i) ROC agreed to surrender to
the Company 4,865,939 common shares of the Company, (ii) ROC and the Company
agreed to a three-year plan of collaboration with respect to resolving issues of
social equity associated with harms created by the prohibition of cannabis and
(iii) ROC undertook to introduce various ROC partners and artists to the Company
over a three-year period.
Under the SC Branding Agreements, among other things, (A) the parties terminated
the existing Brand Strategy Agreement, dated November 24, 2020, between the
Company and SC Branding, (B) the parties cancelled the Company's obligation to
make all future annual payments pursuant to such Brand Strategy Agreement, (C)
the parties created a three-year plan of collaboration with respect to resolving
issues of social equity associated with harms created by the prohibition of
cannabis, (D) the Company and certain of its subsidiaries transferred all rights
to the Monogram brand to Mother Room, and (E) Mother Room granted to TPCO-US a
license to use the Monogram brand in connection with the legal cannabis
businesses in California for an eight-year term, subject to termination under
certain conditions. In addition, pursuant to the Brand Transfer Agreement, SC
Branding and certain of its affiliates agreed to surrender to the Company
2,255,300 common shares of the Company.
The foregoing description of the Modification Agreement, the Termination
Agreement, the Services Agreement, the Brand Transfer Agreement, and the License
Agreement, and the transactions contemplated thereby does not purport to be
complete and is subject to and qualified in its entirety by reference to the
full text of the Modification Agreement, the Termination Agreement, the Services
Agreement, the Brand Transfer Agreement, and the License Agreement, which are
filed as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5, respectively, to this
Current Report on Form 8-K and are incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Modification Agreement, dated as of December 29, 2022 by and
between TPCO Holding Corp. and Roc Nation LLC
10.2 Termination Agreement, dated as of December 29, 2022 by and
between TPCO Holding Corp. and SC Branding, LLC
10.3 Services Agreement, dated as of December 29, 2022 by and between
TPCO Holding Corp. and SC Branding, LLC
10.4 Brand Transfer Agreement, dated as of December 29, 2022 by and
between, on the one hand, TPCO Holding Corp., CMG Partners, Inc.,
TPCO US Holding LLC and, on the other hand, SC Branding LLC and
Mother Room, LLC
10.5 License Agreement, dated as of December 29, 2022, by and among
Mother Room, LLC and TPCO US Holding LLC
104 Cover page Interactive Data File (embedded within the Inline XBRL
document)
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